Las Vegas Sands (LVS) 10-K risk factor changes: FY2017 vs FY2016

We entered into a comprehensive civil administrative settlement with the SEC on April 7, 2016, and a non-prosecution agreement with the [removed: DOJ] [added: Department of Justice (the "DOJ")] on January 19, 2017, which resolve all inquiries related to these government [removed: investigations.][added: investigations and include ongoing reporting obligations to the SEC through June 2018 and to the DOJ through January 2020.]

Our compliance with the BSA is subject to periodic audits by the U.S. Treasury Department, and we may be [added: subject to substantial civil and criminal penalties, including fines, if we fail to comply with applicable regulations.]

Any such laws and regulations could change or could be interpreted differently in the [removed: future, or new laws and regulations could be enacted.]

| • | natural or man-made disasters, [removed: or] outbreaks of infectious [removed: diseases;] [added: diseases, terrorist activity or war;] |

Mr. Adelson, his family members and trusts and other entities established for the benefit of Mr. Adelson and/or his family members (collectively our [removed: “Principal Stockholder’s family”)] [added: "Principal Stockholder's family")] beneficially own approximately [removed: 54%] [added: 55%] of our outstanding common stock as of December 31, [removed: 2016.][added: 2017.]

[added: Our subsidiaries might not generate] sufficient earnings and cash flow to pay dividends or distributions in the future.

As of December 31, [removed: 2016,] [added: 2017,] we had [removed: $9.43] [added: $9.34] billion of long-term debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).

Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, [added: approval required by local government regulators,] adequate liquidity in the global credit markets, the particular circumstances of the gaming industry and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.

[added: For example, we have a principal amount of $1.27 billion, $2.38 billion, $1.46] billion [added: and $2.28 billion] in long-term debt maturing during the years ending December 31, 2019, [removed: 2020] [added: 2020, 2021] and [removed: 2021,] [added: 2022,] respectively.

[removed: There] is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

We are a parent company whose primary [removed: sources] [added: source] of cash [removed: are dividends and] [added: is] distributions from our subsidiaries (see [removed: also] "— We are a parent company and our primary source of cash is and will be distributions from our [removed: subsidiaries.).][added: subsidiaries.").]

During the year ended December 31, [removed: 2016,] [added: 2017,] approximately [removed: 16.4%, 28.6%] [added: 15.4%, 34.1%] and [removed: 59.6%] [added: 59.8%] of our table games drop at our Macao properties, Marina Bay Sands and our Las Vegas properties, respectively, was from credit-based wagering, while table games play at our Pennsylvania property was primarily conducted on a cash basis.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a [removed: “marker,”] [added: "marker,"] and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions [removed: around the world, including jurisdictions our gaming customers may come from, may determine, or have determined, that enforcement of gaming debts is against public policy.]

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

It is also possible that our Singapore operations may not be able to collect gaming debts [removed: in] [added: because, among other reasons, courts of] certain [removed: jurisdictions.][added: jurisdictions do not enforce gaming debts.]

To the extent our Singapore gaming [removed: customers’] [added: customers'] assets are situated in such jurisdictions, our Singapore operations may not be able [removed: collect all gaming receivables because, among other reasons, courts] [added: to take enforcement action against such assets to facilitate collection] of [removed: certain jurisdictions do not enforce] gaming [removed: debts.][added: receivables.]

If a third party successfully challenges our [removed: marks as deceptive,] [added: trademarks,] we could have difficulty maintaining exclusive rights.

If a third party claims [removed: our IP has] [added: that we have] infringed, currently [removed: infringes,] [added: infringe,] or could in the future infringe upon its IP rights, we may need to cease use of such IP, defend our rights or take other steps.

From time to time, U.S. federal, state, local and foreign governments make substantive changes to [added: income tax, indirect] tax [added: and gaming tax] rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation.

If changes in tax laws and regulations were to significantly increase the tax rates on [added: gaming revenues or] non-U.S. income, [added: or if there are significant interpretations and implementing regulations issued related to the Act,] these changes could increase our [removed: income] tax expense and liability, and therefore, could have a material adverse effect on our effective income tax rate, financial condition, results of operations and cash flows.

So called [removed: “Acts] [added: "Acts] of [removed: God,”] [added: God,"] such as typhoons, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious diseases, terrorist activity or war may result in decreases in travel to and from, and [removed: economic activity in, areas in which we operate, and may adversely affect the number of visitors to our properties.]

[removed: Our failure to maintain the integrity] [added: The impact] of [removed: our customer or company data] [added: any union activity is undetermined and] could have a material adverse effect on our business, financial condition, results of operations and cash [removed: flows, and/or subject us to costs, fines or lawsuits.][added: flows.]

Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer [added: malware such as] viruses, denial of [removed: service] [added: service, ransomware attacks that encrypt, exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data,] and other [added: forms of] electronic security breaches.

Our business requires the collection and retention of large volumes of customer data, including credit card numbers and other personally identifiable information in various information systems that we maintain and in those maintained by [removed: third-parties] [added: third parties] with whom we contract to provide data services.

Our third-party information system service providers [added: and other third parties that share data with us pursuant to contractual agreements] face risks relating to cybersecurity similar to ours, and we do not directly control any of such [removed: parties’] [added: parties'] information security operations.

A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider [added: or other third party that shares data with us pursuant to contractual agreement] could have an adverse effect on our reputation, cause a material disruption to our operations and management team and result in remediation expenses [added: (including liability for stolen assets or information, repairing system damage] and [added: offering incentives to customers or business partners to maintain their relationships after an attack) and] regulatory [removed: penalties.][added: fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreement and/or consumers whose data is or may be impacted.]

Such theft, loss or fraudulent use could also result in litigation by shareholders alleging that our protections against cyber-attacks were [added: insufficient, that our response to an attack was faulty or that] insufficient [added: care was taken in ensuring that we were able to comply with cybersecurity, privacy] or [added: data protection regulations, protect data, identify risks and attacks, or respond to and recover from a cyber-attack, or] by customers and other parties whose information was subject to such attacks.

We will stop generating any [added: gaming] revenues from our Macao [removed: gaming] operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right.

Unless our subconcession is extended, all of [removed: VML’s] [added: VML's] casino premises and gaming-related equipment will be transferred automatically to the Macao government on that date without compensation to us and we will cease to generate [added: gaming] revenues from these [removed: gaming] operations.

Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing us at least [removed: one year] [added: one-year] prior notice.

The Macao government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession in the event of [removed: VML’s] [added: VML's] serious non-compliance with its basic obligations under the subconcession and applicable Macao [removed: laws.]

Our competitors have announced additional Macao facilities with planned opening dates in [removed: 2017 and] 2018.

We hold a subconcession under one of only [removed: three] [added: six] gaming concessions [added: and subconcessions] authorized by the Macao government to operate casinos in Macao.

We hold one of two licenses granted by the Singapore government to [removed: develop an integrated resort, including] [added: operate] a [removed: casino.][added: casino in Singapore.]

We may have to [removed: seek] [added: recruit] managers and employees from other countries to adequately staff and manage our properties and certain Macao government policies affect our ability to [removed: use outside] [added: hire non-resident] managers and employees in certain job classifications.

Our operations in Macao include The Venetian Macao, Sands Cotai Central, The Parisian Macao, [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao and Sands Macao.

[removed: The] [added: On October 6, 2014, the] Macao government approved smoking control legislation, which prohibits smoking in [removed: casinos starting on October 6, 2014.][added: casinos.]

We intend to request [removed: five-year extensions of these] [added: an additional agreement with the Macao government to correspond to the income] tax [removed: arrangements;] [added: exemption for gaming operations;] however, [removed: we cannot assure you] [added: there is no certainty] that either of these tax arrangements will be extended beyond their expiration dates.

Junket operators, which promote gaming and draw [removed: high-roller customers] [added: VIP patrons] to casinos, are responsible for a portion of our gaming revenues in Macao.

If we are unable to maintain or grow our relationships with junket operators, or if the junket operators experience financial difficulties or are unable to develop or maintain relationships with our [removed: high-roller customers,] [added: VIP patrons,] our ability to grow our gaming revenues will be hampered.

future, or new laws and regulations could be enacted.

| • | subject us to higher interest expense in the event of increases in interest rates as substantially all of our debt is, and will continue to be, at variable rates of interest. Based on variable-rate debt levels as of December 31, 2017, a hypothetical 100 basis point change in interest rates that we are subject to would cause our annual interest cost to change by approximately $98 million. |

There

around the world, including jurisdictions our gaming customers may come from, may determine, or have determined, that enforcement of gaming debts is against public policy.

We endeavor to establish, protect and enforce our IP, including our trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information.

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Act") also referred to as "U.S. tax reform." The Act made significant changes to U.S. income tax laws including lowering the U.S. corporate tax rate to 21% effective beginning in 2018 and transitioning from a worldwide tax system to a territorial tax system resulting in dividends from our foreign subsidiaries not being subject to U.S. income tax and creating a one-time tax on previously unremitted earnings of foreign subsidiaries.

These changes are complex and will require the Internal Revenue Service to issue interpretations and implementing regulations that may significantly impact how we will apply the Act and impact our results of operations in the period issued.

economic activity in, areas in which we operate, and may adversely affect the number of visitors to our properties.

Our failure to maintain the integrity of our customer or company data, including as a result of breaches of our cybersecurity systems and measures, could degrade our ability to conduct our business operations, delay our ability to recognize revenue, compromise the integrity of our business and services, result in significant data losses and the theft of our IP, damage our reputation, expose us to liability to third parties, regulatory fines and penalties, and require us to incur significant costs to maintain the security of our network and data.

Our information systems and records, including those we maintain with our third-party service providers, as well as the systems of other third parties that share data with us under contractual agreements, may be subject to cyber-attacks and security breaches, system failures, computer malware, including viruses, denial of service, ransomware attacks that encrypt, exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data.

In addition, we may incur increased cybersecurity protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants.

There can be no assurance that the insurance the company has in place relating to cybersecurity risks will be sufficient in the event of a major cybersecurity event.

laws.

As of March 1, 2017, there are no statutory restrictions preventing the Singapore government from granting additional casino licenses

to any party.

The legislation, in force through December 31, 2017, permitted casinos to maintain designated smoking areas of up to 50% of the areas opened to the public, as long as such areas complied with certain conditions, namely to be located within restricted access areas.

Pursuant to an amendment to the legislation, in force as of January 1, 2018, the said ratio no longer applies and a new ratio is required to be determined by the Dispatch of the Secretary for Social

Affairs and Culture; however, the ratio has not yet been issued and may be issued at any time.

In December 2017, VML requested an additional income tax exemption for either an additional 5-year period or through June 26, 2022, the date our subconcession agreement expires.

If the arrangements are not extended, a 12% tax would be due on either earnings or distributions from earnings generated after 2018, which could have a material adverse effect on our financial condition, results of operations and cash flows.

dollar in Macao.

with us.

On February 9, 2011, LVSC received a subpoena from the SEC requesting that we produce documents relating to our compliance with the FCPA.

We were also advised that the Department of Justice (the "DOJ") was conducting a similar investigation.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation” for further description of this matter.

subject to substantial civil and criminal penalties, including fines, if we fail to comply with applicable regulations.

Mr. Adelson’s employment agreement automatically renewed for a one year term in December 2016.

Our subsidiaries might not generate

| • | subject us to higher interest expense in the event of increases in interest rates as a significant portion of our debt is, and will continue to be, at variable rates of interest. |

For example, we have a principal amount of $1.18 billion, $4.37 billion and $1.44

While we manage a portion of our foreign currency exposure by entering into foreign currency forward contracts, these arrangements may not always be effective in limiting our underlying exposure to foreign currency exchange rate fluctuations or minimizing the volatility in our net earnings and cash associated with foreign currency exchange rate changes.

In addition, the failure of one or more counterparties to our foreign currency forward contracts to fulfill their obligations to us could have an adverse effect on our cash flows.

Although courts of some foreign nations will enforce gaming

We endeavor to establish and protect our IP rights and our goods and services through trademarks and service marks, copyrights, patents, trade secrets, domain names, licenses, other contractual provisions, nondisclosure agreements, and confidentiality and information-security measures and procedures.

Our information systems and records, including those we maintain with our third-party service providers, may be subject to cybersecurity breaches, system failures, viruses, operator error or inadvertent releases of data.

Under the Request for Proposal, the CRA is required to ensure that there will not be more than two casino licenses during a ten-year exclusive period that expires on February 28, 2017.

As we expect a significant number of consumers to continue to come to our Macao properties from mainland China, general economic conditions and policies in China could have a significant impact on our financial prospects.

Any slowdown in economic growth, decline in economic conditions or changes to China’s current restrictions on travel and currency movements could disrupt the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing to spend in our casinos.

See “— The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.”

The legislation, however, permits casinos to maintain designated smoking areas of up to 50% of the areas opened to the public, so long as such areas are within restricted access areas and comply with the conditions set out in the Dispatch of the Chief Executive, dated November 1, 2012, as amended by the Dispatch of the Chief Executive, dated June 3, 2014.

regarding personal data protection prohibiting us from satisfying certain reporting requirements of the Nevada Commission.

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

The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial [removed: statements,] [added: statements] and the notes [removed: thereto] [added: thereto,] and other financial information included in this Form 10-K.

Generally, we view each of our [removed: integrated resort properties] [added: Integrated Resorts] as an operating segment.

Our [removed: Macao] operating segments [added: in Macao] consist of The Venetian [removed: Macao,] [added: Macao;] Sands Cotai [removed: Central,] [added: Central;] The Parisian Macao, which opened [removed: in] [added: on] September [removed: 2016,] [added: 13, 2016; The Plaza Macao and] Four Seasons [removed: Macao] [added: Hotel Macao;] and [added: the] Sands Macao.

Our [removed: Singapore] operating segment [removed: consists of] [added: in Singapore is] the Marina Bay Sands.

Our operating segments in the U.S. consist of the Las Vegas Operating [removed: Properties] [added: Properties, which includes The Venetian Las Vegas, The Palazzo] and [added: the] Sands [added: Expo Center; and the Sands] Bethlehem.

| | [removed: 2016] [added: 2017] | | | | Percent Change | | | [removed: 2015] [added: 2016] | | | | Percent Change | | | [removed: 2014] [added: 2015] | | |

| Net revenues | $ | [removed: 11,410] [added: 12,882] | | | [removed: (2.4] [added: 12.9] | [removed: )%] [added: %] | | $ | [removed: 11,688] [added: 11,410] | | | [removed: (19.9] [added: (2.4] | )% | | $ | [removed: 14,584] [added: 11,688] | |

| Operating expenses | [removed: 8,917] [added: 9,420] | | | | [removed: 0.8] [added: 5.6] | % | | [removed: 8,847] [added: 8,917] | | | | [removed: (15.6] [added: 0.8] | [removed: )%] [added: %] | | [removed: 10,485] [added: 8,847] | | |

| Operating income | [removed: 2,493] [added: 3,462] | | | | [removed: (12.2] [added: 38.9] | [removed: )%] [added: %] | | [removed: 2,841] [added: 2,493] | | | | [removed: (30.7] [added: (12.2] | )% | | [removed: 4,099] [added: 2,841] | | |

| Income before income taxes | [removed: 2,255] [added: 3,052] | | | | [removed: (14.0] [added: 35.3] | [removed: )%] [added: %] | | [removed: 2,622] [added: 2,255] | | | | [removed: (31.6] [added: (14.0] | )% | | [removed: 3,833] [added: 2,622] | | |

| Net income | [removed: 2,016] [added: 3,261] | | | | [removed: (15.5] [added: 61.8] | [removed: )%] [added: %] | | [removed: 2,386] [added: 2,016] | | | | [removed: (33.5] [added: (15.5] | )% | | [removed: 3,588] [added: 2,386] | | |

| Net income attributable to Las Vegas Sands Corp. | [removed: 1,670] [added: 2,806] | | | | [removed: (15.1] [added: 68.0] | [removed: )%] [added: %] | | [removed: 1,966] [added: 1,670] | | | | [removed: (30.8] [added: (15.1] | )% | | [removed: 2,841] [added: 1,966] | | |

| | [removed: Percent of Net Revenues] Year Ended December 31, | | | | | | | | [added: | |]

| | [removed: 2016] [added: 2017] | | | [removed: 2015] | [added: 2016] | | [removed: 2014] | | [added: 2015 | | |]

Operating revenues at The Venetian Macao, Sands Cotai Central, The Parisian Macao, [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume.

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two [removed: groups, consistent with the Macao and Singapore markets’ convention:] [added: groups:] Rolling Chip play [removed: (all] [added: (composed of] VIP players) and Non-Rolling Chip play (mostly non-VIP players).

[removed: Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the] [added: The] amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play.

[removed: Based upon our mix of table games, our] [added: Our] Rolling Chip win percentage (calculated before discounts and commissions) is expected to be [added: 3.0% to 3.3% in Macao and] 2.7% to [removed: 3.0%.][added: 3.0% in Singapore.]

In Macao and Singapore, [removed: 16.4%] [added: 15.4%] and [removed: 28.6%,] [added: 34.1%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2016.][added: 2017.]

Casino revenue measurements for the U.S.: The volume measurements in the U.S. are slot handle, as previously described, and table games drop, which is the total amount of cash and net markers issued that are deposited in the table drop [removed: boxes.][added: box.]

[added: Based upon] our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of [removed: 21%] [added: 18%] to [removed: 29%] [added: 26%] for Baccarat and 16% to [removed: 20%] [added: 24%] for non-Baccarat.

[removed: As in] [added: Similar to] Macao and Singapore, slot machine play is generally conducted on a cash basis.

Approximately [removed: 59.6%] [added: 59.8%] of our table games play at our Las Vegas Operating Properties, for the year ended December 31, [removed: 2016,] [added: 2017,] was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash basis.

Hotel revenue measurements: Performance indicators used are occupancy [removed: rate,] [added: rate (a volume indicator),] which is the average percentage of available hotel rooms occupied during a [removed: period,] [added: period] and average daily room [removed: rate,] [added: rate ("ADR", a price indicator),] which is the average price of occupied rooms per day.

The calculations of the occupancy [added: rate] and [removed: average daily room rates] [added: ADR] include the impact of rooms provided on a complimentary basis.

Revenue per available room [added: ("RevPAR")] represents a summary of hotel [removed: average daily room rates] [added: ADR] and occupancy.

Because not all available rooms are occupied, [removed: average daily room rates are] [added: ADR is] normally higher than [removed: revenue per available room.][added: RevPAR.]

| Total casino revenues | $ | 2,495 | | | $ | 2,533 | | | [removed: (1.5)%] [added: (1.5] | [added: )%] |

| Non-Rolling Chip drop | $ | 6,856 | | | $ | 7,030 | | | [removed: (2.5)%] [added: (2.5] | [added: )%] |

| Non-Rolling Chip win percentage | 25.2 | | % | | 24.5 | | % | | 0.7 [removed: pts] | [added: pts] |

| Rolling Chip volume | $ | 28,851 | | | $ | 31,025 | | | [removed: (7.0)%] [added: (7.0] | [added: )%] |

| Rolling Chip win percentage | 3.23 | | % | | 3.08 | | % | | 0.15 [removed: pts] | [added: pts] |

| Slot handle | $ | 3,790 | | | $ | 4,093 | | | [removed: (7.4)%] [added: (7.4] | [added: )%] |

| Slot hold percentage | 4.5 | | % | | 4.8 | | % | | [removed: (0.3) pts] [added: (0.3] | [added: )pts] |

| Total casino revenues | $ | 1,672 | | | $ | 1,878 | | | [removed: (11.0)%] [added: (11.0] | [added: )%] |

| Non-Rolling Chip drop | $ | 5,992 | | | $ | 6,026 | | | [removed: (0.6)%] [added: (0.6] | [added: )%] |

| Non-Rolling Chip win percentage | 20.2 | | % | | 21.5 | | % | | [removed: (1.3) pts] [added: (1.3] | [added: )pts] |

| Rolling Chip volume | $ | 12,329 | | | $ | 19,679 | | | [removed: (37.3)%] [added: (37.3] | [added: )%] |

| Rolling Chip win percentage | 3.41 | | % | | 3.08 | | % | | 0.33 [removed: pts] | [added: pts] |

| Slot handle | $ | 5,794 | | | $ | 6,128 | | | [removed: (5.5)%] [added: (5.5] | [added: )%] |

Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume.

Beginning with the three months ended March 31, 2017, we revised the expected range for our Macao

operations due to the Rolling Chip win percentage experienced over the last several years.

Actual win percentage may vary from our expected win percentage and the trailing 12-month win and hold percentages.

Beginning with the three months ended March 31, 2017, we revised the expected range for our Las Vegas Operating Properties due to the win percentage experienced over the last several years.

Actual win percentage may vary from our expected win percentage and the trailing 12-month win and hold percentages.

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements.

| | 2017 | | | | 2016 | | | | Percent Change | |

| Casino | $ | 10,058 | | | $ | 8,771 | | | 14.7 | % |

| Rooms | 1,619 | | | | 1,527 | | | | 6.0 | % |

| Food and beverage | 843 | | | | 774 | | | | 8.9 | % |

| Mall | 651 | | | | 591 | | | | 10.2 | % |

| | 13,721 | | | | 12,196 | | | | 12.5 | % |

| Less — promotional allowances | (839 | | ) | | (786 | | ) | | (6.7 | )% |

| Total net revenues | $ | 12,882 | | | $ | 11,410 | | | 12.9 | % |

The increase was primarily due to increases of $1.02 billion at The Parisian Macao, which opened in September 2016, and $355 million at Marina Bay Sands, primarily due to increased casino revenues.

The increase was due to increases of $911 million at The Parisian Macao, which opened in September 2016, and $357 million at Marina Bay Sands, driven by increases in Rolling Chip win percentage and volume.

| | 2017 | | | | 2016 | | | | Change | |

| Total casino revenues | $ | 2,577 | | | $ | 2,495 | | | 3.3 | % |

| Rolling Chip volume | $ | 26,239 | | | $ | 28,851 | | | (9.1 | )% |

| Slot handle | $ | 2,929 | | | $ | 3,790 | | | (22.7 | )% |

| Total casino revenues | $ | 1,622 | | | $ | 1,672 | | | (3.0 | )% |

| Rolling Chip volume | $ | 10,621 | | | $ | 12,329 | | | (13.9 | )% |

| Slot handle | $ | 4,802 | | | $ | 5,794 | | | (17.1 | )% |

| Total casino revenues | $ | 1,270 | | | $ | 359 | | | 253.8 | % |

| Rolling Chip volume | $ | 18,275 | | | $ | 4,061 | | | 350.0 | % |

| Slot handle | $ | 3,729 | | | $ | 974 | | | 282.9 | % |

| Total casino revenues | $ | 453 | | | $ | 445 | | | 1.8 | % |

| Rolling Chip volume | $ | 10,040 | | | $ | 9,004 | | | 11.5 | % |

| Slot handle | $ | 436 | | | $ | 414 | | | 5.3 | % |

| Slot hold percentage | 7.4 | | % | | 6.2 | | % | | 1.2 | pts |

| Total casino revenues | $ | 619 | | | $ | 667 | | | (7.2 | )% |

| Rolling Chip volume | $ | 4,309 | | | $ | 7,014 | | | (38.6 | )% |

| Slot handle | $ | 2,420 | | | $ | 2,583 | | | (6.3 | )% |

| Slot hold percentage | 3.3 | | % | | 3.4 | | % | | (0.1 | )pts |

| | 2017 | | | | 2016 | | | | Change | |

| Total casino revenues | $ | 2,521 | | | $ | 2,164 | | | 16.5 | % |

| Non-Rolling Chip drop | $ | 3,746 | | | $ | 3,878 | | | (3.4 | )% |

| Non-Rolling Chip win percentage | 28.4 | | % | | 28.5 | | % | | (0.1 | )pts |

| Rolling Chip volume | $ | 34,994 | | | $ | 31,887 | | | 9.7 | % |

For the years ended December 31, 2016 and 2015, gross revenue at our reportable segments was derived as follows:

| | |

| --- | --- |

| • | At The Venetian Macao, approximately 81.9% and 80.8%, respectively, was from gaming activities, with the remainder from room, mall, food and beverage and other non-gaming sources. |

| • | At Sands Cotai Central, approximately 78.4% and 80.3%, respectively, was from gaming activities, with the remainder primarily from room and food and beverage operations. |

| • | At The Parisian Macao, approximately 80.6% of gross revenues for the 110-day period ended December 31, 2016, was derived from gaming activities, with the remainder primarily from room and food and beverage operations. |

| • | At Four Seasons Macao, approximately 69.8% and 72.6%, respectively, was from gaming activities, with the remainder primarily from mall and room operations. |

| • | At Sands Macao, approximately 92.4% and 92.8%, respectively, was from gaming activities, with the remainder primarily from food and beverage operations. |

| • | At Marina Bay Sands, approximately 72% and 73.9%, respectively, was from gaming activities, with the remainder from room, food and beverage, mall and other non-gaming sources. |

| • | At our Las Vegas Operating Properties, approximately 73.3% and 71.6%, respectively, was from room, food and beverage and other non-gaming sources, with the remainder from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business and the resulting high occupancy and room rates throughout the week, including during mid-week periods. |

| • | At Sands Bethlehem, approximately 88.4% and 88.3%, respectively, was from gaming activities, with the remainder primarily from food and beverage and other non-gaming sources. |

| | | | | | | | | |

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

| Operating expenses | 78.2 | % | | 75.7 | % | | 71.9 | % |

| Operating income | 21.8 | % | | 24.3 | % | | 28.1 | % |

| Income before income taxes | 19.8 | % | | 22.4 | % | | 26.3 | % |

| Net income | 17.7 | % | | 20.4 | % | | 24.6 | % |

| Net income attributable to Las Vegas Sands Corp. | 14.6 | % | | 16.8 | % | | 19.5 | % |

Our historical financial results will not be indicative of our future results as The Parisian Macao, which opened in September 2016, ramps up its operations and as we complete our remaining development projects, including the remainder of Sands Cotai Central.

Based upon

These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue.

In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.

The breakdown of operating expenses is as follows:

| | 2015 | | | | 2014 | | | | Percent Change | |

| Casino | $ | 9,083 | | | $ | 12,004 | | | (24.3 | )% |

| Rooms | 1,470 | | | | 1,540 | | | | (4.5 | )% |

| Food and beverage | 757 | | | | 779 | | | | (2.8 | )% |

| Mall | 564 | | | | 554 | | | | 1.8 | % |

| | 12,414 | | | | 15,426 | | | | (19.5 | )% |

| Less — promotional allowances | (726 | | ) | | (842 | | ) | | 13.8 | % |

| Total net revenues | $ | 11,688 | | | $ | 14,584 | | | (19.9 | )% |

The decrease is primarily attributable to a decrease of $2.65 billion at our Macao properties, driven by a decrease in Rolling Chip volume as demand has decreased in the VIP market, and a $260 million decrease at Marina Bay Sands, driven by a decrease in Rolling Chip win percentage.

| | 2015 | | | | 2014 | | | | Change | |

| Total casino revenues | $ | 2,533 | | | $ | 3,554 | | | (28.7)% | |

| Rolling Chip volume | $ | 31,025 | | | $ | 47,871 | | | (35.2)% | |

| Slot handle | $ | 4,093 | | | $ | 5,565 | | | (26.5)% | |

| Slot hold percentage | 4.8 | | % | | 4.8 | | % | | — | |

| Total casino revenues | $ | 1,878 | | | $ | 2,801 | | | (33.0)% | |

| Rolling Chip volume | $ | 19,679 | | | $ | 46,861 | | | (58.0)% | |

| Slot handle | $ | 6,128 | | | $ | 7,630 | | | (19.7)% | |

We do not hold or issue financial instruments for trading purposes and do not enter [added: into derivative transactions that would be considered speculative positions.]

As of December 31, [removed: 2016,] [added: 2017,] the estimated fair value of our long-term debt was approximately [removed: $9.58] [added: $9.61] billion, compared to its carrying value of [removed: $9.70] [added: $9.72] billion.

The estimated fair value of our long-term debt is based on level 2 inputs [removed: (quoted prices in markets that are not active).]

Based on variable-rate debt levels as of December 31, [removed: 2016,] [added: 2017,] a hypothetical 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately [removed: $97] [added: $98] million.

Foreign currency transaction [removed: gains] [added: losses] for the year ended December 31, [removed: 2016] [added: 2017] were [removed: $20] [added: $83] million primarily due to Singapore dollar denominated intercompany debt [removed: held] [added: reported] in [removed: the] U.S. [added: dollars] and U.S. dollar denominated [added: intercompany] debt held in Macao.

Based on balances as of December 31, [removed: 2016,] [added: 2017,] a hypothetical [removed: 10% strengthening or weakening of] [added: 100 basis points change in] the U.S. [removed: dollar against the SGD] [added: dollar/SGD exchange rate] would cause a foreign currency transaction [removed: gain of approximately $61 million or a loss] [added: gain/loss] of approximately [removed: $74] [added: $12] million and a hypothetical 100 basis [removed: point] [added: points] change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately [removed: $17] [added: $15] million.

(quoted prices in markets that are not active).

into derivative transactions that would be considered speculative positions.

Our derivative financial instruments currently consist exclusively of foreign currency forward contracts, none of which have been designated as hedging instruments for accounting purposes.

To manage exposure to counterparty credit risk in foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements.

Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

Additionally, we manage a portion of our exposure to currency fluctuations with our foreign currency forward contracts.

As of December 31, 2016, we had 18 foreign currency forward contracts with a total notional value of $427 million and contract expirations through December 2017, and a total asset fair value of $12 million.

As of December 31, 2016, a hypothetical unfavorable 10% change in the U.S. dollar/SGD exchange rate would have increased our unrealized loss by approximately $44 million.

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

Our convention, trade show and meeting facilities combined with the on-site amenities offered at our Macao, Singapore and Las Vegas [removed: integrated resort properties] [added: Integrated Resorts] provide flexible and expansive space for conventions, trade shows and other meetings.

Upon [removed: the] completion of [removed: the remaining retail space at] [added: all phases of] Sands Cotai [removed: Central,] [added: Central's renovation, rebranding and expansion to The Londoner Macao,] we will own approximately 3.0 million square feet of gross retail space.

Through our 70.1% ownership of Sands China Ltd. [removed: (“SCL”),] [added: ("SCL"),] we own and operate a collection of [removed: integrated resort properties] [added: Integrated Resorts] in the Macao Special Administrative Region [removed: (“Macao”)] [added: ("Macao")] of the [removed: People’s] [added: People's] Republic of China [removed: (“China”).][added: ("China").]

These properties include The Venetian Macao Resort Hotel [removed: (“The] [added: ("The] Venetian [removed: Macao”),] [added: Macao");] Sands Cotai [removed: Central,] [added: Central;] The Parisian Macao, which opened on September 13, [removed: 2016, the] [added: 2016; The Plaza Macao and] Four Seasons Hotel Macao, Cotai Strip (the [removed: “Four Seasons Hotel Macao,” which is managed by Four Seasons Hotels, Inc.) and the Plaza Casino, which we own and operate (together with the Four] [added: "Four] Seasons Hotel [removed: Macao, the “Four Seasons Macao”)] [added: Macao");] and the Sands Macao.

Through our Sands [removed: ECO360°] [added: ECO360] Global Sustainability program, we develop and implement environmental practices for our existing and future resort developments to protect natural resources, offer our team members a safe and healthy work environment and enhance the resort experiences of our guests.

Our common stock is traded on the New York Stock Exchange (the [removed: “NYSE”)] [added: "NYSE")] under the symbol [removed: “LVS.”] [added: "LVS."] Our principal executive office is located at 3355 Las Vegas Boulevard South, [added: Las Vegas, Nevada 89109 and our telephone number at that address is (702) 414-1000.]

Management reviews the results of operations for each of its operating segments, which generally are our [removed: integrated resort properties.][added: Integrated Resorts.]

In Macao, our operating segments are: The Venetian Macao; Sands Cotai Central; The Parisian Macao, which opened in September 2016; [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao; and Sands Macao.

In addition to our reportable segments noted above, management also reviews construction and development activities for each of our primary projects currently under development, which include the [removed: remainder] [added: rebranding] of Sands Cotai [removed: Central and] [added: Central,] the [added: additional hotel tower at The Plaza Macao and] Four Seasons [removed: apart-hotel tower in] [added: Hotel] Macao and our Las Vegas condominium project (which construction currently is suspended) in the United States.

See [removed: “Item] [added: "Item] 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development [removed: Projects.”] [added: Projects."] For the Company's net revenues, net income and total assets by reportable segment for each of the three years during the period ended December 31, [removed: 2016,] [added: 2017,] see [removed: “Item] [added: "Item] 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — Segment [removed: Information.”][added: Information."]

The Venetian Macao is the anchor property of our Cotai Strip development and is conveniently located approximately two miles from the Taipa [removed: Temporary] Ferry Terminal on [removed: Macao’s] [added: Macao's] Taipa Island.

The Venetian Macao includes approximately 374,000 square feet of gaming space with approximately [removed: 570] [added: 635] table games and [removed: 1,485] [added: 1,690] slot machines.

The Venetian Macao features a 39\-floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and the Shoppes at Venetian, approximately [removed: 918,000] [added: 926,000] square feet of unique retail shopping with more than 340 stores featuring many international brands and home to more than 50 restaurants and food outlets featuring an international assortment of cuisines.

[added: In addition, The Venetian Macao has approximately 1.2 million square feet of convention] facilities and meeting room space, an 1,800\-seat theater, the 15,000\-seat CotaiArena that hosts world-class entertainment and sporting events and a Paiza Club.

Sands Cotai Central, which features four hotel towers, is located across the street from The Venetian Macao, The Parisian Macao and [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao, and is our largest [removed: integrated resort] [added: Integrated Resort] on the Cotai [removed: Strip.]

[removed: We opened] [added: The property features four hotel towers:] the first [removed: tower] [added: hotel tower, which opened in April 2012, consisting of approximately 650 five-star rooms and suites] under the Conrad [added: brand] and [added: approximately 1,200 four-star rooms and suites under the] Holiday Inn [removed: brands in April 2012,] [added: brand;] the second [added: hotel tower, which opened in September 2012, consisting of approximately 1,850 rooms] and [removed: third towers] [added: suites] under the Sheraton [removed: brand] [added: brand; the third hotel tower, which opened] in [removed: September 2012 and] January 2013, [removed: respectively, and a portion] [added: consisting] of [added: approximately 2,100 rooms and suites under] the [added: Sheraton brand; and the] fourth [removed: tower] [added: hotel tower, which opened in December 2015, consisting of approximately 400 rooms and suites] under the St. Regis [removed: brand in December 2015.][added: brand.]

The property includes approximately 367,000 square feet of gaming space with approximately [removed: 415] [added: 435] table games and [removed: 1,545] [added: 1,845] slot machines, approximately 369,000 square feet of meeting [removed: space and] [added: space, a 1,700-seat theater,] approximately [removed: 407,000] [added: 424,000] square feet of retail [removed: space, as well as entertainment] [added: space with more than 130 stores] and [removed: dining facilities.][added: home to 50 restaurants and food outlets.]

On September 13, 2016, we opened The Parisian Macao, our newest [removed: integrated resort] [added: Integrated Resort] on the Cotai Strip, which is connected to The Venetian Macao and [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao, and includes approximately 253,000 square feet of gaming space with approximately [removed: 385] [added: 395] table games and [removed: 1,560] [added: 1,485] slot machines.

The Parisian Macao also features approximately [removed: 3,000] [added: 2,800] rooms and suites and the Shoppes at Parisian, approximately 300,000 square feet of unique retail shopping with more than 160 stores featuring many international brands and home to [removed: 18] [added: 19] restaurants and food outlets featuring an international assortment of cuisines.

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

The [added: Plaza Macao and] Four Seasons [added: Hotel] Macao, which is located adjacent to The Venetian Macao, has approximately 105,000 square feet of gaming space with approximately [removed: 100] [added: 120] table games and [removed: 115] [added: 195] slot machines at its Plaza Casino.

The [added: Plaza Macao and] Four Seasons [added: Hotel] Macao also has 360 elegantly appointed rooms and [removed: suites;] [added: suites managed by Four Seasons Hotels, Inc.;] several food and beverage offerings; and conference and banquet facilities.

The Shoppes at Four Seasons includes approximately [removed: 259,000] [added: 258,000] square feet of retail space and is connected to the Shoppes at Venetian.

The [added: Plaza Macao and] Four Seasons [added: Hotel] Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.

The Sands Macao includes approximately 213,000 square feet of gaming space with approximately 215 table games and [removed: 785] [added: 910] slot machines.

The [removed: integrated resort] [added: Integrated Resort] offers approximately 160,000 square feet of gaming space with approximately [removed: 610] [added: 605] table games and 2,500 slot machines; The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.

According to Macao government statistics that are issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the "DICJ"), annual gaming revenues were [removed: $28.1] [added: $33.2] billion in [removed: 2016, a 3.4% decrease] [added: 2017, an 18.5% increase] compared to [removed: 2015.][added: 2016.]

[removed: Despite the recent decrease in gaming revenues, we] [added: We] expect that Macao will [removed: return] [added: continue] to [added: experience] meaningful long-term growth and the [removed: 31] [added: approximately 33] million visitors that Macao welcomed in [removed: 2016] [added: 2017] will continue to increase over time.

Based on announced plans in Macao, approximately [removed: $8] [added: $7] billion of capital is expected to be invested by concessionaires and subconcessionaires in new resort development projects on Cotai with announced opening dates [removed: between 2017] [added: through the remainder of 2018] and [removed: 2018.][added: through 2020.]

In total, these new projects will add [removed: over 4,000] [added: approximately 3,400] incremental hotel rooms, along with other non-gaming offerings and gaming capacity.

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

In addition, the bridge linking Hong Kong, Macao and [removed: Zhuhai, which is currently being constructed,] [added: Zhuhai was completed in late 2017 and] is expected to [added: open in 2018, and will] reduce the travel time between Hong Kong and Macao.

Sociedade de Jogos de Macau S.A. [removed: (“SJM”)] [added: ("SJM")] holds one of the three concessions and currently operates [removed: 17] [added: 20] facilities throughout Macao.

[removed: The] [added: In August 2016, Wynn Resorts Macau opened a] 1,700-room integrated resort, Wynn Palace, [removed: opened in August 2016 and] [added: which] is located behind the City of [removed: Dreams.][added: Dreams and MGM Cotai.]

In May 2007, the PBL affiliate, Melco Crown Entertainment Limited ("Melco Crown"), [added: opened the Crown Macao, later renamed Altira.]

In June 2009, Melco Crown opened the City of Dreams, an integrated casino resort located adjacent to our Sands Cotai Central, which includes [removed: Crown Towers, Hard Rock] [added: Nuwa, The Countdown Hotel] and Grand Hyatt hotels.

Melco Crown is currently constructing its fifth tower at City of Dreams, the [removed: 780 room] [added: 780-room] Morpheus Tower, which is expected to open in 2018.

We were awarded the concession for the Marina Bay site, which is adjacent to [removed: Singapore’s] [added: Singapore's] central business district, and Genting International was awarded the second [removed: integrated resort] site, located on [removed: Singapore’s] [added: Singapore's] Sentosa Island.

Based on figures released by the Singapore Tourism Board (the [removed: “STB”),] [added: "STB"),] Singapore welcomed [removed: 16] [added: over 17] million international visitors in [removed: 2016,] [added: 2017,] a [removed: 7.7%] [added: 6.2%] increase compared to [removed: 2015.][added: 2016.]

Strip.

Sands Cotai Central opened in phases, beginning in April 2012.

In October 2017, we announced that we will renovate, expand and rebrand the property into The Londoner Macao.

In October 2017, we announced that the property will feature an additional 295 suites in a tower adjacent to the Four Seasons Hotel Macao.

We operate the gaming area within our Singapore property pursuant to a 30-year casino concession provided under a development agreement entered into in August 2006.

See "— Regulation and Licensing — Development Agreement with Singapore Tourism Board."

In February 2018, MGM Grand Paradise Limited opened MGM Cotai, which includes approximately 1,400 hotel rooms and other non-gaming amenities, and is located behind Sands Cotai Central.

282 rooms; a 150,000\-square-foot retail facility ("The Outlets at Sands Bethlehem"); an arts and cultural center; and a 50,000\-square-foot multipurpose event center.

Based on figures released by the Las Vegas Convention and Visitors Authority (the "LVCVA"), Las Vegas welcomed 42 million visitors during 2017, a 1.7% decrease compared to 2016.

Based on figures released by the LVCVA, nearly 7 million convention delegates visited Las Vegas during 2017, a 5.3% increase compared to 2016.

Major competitors in Las Vegas continue to implement and evaluate opportunities to expand casino, hotel and convention offerings.

| Total | | 2,423,224 | | | 100 | % | | |

We actively engage in direct marketing as allowed in various geographic regions.

We maintain websites to allow our customers to make room and/or restaurant reservations, purchase show tickets and provide feedback.

We also continue to enhance and expand our use of digital marketing and social media to promote our Integrated Resorts, events and special offers, cultivate customer relationships and provide information and updates regarding out corporate citizenship efforts, including our sustainability and corporate giving programs.

We are constantly evaluating opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other revenue generating additions to our Integrated Resorts.

Macao

In October 2017, we announced that we will renovate, expand and rebrand the Sands Cotai Central into a new destination Integrated Resort, The Londoner Macao, by adding extensive thematic elements both externally and internally.

The Londoner Macao will feature new attractions and features from London, including some of London's most recognizable landmarks, an expanded retail mall and an additional 350 luxury suites.

The project will commence in 2018 and be phased to minimize disruption during the property's peak periods.

We expect the project to be completed in 2020.

In October 2017, we announced that the tower adjacent to the Four Seasons Hotel Macao will feature an additional 295 premium quality suites.

We have completed the structural work of the tower and plan to commence build out of the suites in 2018.

We expect the project to be completed in 2019.

Other

In December 2017, we requested an additional income tax exemption for either an additional 5-year period or through June 26, 2022, the date our subconcession agreement expires.

We intend to request an additional agreement with the Macao government to correspond to the income tax exemption for gaming operations.

There is no assurance that we will receive extensions on these tax arrangements.

escalators and lift lobbies leading to the gaming area, aesthetic and decorative displays, performance areas and major aisles.

We, and the licensed

approval").

to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in such foreign operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at gambling.

In addition, any beneficial owner of our voting

On March 1, 2017, a collective bargaining agreement was implemented, which includes a no-strike provision and expires on March 1, 2020.

Las Vegas, Nevada 89109 and our telephone number at that address is (702) 414-1000.

In addition, The Venetian Macao has approximately 1.2 million square feet of convention

In May 2012, the Macao government granted a land concession to Wynn Resorts Macau, allowing the casino operator to construct a full scale integrated resort in Cotai.

opened the Crown Macao, later renamed Altira.

In October 2012, MGM Grand Paradise Limited received a land concession from the Macao government to develop a casino resort in Cotai.

MGM Cotai will be located behind Sands Cotai Central and currently is expected to open in the second half of 2017.

The casino resort is expected to include approximately 1,500 hotel rooms and other non-gaming amenities.

Upon completion of the remaining retail space at Sands Cotai Central, we will own approximately 3.0 million square feet of gross retail space.

of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

| Total | | 2,431,565 | | | 100 | % | | |

We actively engage in direct marketing as allowed in various geographic regions, which is targeted at specific markets, including the premium slot and table games markets.

As our integrated resorts mature, we will continue to reinvest in our portfolio of properties to maintain our high quality products and remain competitive in the markets in which we operate.

See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Development Projects.”

certain circumstances.

from these customers even though we were unable to collect on the related receivables.

other things, the failure of MBS to perform its obligations under the Development Agreement and events of bankruptcy or dissolution.

such person.

registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense.

On December 20, 2006, we were awarded one of two Category 2 “at large” gaming licenses available in Pennsylvania.

A location in the Pocono Mountains was awarded the other Category 2 “at large” license.

On the same day, two Category 2 licenses were awarded to applicants for locations in Philadelphia, a Category 2 license was awarded to an applicant in Pittsburgh, and six race tracks were awarded Category 1 licenses.

One of the Philadelphia Category 2 licenses was revoked by the PaGCB in December 2010.

The revocation was upheld in November 2011 by an

intermediate appellate court in Pennsylvania and became final in March 2012 when the Pennsylvania Supreme Court denied a discretionary appeal from the intermediate appellate court’s ruling.

On November 18, 2014, the PaGCB granted the application for licensure of the second Pennsylvania Category 2 licensee to Stadium Casino, LLC.

The award of the license to Stadium Casino, LLC, through a contest with three other applicants, has been appealed to the Pennsylvania Supreme Court, which sent the matter back to the PaGCB in March 2016 for further review of the appropriateness of the award of the license to Stadium Casino, LLC.

A final resolution is expected in 2017.

The principal difference between Category 1 and Category 2 licenses is that the former is available only to certain race tracks.

The PaGCB also is permitted to award three Category 3 licenses.

A Category 3 licensee is authorized to operate up to 600 slot machines and 50 table games or up to 500 slot machines without table games.

To date, two Category 3 licenses have been awarded: the Valley Forge Convention Center in suburban Philadelphia and the Nemacolin Woodlands Resort in Fayette County, Pennsylvania.

An additional Category 3 license may be issued, but not before July 2017, following a formal application process.

On February 23, 2017, the union informed management that a proposed collective bargaining agreement was ratified by bargaining unit members.

We are coordinating with the union on the signing and implementation of the ratified collective bargaining agreement.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or a] smaller reporting [added: company, or an emerging growth] company.

See the definitions of [removed: “large] [added: "large] accelerated [removed: filer,” “accelerated filer” and “smaller] [added: filer," "accelerated filer," "smaller] reporting [removed: company”] [added: company," and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

As of June 30, [removed: 2016,] [added: 2017,] the last business day of the [removed: registrant’s] [added: registrant's] most recently completed second fiscal quarter, the aggregate market value of the [removed: registrant’s] [added: registrant's] common stock held by non-affiliates of the registrant was [removed: $15,754,034,137] [added: $22,931,433,772] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 793,994,554] [added: 788,881,737] shares of common stock outstanding as of February [removed: 22, 2017.][added: 21, 2018.]

| Portions of the definitive Proxy Statement to be used in connection with the [removed: registrant’s 2017] [added: registrant's 2018] Annual Meeting of Stockholders | | Part III (Item 10 through Item 14) |

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10-K 1 lvs-20171231x10k.htm 10-K

| Emerging growth company | | ¨ | | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [PART I](#sD262B281462CB3A26E88C238CC307323) | | | |

| [PART II](#s0C4BB2EE8D7009BB9CE6C238CD4ADB72) | | | |

| [PART IV](#s118FC7FDF730E9E0AC14C238D8E128AF) | | | |

| [SIGNATURES](#sE6A1C5113E65DEFDCF26C238D9556B55) | | | [138](#sE6A1C5113E65DEFDCF26C238D9556B55) |

10-K 1 lvs-20161231x10k.htm 10-K

| [PART I](#s68D54E83641D2051F4D2BF2275270B91) | | | |

| [PART II](#sAA29B93CFD54B9C337E8BF227659AC21) | | | |

| [PART IV](#s9A2E2325498292270996BF2284520D99) | | | |

| [SIGNATURES](#s15EBD24D8C4924AB598DBF2284B5A665) | | | [142](#s15EBD24D8C4924AB598DBF2284B5A665) |

We have received concessions from the Macao government to build on a six-acre land site for the Sands Macao and the sites on which The Venetian Macao, [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao, Sands Cotai Central and The Parisian Macao are located.

In October 2008, the Macao government amended our land concession to separate the retail and hotel portions of [removed: the] [added: The Plaza Macao and] Four Seasons [added: Hotel] Macao parcel and allowed us to subdivide the parcel into four separate components, consisting of retail; hotel/casino; an apart-hotel [removed: tower (see "Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development Projects");] [added: tower;] and parking areas.

In consideration for the amendment, we paid an additional land premium of approximately $18 million and will pay adjusted annual rent over the remaining term of the concession, which increased slightly due to the revised allocation [added: of parcel use.]

We continue to retain fee title to the Acquired Airspace in order to resume building when [added: demand and] market conditions improve.

of parcel use.

| First Quarter (through February [removed: 22, 2017)] [added: 21, 2018)] | $ | [removed: 57.46] [added: 79.84] | | | $ | [removed: 51.47] [added: 67.50] | |

As of February [removed: 22, 2017,] [added: 21, 2018,] there were [removed: 793,994,554] [added: 788,881,737] shares of our common stock outstanding that were held by [removed: 391] [added: 331] stockholders of record.

During the year ended December 31, [removed: 2016,] [added: 2017,] we recorded [removed: $2.29] [added: $2.31] billion as a distribution against retained earnings (of which [removed: $1.24] [added: $1.26] billion related to our Principal Stockholder and his family and the remaining $1.05 billion related to all other stockholders).

On March 31, June 30, September [removed: 30] [added: 29] and December 29, [removed: 2014,] [added: 2017,] we paid a dividend of [removed: $0.50] [added: $0.73] per common share as part of a regular cash dividend program.

[removed: During the year ended December 31, 2014, we recorded $1.61 billion as a] distribution against retained earnings (of which [removed: $863 million] [added: $1.24 billion] related to our Principal Stockholder and his family and the remaining [removed: $745 million] [added: $1.05 billion] related to all other stockholders).

In January [removed: 2017,] [added: 2018,] our Board of Directors declared a quarterly dividend of [removed: $0.73] [added: $0.75] per common share (a total estimated to be approximately [removed: $580] [added: $592] million) to be paid on March [removed: 31, 2017,] [added: 30, 2018,] to shareholders of record on March [removed: 23, 2017.][added: 22, 2018.]

We expect this level of dividend to continue quarterly through the remainder of [removed: 2017.][added: 2018.]

[added: | (2) |] In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expires on November 2, 2018. [added: All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws. All share repurchases of our common stock have been recorded as treasury shares. |]

The following performance graph compares the performance of our common stock with the performance of the Standard & [removed: Poor’s] [added: Poor's] 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, [removed: 2016.][added: 2017.]

[removed: ][added: ]

| | [removed: 12/31/2011 | | | |] 12/31/2012 | | | | 12/31/2013 | | | | 12/31/2014 | | | | 12/31/2015 | | | | 12/31/2016 | | | [added: | 12/31/2017 | | |]

| First Quarter | $ | 57.92 | | | $ | 51.35 | |

| Second Quarter | $ | 66.22 | | | $ | 55.18 | |

| Third Quarter | $ | 64.91 | | | $ | 59.16 | |

| Fourth Quarter | $ | 72.20 | | | $ | 60.85 | |

| 2018 | | | | | | | |

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock.

Our Board of Directors is authorized, subject to limitations prescribed by Nevada law and our articles of incorporation, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares.

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

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company and may adversely affect the voting and other rights of the holders of our common stock, which could have an adverse impact on the market price of our common stock.

During the year ended December 31, 2016, we recorded $2.29 billion as a

The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, 2017:

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

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

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

| Period | | Total Number of Shares Purchased | | | Weighted Average Price Paid Per Share(1) | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)(2) | | |

| October 1, 2017 — October 31, 2017 | | — | | | $ | — | | | — | | | $ | 1,260 | |

| November 1, 2017 — November 30, 2017 | | 583,100 | | | $ | 68.58 | | | 583,100 | | | $ | 1,220 | |

| December 1, 2017 — December 31, 2017 | | 503,800 | | | $ | 69.45 | | | 503,800 | | | $ | 1,185 | |

____________________

| | |

| --- | --- |

| (1) | Calculated excluding commissions. |

| | |

| --- | --- |

| Las Vegas Sands Corp. | $ | 100.00 | | | $ | 174.77 | | | $ | 132.80 | | | $ | 105.57 | | | $ | 135.92 | | | $ | 185.15 | |

| S&P 500 | $ | 100.00 | | | $ | 132.39 | | | $ | 150.51 | | | $ | 152.59 | | | $ | 170.84 | | | $ | 208.14 | |

| Dow Jones US Gambling Index | $ | 100.00 | | | $ | 171.74 | | | $ | 139.44 | | | $ | 106.90 | | | $ | 137.04 | | | $ | 192.05 | |

| 2015 | | | | | | | |

| First Quarter | $ | 61.59 | | | $ | 51.24 | |

| Second Quarter | $ | 59.90 | | | $ | 49.57 | |

| Third Quarter | $ | 57.77 | | | $ | 37.40 | |

| Fourth Quarter | $ | 52.14 | | | $ | 36.53 | |

In October 2014, our Board of Directors authorized the repurchase of $2.0 billion of our outstanding common stock, which expired on October 9, 2016.

All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.

All share repurchases of our common stock have been recorded as treasury shares.

During the quarter ended December 31, 2016, there were no shares purchased.

As of December 31, 2016, the approximate dollar value of shares that may yet be purchased under the stock repurchase program was $1.56 billion.

| Las Vegas Sands Corp. | $ | 100.00 | | | $ | 117.20 | | | $ | 204.83 | | | $ | 155.65 | | | $ | 123.73 | | | $ | 159.31 | |

| S&P 500 | $ | 100.00 | | | $ | 116.00 | | | $ | 153.58 | | | $ | 174.60 | | | $ | 177.01 | | | $ | 198.18 | |

| Dow Jones US Gambling Index | $ | 100.00 | | | $ | 110.52 | | | $ | 189.80 | | | $ | 154.10 | | | $ | 118.14 | | | $ | 151.45 | |

| | [removed: 2016(2)] [added: 2017(1)(2)] | | | | [removed: 2015] [added: 2016(3)] | | | | [removed: 2014(3)] [added: 2015] | | | | [removed: 2013(4)(5)] [added: 2014(4)] | | | | [removed: 2012(6)(7)] [added: 2013(5)(6)] | | |

| Gross revenues | $ | [removed: 12,196] [added: 13,721] | | | $ | [removed: 12,414] [added: 12,196] | | | $ | [removed: 15,426] [added: 12,414] | | | $ | [removed: 14,494] [added: 15,426] | | | $ | [removed: 11,685] [added: 14,494] | |

| Less — promotional allowances | [removed: (786] [added: (839] | | ) | | [removed: (726] [added: (786] | | ) | | [removed: (842] [added: (726] | | ) | | [removed: (724] [added: (842] | | ) | | [removed: (554] [added: (724] | | ) |

| Net revenues | [removed: 11,410] [added: 12,882] | | | | [removed: 11,688] [added: 11,410] | | | | [removed: 14,584] [added: 11,688] | | | | [removed: 13,770] [added: 14,584] | | | | [removed: 11,131] [added: 13,770] | | |

| Operating expenses | [removed: 8,917] [added: 9,420] | | | | [removed: 8,847] [added: 8,917] | | | | [removed: 10,485] [added: 8,847] | | | | [removed: 10,362] [added: 10,485] | | | | [removed: 8,820] [added: 10,362] | | |

| Operating income | [removed: 2,493] [added: 3,462] | | | | [removed: 2,841] [added: 2,493] | | | | [removed: 4,099] [added: 2,841] | | | | [removed: 3,408] [added: 4,099] | | | | [removed: 2,311] [added: 3,408] | | |

| Interest, net | [removed: (264] [added: (311] | | ) | | [removed: (250] [added: (264] | | ) | | [removed: (248] [added: (250] | | ) | | [removed: (255] [added: (248] | | ) | | [removed: (235] [added: (255] | | ) |

| Other income [added: (expense)] | [removed: 31] [added: (94] | | [added: )] | | 31 | | | | [removed: 2] [added: 31] | | | | [removed: 5] [added: 2] | | | | [removed: 6] [added: 5] | | |

| Loss on modification or early retirement of debt | (5 | | ) | | [removed: —] [added: (5] | | [added: )] | | [removed: (20] [added: —] | | [removed: )] | | [removed: (14] [added: (20] | | ) | | [removed: (19] [added: (14] | | ) |

| Income before income taxes | [removed: 2,255] [added: 3,052] | | | | [removed: 2,622] [added: 2,255] | | | | [removed: 3,833] [added: 2,622] | | | | [removed: 3,144] [added: 3,833] | | | | [removed: 2,063] [added: 3,144] | | |

| Income tax [removed: expense] [added: benefit (expense)] | [removed: (239] [added: 209] | | [removed: )] | | [removed: (236] [added: (239] | | ) | | [removed: (245] [added: (236] | | ) | | [removed: (189] [added: (245] | | ) | | [removed: (181] [added: (189] | | ) |

| Net income | [removed: 2,016] [added: 3,261] | | | | [removed: 2,386] [added: 2,016] | | | | [removed: 3,588] [added: 2,386] | | | | [removed: 2,955] [added: 3,588] | | | | [removed: 1,882] [added: 2,955] | | |

| Net income attributable to noncontrolling interests | [removed: (346] [added: (455] | | ) | | [removed: (420] [added: (346] | | ) | | [removed: (747] [added: (420] | | ) | | [removed: (649] [added: (747] | | ) | | [removed: (358] [added: (649] | | ) |

| Net income attributable to Las Vegas Sands Corp. | $ | [removed: 1,670] [added: 2,806] | | | $ | [removed: 1,966] [added: 1,670] | | | $ | [removed: 2,841] [added: 1,966] | | | $ | [removed: 2,306] [added: 2,841] | | | $ | [removed: 1,524] [added: 2,306] | |

| Basic earnings per share | $ | [removed: 2.10] [added: 3.54] | | | $ | [removed: 2.47] [added: 2.10] | | | $ | [removed: 3.52] [added: 2.47] | | | $ | [removed: 2.80] [added: 3.52] | | | $ | [removed: 1.89] [added: 2.80] | |

| Diluted earnings per share | $ | [removed: 2.10] [added: 3.54] | | | $ | [removed: 2.47] [added: 2.10] | | | $ | [removed: 3.52] [added: 2.47] | | | $ | [removed: 2.79] [added: 3.52] | | | $ | [removed: 1.85] [added: 2.79] | |

| Cash dividends declared per common [removed: share(1)] [added: share(7)] | $ | [removed: 2.88] [added: 2.92] | | | $ | [removed: 2.60] [added: 2.88] | | | $ | [removed: 2.00] [added: 2.60] | | | $ | [removed: 1.40] [added: 2.00] | | | $ | [removed: 3.75] [added: 1.40] | |

| Capital expenditures | $ | [removed: 1,398] [added: 837] | | | $ | [removed: 1,529] [added: 1,398] | | | $ | [removed: 1,179] [added: 1,529] | | | $ | [removed: 898] [added: 1,179] | | | $ | [removed: 1,449] [added: 898] | |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total assets | $ | [removed: 20,469] [added: 20,687] | | | $ | [removed: 20,863] [added: 20,469] | | | $ | [removed: 22,207] [added: 20,863] | | | $ | [removed: 22,563] [added: 22,207] | | | $ | [removed: 21,978] [added: 22,563] | |

| Long-term debt | $ | [removed: 9,428] [added: 9,344] | | | $ | [removed: 9,249] [added: 9,428] | | | $ | [removed: 9,746] [added: 9,249] | | | $ | [removed: 9,235] [added: 9,746] | | | $ | [removed: 9,946] [added: 9,235] | |

| Total Las Vegas Sands Corp. [removed: stockholders’] [added: stockholders'] equity | $ | [removed: 6,177] [added: 6,493] | | | $ | [removed: 6,817] [added: 6,177] | | | $ | [removed: 7,214] [added: 6,817] | | | $ | [removed: 7,665] [added: 7,214] | | | $ | [removed: 7,062] [added: 7,665] | |

| [removed: (1)] [added: (7)] | During the years ended December 31, [added: 2017,] 2016, 2015, [removed: 2014, 2013] [added: 2014] and [removed: 2012,] [added: 2013,] we paid quarterly dividends of [added: $0.73,] $0.72, $0.65, [removed: $0.50, $0.35] [added: $0.50] and [removed: $0.25,] [added: $0.35,] respectively, per common share as part of a regular cash dividend program. [removed: Additionally, on December 18, 2012, we paid a special cash dividend of $2.75 per common share.] |

| [removed: (2)] [added: (3)] | During the year ended December 31, 2016, we recorded pre-opening expenses of $130 million [removed: primarily due to] [added: driven by] the opening of The Parisian Macao in September 2016, a [removed: non-recurring] [added: nonrecurring] corporate expense of $79 million and a loss on disposal or impairment of assets of $79 million primarily related to the write-off of costs related to the Las Vegas Condo Tower, as well as other dispositions at the Company's various operating properties. |

| [removed: (3)] [added: (4)] | During the year ended December 31, 2014, we received a $90 million property tax refund related to a property tax settlement at Marina Bay Sands for the years 2010 through 2014. |

| [removed: (4)] [added: (5)] | The second Sheraton tower of Sands Cotai Central opened in January 2013. |

| [removed: (5)] [added: (6)] | During the year ended December 31, 2013, we recorded a legal settlement expense of $47 million. |

| (1) | During the year ended December 31, 2017, we recorded a nonrecurring non-cash income tax benefit of $526 million due to U.S. tax reform enacted at the end of 2017. |

| (2) | During the year ended December 31, 2017, we revised the estimated useful lives of certain assets to better reflect the estimated periods during which these assets are expected to remain in service, resulting in a decrease in depreciation and amortization expense and an increase in operating income of $112 million, and an increase in net income attributable to Las Vegas Sands Corp. of $72 million. |

The information as of December 31, 2014, 2013 and 2012, has been reclassified to conform to the current presentation.

| (6) | The Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively. |

| (7) | During the year ended December 31, 2012, we recorded an impairment loss of $144 million, consisting primarily of a $101 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a $43 million impairment due to the termination of the ZAiA show at The Venetian Macao. |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s05E5DD5BA035AB001CE8BF227A60BED1)] [added: Firm](#s95B539C925EF5BF69DD8C238D0BDB8F5)] | [removed: [76](#s05E5DD5BA035AB001CE8BF227A60BED1)] [added: [74](#s95B539C925EF5BF69DD8C238D0BDB8F5)] |

| [Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2017] and [removed: 2015](#s88F97FEB52128218AEB6BF225DE23603)] [added: 2016](#sA1A1269E853852077383C238B8F288C6)] | [removed: [78](#s88F97FEB52128218AEB6BF225DE23603)] [added: [76](#sA1A1269E853852077383C238B8F288C6)] |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2016](#s1EAF48A09B48C4CA32CCBF225F978F42)] [added: 2017](#sF0F4C032AD0D84455E06C238B786FEBE)] | [removed: [79](#s1EAF48A09B48C4CA32CCBF225F978F42)] [added: [77](#sF0F4C032AD0D84455E06C238B786FEBE)] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2016](#sD65A562D5842AE3A8933BF225FB7FC16)] [added: 2017](#sA686FC2FC3A65D7AE858C238BA12361D)] | [removed: [80](#sD65A562D5842AE3A8933BF225FB7FC16)] [added: [78](#sA686FC2FC3A65D7AE858C238BA12361D)] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2016](#sD5E1073EC70765068A26BF22619BDD12)] [added: 2017](#sBC1ED6D9BCB33CBE3151C238B752673E)] | [removed: [81](#sD5E1073EC70765068A26BF22619BDD12)] [added: [79](#sBC1ED6D9BCB33CBE3151C238B752673E)] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2016](#s40190D3E572D5769C3B2BF225EB88A33)] [added: 2017](#sFEDD7A1C8B89294A3BB4C238B811531C)] | [removed: [82](#s40190D3E572D5769C3B2BF225EB88A33)] [added: [80](#sFEDD7A1C8B89294A3BB4C238B811531C)] |

| [Notes to Consolidated Financial [removed: Statements](#sED482E0A7F7BB89EECDEBF227BCF75A3)] [added: Statements](#sACFCB623F5109A452C54C238D263517C)] | [removed: [84](#sED482E0A7F7BB89EECDEBF227BCF75A3)] [added: [82](#sACFCB623F5109A452C54C238D263517C)] |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#s9152C386554CC0A4A451BF225A1244CE)] [added: Accounts](#sEEF3701C0BF76DCD8C89C238B7C7680F)] | [removed: [128](#s9152C386554CC0A4A451BF225A1244CE)] [added: [126](#sEEF3701C0BF76DCD8C89C238B7C7680F)] |

To the [added: stockholders and the] Board of Directors [removed: and Stockholders] of [added: Las Vegas Sands Corp.]

[added: To the stockholders and the Board of Directors 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, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, [removed: 2016.][added: 2017, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").]

These financial statements [removed: and financial statement schedule] are the responsibility of the [removed: Company’s] [added: Company's] management.

Our responsibility is to express an opinion on the [added: Company's] financial statements [removed: and financial statement schedule] based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]

[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.

[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]

In our opinion, [removed: such consolidated] [added: the] financial statements present fairly, in all material respects, the financial position of [removed: Las Vegas Sands Corp. and subsidiaries at] [added: the Company as of] December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the Company's internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal [removed: Control-Integrated] [added: Control - Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 24, 2017] [added: 23, 2018,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

The [removed: Company's] [added: 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 [removed: Reporting appearing under Item 9A.][added: Reporting.]

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

A [removed: company's] [added: company’s] internal control over financial reporting is a process designed [removed: 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.

Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that [removed: 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, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal Control - Integrated Framework (2013) issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2016] [added: 2017] of the Company and our report dated February [removed: 24, 2017] [added: 23, 2018,] expressed an unqualified opinion on those financial statements and financial statement schedule.

| | [added: 2017 | | | |] 2016 | | | | 2015 | | |

| Cash and cash equivalents | $ | [removed: 2,128] [added: 2,419] | | | $ | [removed: 2,179] [added: 2,128] | |

| Restricted cash and cash equivalents | [removed: 10] [added: 11] | | | | [removed: 8] [added: 10] | | |

| Accounts receivable, net | [removed: 776] [added: 615] | | | | [removed: 1,268] [added: 776] | | |

| Inventories | [removed: 46] [added: 47] | | | | [removed: 43] [added: 46] | | |

| Prepaid expenses and other | [removed: 138] [added: 115] | | | | [removed: 111] [added: 138] | | |

| Total current assets | [removed: 3,098] [added: 3,207] | | | | [removed: 3,609] [added: 3,098] | | |

| Property and equipment, net | [removed: 15,903] [added: 15,516] | | | | [removed: 15,732] [added: 15,903] | | |

| Deferred income taxes, net | [removed: —] [added: 493] | | | | [removed: 24] [added: —] | | |

| Leasehold interests in land, net | [removed: 1,210] [added: 1,237] | | | | [removed: 1,262] [added: 1,210] | | |

| Intangible assets, net | [removed: 103] [added: 89] | | | | [removed: 71] [added: 103] | | |

| Other assets, net | [removed: 155] [added: 145] | | | | [removed: 165] [added: 155] | | |

| Total assets | $ | [added: 20,687 | | | $ |] 20,469 | | | $ | 20,863 | |

| Accounts payable | $ | [removed: 128] [added: 171] | | | $ | [removed: 111] [added: 128] | |

Opinion on the Financial Statements

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We have served as the Company's auditor since 2013.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

| February 23, 2018 |

| Deferred amounts related to mall sale transactions | 407 | | | | 413 | | |

| Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding | — | | | | — | | |

| Cumulative effect adjustment from change in accounting principle | — | | | | — | | | | 3 | | | | — | | | | (2 | | ) | | (1 | | ) | | — | | |

| Net income | — | | | | — | | | | — | | | | — | | | | 2,806 | | | | 455 | | | | 3,261 | | |

| Dividends declared | — | | | | — | | | | — | | | | — | | | | (2,310 | | ) | | (632 | | ) | | (2,942 | | ) |

| Balance at December 31, 2017 | $ | 1 | | | $ | (2,818 | ) | | $ | 6,580 | | | $ | 14 | | | $ | 2,716 | | | $ | 1,142 | | | $ | 7,635 | |

| Net income | $ | 3,261 | | | $ | 2,016 | | | $ | 2,386 | |

| Provision for doubtful accounts | 96 | | | | 173 | | | | 156 | | |

| Dividends paid | (2,943 | | ) | | (2,924 | | ) | | (2,707 | | ) |

| | 2017 | | | | 2016 | | | | 2015 | | |

| Conversion of equity awards to liability awards | $ | 4 | | | $ | 2 | | | $ | 7 | |

The Company is a developer of destination properties ("Integrated Resorts") that feature premium accommodations, world-class gaming, entertainment and retail, convention and exhibition facilities, celebrity chef restaurants and other amenities.

In October 2017, the Company announced that it will renovate, expand and rebrand the Sands Cotai Central into a new destination Integrated Resort, The Londoner Macao, by adding extensive thematic elements both externally and internally.

The Londoner Macao will feature new attractions and features from London, including some of London's most recognizable landmarks, an expanded retail mall and an additional 350 luxury suites.

The project will commence in 2018 and be phased to minimize disruption during the property's peak periods.

The Company expects the project to be completed in 2020.

In October 2017, the Company announced that the tower adjacent to the Four Seasons Hotel Macao will feature an additional 295 suites.

The Company has completed the structural work of the tower and plans to commence build out of the suites in 2018.

The Company expects the project to be completed in 2019.

Company and on various other assumptions that the Company believes to be reasonable under the circumstances.

During the year ended December 31, 2017, the Company changed the estimated useful lives of certain of its property and equipment based on a combination of factors accumulating over time that provided the Company with updated information to make a better estimate of the economic lives of these assets.

These factors included (1) the accumulation of historical asset replacement data at the Company's operating properties, which reflects the actual length of time the Company uses certain property and equipment, (2) the stabilization of the operating, regulatory and competitive environment in each jurisdiction the Company operates in, which includes meeting the final land concession government-imposed deadlines for the Company's Macao properties on the Cotai Strip, (3) transitioning to more predictable renovation cycles at the Company's operating properties and (4) consideration of the estimated useful lives

assigned to buildings of the Company's peers in the gaming and hospitality industry.

Based on these factors, as well as the anticipated use and condition of the assets evaluated, the Company determined that changes to the useful lives of certain property and equipment were appropriate.

As a result, the Company revised the estimated useful lives of its buildings, building improvements and land improvements from a range of 15 to 40 years to 10 to 50 years and certain other furniture, fixtures and equipment from 3 to 6 years to 5 to 10 years to better reflect the estimated periods during which these assets are expected to remain in service.

This change in estimated useful lives was accounted for as a change in accounting estimate effective July 1, 2017.

The impact of this change for the year ended December 31, 2017, was a decrease in depreciation and amortization expense and an increase in operating income of $112 million, and an increase in net income attributable to LVSC of $72 million, or earnings per share of $0.09 on a basic and diluted basis.

During the year ended December 31, 2017, the Company recognized a loss on disposal or impairment of assets of $20 million, primarily related to dispositions at our Macao and U.S. operations.

For the year ended December 31, 2017, the Company elected to perform a quantitative analysis with the last quantitative analysis being performed during the year ended December 31, 2014.

Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2).

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.

| February 24, 2017 |

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.

| Deferred rent from mall sale transactions | 113 | | | | 114 | | |

| Balance at January 1, 2014 | $ | 1 | | | $ | (571 | ) | | $ | 6,348 | | | $ | 174 | | | $ | 1,713 | | | $ | 1,835 | | | $ | 9,500 | |

| Net income | — | | | | — | | | | — | | | | — | | | | 2,841 | | | | 747 | | | | 3,588 | | |

| Dividends declared | — | | | | — | | | | — | | | | — | | | | (1,608 | | ) | | (776 | | ) | | (2,384 | | ) |

| Distributions to noncontrolling interests | — | | | | — | | | | — | | | | — | | | | — | | | | (10 | | ) | | (10 | | ) |

| Distributions to noncontrolling interests | — | | | | — | | | | — | | | | — | | | | — | | | | (14 | | ) | | (14 | | ) |

| Distributions to noncontrolling interests | — | | | | — | | | | — | | | | — | | | | — | | | | (15 | | ) | | (15 | | ) |

| Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo | — | | | | 1 | | | | 1 | | |

| Excess tax benefits from stock-based compensation | 1 | | | | 9 | | | | 4 | | |

| Dividends paid | (2,909 | | ) | | (2,693 | | ) | | (2,387 | | ) |

| Distributions to noncontrolling interests | (15 | | ) | | (14 | | ) | | (10 | | ) |

| Capitalized stock-based compensation costs | $ | — | | | $ | — | | | $ | 1 | |

| Change in common stock repurchase payable included in other accrued liabilities | $ | — | | | $ | — | | | $ | (9 | ) |

During the years ended December 31, 2016, 2015 and 2014, the Company recorded pre-opening costs at The Parisian Macao of $126 million, $22 million and $13 million, respectively.

As the Company's integrated resorts mature, the Company will continue to reinvest in its portfolio of properties to maintain its high quality products and remain competitive in the markets in which it operates.

The Four Seasons Macao 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 -branded luxury apart-hotel units and common areas.

The Company has completed the structural work of the tower and is advancing its plans with the intention to monetize the units within the Four Seasons Apartments, subject to Macao government approval.

The Company has completed the structural work of the remainder of the fourth tower of Sands Cotai Central, 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, with the intention of monetization of the units within the St. Regis tower, subject to Macao government approval.

Upon completion of the integrated resort, Sands Cotai Central will consist of a 13.7 million\-square-foot, 6,400\-room complex featuring rooms, suites and apart-hotel units, approximately 800,000 square feet of retail, entertainment and dining space, over 550,000 square feet of meeting facilities and a multipurpose theater.

In June 2016, the Company entered into an agreement to amend its Macao credit facility, which became effective in August 2016.

This agreement extended the maturity of a portion of the term loans under the facility to May 2022 and provides for additional term loan commitments of $1.0 billion (see "— Note 8 — Long-Term Debt — 2016 VML Credit Facility”).

During the year ended December 31, 2016, the Company recognized a loss on disposal or impairment of assets of $79 million, consisting primarily of a $49 million write-off of costs related to the Las Vegas Condo Tower, as well as other asset dispositions at the Company's operating properties.

This amount is included in other income in the accompanying consolidated statements of operations.

The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that annual period, with early adoption permitted.

The guidance should be applied on a prospective, retrospective or modified retrospective approach depending on the specific portion of the guidance being applied.

The Company adopted this guidance as of January 1, 2017, and noted no material effect on the Company’s financial condition, results of operations and cash flows.

| | 1,352 | | | | 1,904 | | |

| | $ | 776 | | | $ | 1,268 | |

| | 23,372 | | | | 22,237 | | |

| | $ | 15,903 | | | $ | 15,732 | |

| Other | 339 | | | | 350 | | |

| | $ | 1,094 | | | $ | 2,633 | |

| | 1,564 | | | | 1,582 | | |

| | $ | 1,210 | | | $ | 1,262 | |

The Company has received land concessions from the Macao government to

| | 47 | | | | 41 | | |

The [removed: Company’s] [added: Company's] Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of December 31, [removed: 2016,] [added: 2017,] and have concluded that they are effective at the reasonable assurance level.

The [removed: Company’s] [added: Company's] management assessed the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

Based on this assessment, management concluded that, as of December 31, [removed: 2016,] [added: 2017,] the [removed: Company’s] [added: Company's] internal control over financial reporting is effective based on this framework.

The effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2017] [added: 2018] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April [removed: 21, 2017] [added: 20, 2018] (the [removed: “Proxy Statement”),] [added: "Proxy Statement"),] including under the captions [removed: “Board] [added: "Board] of [removed: Directors,” “Executive Officers,” “Section] [added: Directors," "Executive Officers," "Section] 16(a) Beneficial Ownership Reporting [removed: Compliance”] [added: Compliance"] and [removed: “Information] [added: "Information] Regarding the Board of Directors and [removed: Its Committees.”][added: Board and Other Committees."]

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions [removed: “Executive] [added: "Executive] Compensation and Other [removed: Information,” “Director Compensation,” “Information] [added: Information," "Director Compensation," "Information] Regarding the Board of Directors and [removed: Its Committees”] [added: Board] and [removed: “Compensation] [added: Other Committees" and "Compensation] Committee [removed: Report”] [added: Report"] (which report is deemed to be furnished and is not deemed to be filed in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934).

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions [removed: “Equity] [added: "Equity] Compensation Plan [removed: Information”] [added: Information"] and [removed: “Principal Stockholders.”][added: "Security Ownership of Certain Beneficial Owners and Management."]

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions [removed: “Board] [added: "Board] of [removed: Directors,” “Information] [added: Directors," "Information] Regarding the Board of Directors and [removed: its Committees”] [added: Board] and [removed: “Certain Transactions.”][added: Other Committees" and "Certain Transactions."]

| 3.1 | | [removed: Certificate] [added: [Certificate] of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the [removed: Company’s] [added: Company's] Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, [removed: 2004).] [added: 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-3_1.htm)] |

| 3.2 | | [removed: Amended] [added: [Amended] and Restated By-laws of Las Vegas Sands Corp. [removed: (incorporate] [added: (incorporated] by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2013 and filed on February 28, [removed: 2014).] [added: 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000144530514000758/lvs-ex32_20131231x10k.htm)] |