Las Vegas Sands (LVS) 10-K risk factor changes: FY2018 vs FY2017

Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary [removed: spending on leisure activities.][added: spending.]

Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; any [removed: further] weaknesses in the job or housing market, additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism.

These factors could reduce consumer and corporate demand for the luxury amenities and leisure [added: and business] activities we offer, thus imposing additional limits on pricing and harming our operations.

There can be no assurance [removed: that] we will be able to obtain new licenses or renew any of our existing licenses, or [removed: that] if such licenses are obtained, [removed: that] such licenses will not be conditioned, suspended or revoked; and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

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

[removed: Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of] our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Given [removed: that] our operations are currently conducted primarily at properties in Macao, Singapore and Las Vegas and [removed: that] a large portion of our planned development is in Macao, we will be subject to greater degrees of risk than competitors with more operating properties or that operate in more markets.

The loss of [removed: Mr. Adelson's] [added: their] services or the services of our other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

Mr. Adelson, his family members and trusts and other entities established for the benefit of Mr. Adelson and/or his family members [removed: (collectively] [added: (Mr. Adelson, individually] our "Principal [removed: Stockholder's] [added: Stockholder," and the group, collectively our "Principal Stockholder and his] family") beneficially own approximately [removed: 55%] [added: 56%] of our outstanding common stock as of December 31, [removed: 2017.][added: 2018.]

Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries [removed: that are] derived from the earnings and cash flow generated by our operating properties.

In addition, our [added: Singapore and U.S.] subsidiaries' debt instruments and other agreements limit or prohibit certain payments of dividends or other distributions to us.

We expect [removed: that] future debt instruments for the financing of future developments [removed: will] [added: may] contain similar restrictions.

[removed: The terms of our] [added: Our] debt [removed: instruments and our] [added: instruments,] current debt service obligations and substantial indebtedness may restrict our current and future operations, particularly our ability to timely refinance existing indebtedness, finance additional growth, respond to changes or take some actions that may otherwise be in our best interests.

Our current debt [removed: instruments] [added: service obligations] contain, [removed: and] [added: or] any future debt [added: service obligations and] instruments [removed: likely will] [added: may] contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to:

| • | dispose of [added: certain] assets; |

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 8] [added: 9] — Long-Term Debt" for further description of these covenants.

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: $9.34] [added: $11.99] billion of long-term debt outstanding, net of original issue [removed: discount and] [added: discount,] deferred offering costs (excluding those costs related to our revolving [removed: facilities).][added: facilities) and cumulative fair value adjustments.]

Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our [added: U.S. and Singapore] debt is secured by liens on substantially all of our [removed: assets,] [added: assets located in those countries,] except for our equity interests in our subsidiaries.

For example, we have a principal amount of [removed: $1.27 billion, $2.38 billion, $1.46 billion] [added: $98 million in long-term debt maturing during each of the three years ended December 31, 2021] and [removed: $2.28] [added: $520 million and $3.68] billion in long-term debt maturing during the years ending December 31, [removed: 2019, 2020, 2021] [added: 2022] and [removed: 2022,] [added: 2023,] respectively.

[removed: 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.

If such additional financing is necessary, we cannot assure you [removed: that] we will be able to obtain all the financing required for the construction and opening of these projects on suitable terms, if at all.

We [removed: report] [added: record] transactions in the functional currencies of our reporting entities.

In certain instances, our entities whose functional currency is the [removed: U.S] [added: U.S.] dollar may enter, and will continue to enter, into transactions that are denominated in a currency other than U.S. dollars.

At the date that such transaction is recognized, each [removed: asset, liability, revenue, expense, gain or loss] [added: asset and liability] arising from the transaction is measured and recorded in U.S. dollars using the exchange rate in effect at that date.

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

Fluctuations in the U.S. dollar/SGD exchange [added: rate, the U.S. dollar/Macao pataca exchange] rate and/or the U.S. dollar/HKD exchange rate could have a material adverse effect on the amount of dividends and distributions from our Singapore and Macao operations.

On July 21, 2005, the People's Bank of China announced [removed: that] the renminbi will no longer be pegged to the U.S. dollar, but will be allowed to float in a band (and, to a limited extent, increase in value) against a basket of foreign currencies.

We cannot assure you [removed: that] the Hong Kong dollar will continue to be pegged to the U.S. dollar and the Macao pataca will continue to be pegged to the Hong Kong dollar or [removed: that] the current peg rate for these currencies will remain at the same level.

We do not currently hedge [removed: for] foreign currency risk related to the Hong Kong dollar, renminbi or pataca; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations.

Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than players who tend to wager [removed: lower] [added: lesser] amounts.

During the year ended December 31, [removed: 2017,] [added: 2018,] approximately [removed: 15.4%, 34.1%] [added: 15.3%, 16.0%] and [removed: 59.8%] [added: 65.8%] 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 "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 [added: around the world, including jurisdictions our gaming customers may come from, may determine, or have determined, enforcement of gaming debts is against public policy.]

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 [removed: on] [added: in] the courts of many foreign nations.

In particular, we expect [removed: that] our Macao operations will be able to enforce gaming debts only in a limited number of jurisdictions, including Macao.

To the extent our Macao gaming customers and [removed: junket operators] [added: gaming promoters] are from other jurisdictions, our Macao operations may not have access to a forum in which it will be possible to collect all gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and our Macao operations may encounter forums that will refuse to enforce such debts.

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

Our inability to collect gaming debts could have a significant adverse effect on our [added: results of operations and] cash flows.

If the winnings of our gaming customers exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our [removed: business,] financial condition, results of operations and cash flows.

There can be no assurance, however, [removed: that] the steps we take to protect our IP will be sufficient.

Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of

Adelson, Robert G.

Goldstein and Patrick Dumont.

| • | subject us to higher interest expense in the event of increases in interest rates. |

There is no assurance any of these alternatives would be available

The LIBOR calculation method may change and LIBOR is expected to be phased out after 2021.

Some of our credit facilities calculate interest on the outstanding principal balance using LIBOR.

On July 27, 2017, the United Kingdom Financial Conduct Authority (the "FCA") announced it would phase out LIBOR as a benchmark by the end of 2021.

In the meantime, actions by the FCA, other regulators or law enforcement agencies may result in changes to the method by which LIBOR is calculated.

At this time, it is not possible to predict the effect on our financial condition, results of operations and cash flows of any such changes or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere.

In addition, if third parties

If a cybersecurity or privacy event occurs, we may be unable to satisfy applicable laws and regulations or the expectation of regulators, employees, customers or other impacted individuals.

Privacy and cybersecurity laws and regulations are developing and changing frequently, and vary significantly by jurisdiction.

Many applicable laws and regulations protecting privacy and addressing cybersecurity have not yet been interpreted by regulators or courts, which causes uncertainty.

We may incur significant costs in our efforts to comply with the various applicable privacy and cybersecurity laws and regulations as they emerge and change.

Also, privacy and cybersecurity laws and regulations may limit our ability to protect individuals, including customers and employees.

For example, these laws and regulations may restrict information sharing in ways that make it more difficult to obtain or share information concerning at-risk individuals.

Compliance with applicable privacy laws and regulations also may adversely impact our ability to market our products, properties, and services to our guests and patrons.

In addition, non-compliance by us, or potentially by third parties with which we share information, with any applicable privacy and cybersecurity law or regulation, including accidental loss, inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of data.

We are subject to different regulator(s)' and others' interpretations of our compliance with these new and changing laws and regulations.

company data may have been destroyed, and we may experience additional cybersecurity attacks in the future, potentially with more frequency or sophistication.

We rely on proprietary and commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of customer and employee information, such as payment card and other confidential or proprietary information.

We also rely extensively on computer systems to process transactions, maintain information, and manage our businesses.

Disruptions in the availability of our computer systems, through cyber-attacks or otherwise, could impact our ability to service our customers and adversely affect our sales and the results of operations.

For instance, there has been an increase in criminal cybersecurity attacks against companies where customer and company information has been compromised and company data has been destroyed.

For example, the systems currently used for the transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled by the payment card industry, not us.

Advances in computer software capabilities and encryption technology, new tools, and other developments, including continuously evolving attack methods that may exploit vulnerabilities based on these advances, may increase the risk of a security breach or other intrusion.

Our gaming operations rely heavily on technology services provided by third parties.

In the event there is an interruption of these services to us, it may have an adverse effect on our operations and financial condition.

We engage a number of third parties to provide gaming operating systems for the facilities we operate.

As a result, we rely on such third parties to provide uninterrupted services to us in order to run our business efficiently and effectively.

In the event one of these third parties experiences a disruption in its ability to provide such services to us (whether due to technological difficulties or power problems), this may result in a material disruption at the gaming facilities in which we operate and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Any unscheduled interruption in our technology services is likely to result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our gaming operations, cloud computing and gaming systems.

Such interruptions may occur as a result of, for example, catastrophic events or rolling blackouts.

Our systems are also vulnerable to damage or interruption from earthquakes, floods, fires, telecommunication failures, terrorist attacks, computer viruses, computer denial-of-service attacks and similar events.

We previously announced the renovation, expansion and rebranding of Sands Cotai Central, the addition of approximately 370 luxury suites in the St. Regis Tower Suites Macao and the development of approximately 290

additional premium quality suites in the Four Seasons Tower Suites Macao.

Upon termination of our subconcession, our casinos and gaming-related equipment would automatically be

No additional concessions or subconcessions have been granted since 2002.

This legislation, as amended on July 14, 2017 and effective as of January 1, 2018, permits casinos to maintain designated smoking rooms opened to the public, as long as such rooms comply with certain conditions, namely that no gaming equipment is installed within a three-meter radius from their entrance doors, that they are physically separated from the remaining areas and that no activity other than smoking is conducted inside the rooms, including gaming.

For a more complete description of the gaming regulatory requirements that have an effect on our business, see "Item 1 — Business — Regulation and Licensing."

future, or new laws and regulations could be enacted.

Adelson and our other executive officers.

| • | 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.

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

If a sophisticated cyber event occurs, our systems may be unable to satisfy applicable regulations or employee and customer expectations.

laws.

For a more complete description of the Macao gaming regulatory requirements, see "Item 1 — Business — Regulation and Licensing — Macao Concession and Our Subconcession."

For a more complete description of the Singapore gaming regulatory requirements, see "Item 1 — Business — Regulation and Licensing — Development Agreement with Singapore Tourism Board."

Our competitors have announced additional Macao facilities with planned opening dates in 2018.

to any party.

We also own and operate the Marina Bay Sands in Singapore.

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.

These tax arrangements expire at the end of 2018.

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.

Our gaming revenue associated with junket operators is in decline and may continue to decline in the future.

dollar in Macao.

We may not be able to monetize some of our real estate assets.

Part of our business strategy in Macao and Singapore relies upon our ability to profitably operate, sell and/or grant rights of use over certain of our real estate assets once completed, including retail malls.

Our ability to monetize these assets will be subject to market conditions, applicable legislation, the receipt of necessary government approvals and other factors.

If we are unable to profitably operate and/or monetize these real estate assets, it may have a material adverse effect on our financial condition, results of operations and cash flows.

with us.

Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.

To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

For a more complete description of the Nevada gaming regulatory requirements applicable to beneficial owners of our voting securities, see "Item 1 — Business — Regulation and Licensing — State of Nevada."

For a more complete description of the Pennsylvania gaming regulatory requirements applicable to beneficial owners of our voting securities, see "Item 1 — Business — Regulation and Licensing — Commonwealth of Pennsylvania."

See [removed: "— Special] [added: "Special] Note Regarding Forward-Looking Statements."

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

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

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

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

| [removed: | Year Ended] [added: For the year ended] December 31, [added: 2018] | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| | [removed: 2017 | | |] [added: 2018] | [removed: Percent Change] | | | [removed: 2016] [added: 2017] | | | | Percent Change | | [removed: | 2015 | | |]

| | [removed: (Dollars in] [added: (In] millions) | | | | | | | | | | | | | | | | | [added: | | | | | |]

The volume measurement for Non-Rolling Chip play is table games drop ("drop"), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased [added: and exchanged] at the cage.

Our Rolling Chip win percentage [removed: (calculated before discounts and commissions)] is expected to be 3.0% to 3.3% in Macao and 2.7% to 3.0% in Singapore.

Actual win percentage may vary from our expected win percentage and [removed: the trailing 12-month] [added: historical] win and hold percentages.

In Macao and Singapore, [removed: 15.4%] [added: 15.3%] and [removed: 34.1%,] [added: 16.0%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2017.][added: 2018.]

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 [removed: that are] deposited in the table drop box.

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

Approximately [removed: 59.8%] [added: 65.8%] of our table games play at our Las Vegas Operating Properties, for the year ended December 31, [removed: 2017,] [added: 2018,] was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash basis.

GLA does not include space [removed: that is] currently under development or not on the market for lease.

Base rent per square foot is the weighted average [removed: base,] [added: base] or [removed: minimum,] [added: minimum] rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy.

| Convention, retail and other | [removed: 550] [added: 622] | | | | [removed: 533] [added: 577] | | | | [removed: 3.2] [added: 7.8] | % |

| Total net revenues | $ | [removed: 12,882] [added: 12,728] | | | $ | [removed: 11,410] [added: 11,271] | | | 12.9 | % |

Consolidated net revenues were [removed: $12.88] [added: $12.73] billion for the year ended December 31, 2017, an increase of [removed: $1.47] [added: $1.46] billion compared to [removed: $11.41] [added: $11.27] billion for the year ended December 31, 2016.

The increase was primarily due to increases of [removed: $1.02 billion] [added: $994 million] at The Parisian Macao, which opened in September 2016, and [removed: $355] [added: $343] million at Marina Bay Sands, primarily due to increased casino revenues.

Casino revenues increased [removed: $1.29] [added: $1.20] billion compared to the year ended December 31, 2016.

The increase was due to increases of [removed: $911] [added: $805] million at The Parisian Macao, which opened in September 2016, and [removed: $357] [added: $368] million at Marina Bay Sands, driven by increases in Rolling Chip win percentage and volume.

| Total casino revenues | $ | [removed: 2,577] [added: 2,362] | | | $ | [removed: 2,495] [added: 2,286] | | | 3.3 | % |

| Total casino revenues | $ | 1,622 | | | $ | [removed: 1,672] [added: 1,433] | | | [removed: (3.0] [added: 13.2] | [removed: )%] [added: %] |

| Total casino revenues | $ | [removed: 1,270] [added: 380] | | | $ | 359 | | | [removed: 253.8] [added: 5.8] | % |

| Non-Rolling Chip drop | $ | [removed: 3,746] [added: 9,068] | | | $ | [removed: 3,878] [added: 7,399] | | | [removed: (3.4] [added: 22.6] | [removed: )%] [added: %] |

| Non-Rolling Chip win percentage | [removed: 28.4] [added: 24.7] | | % | | [removed: 28.5] [added: 25.2] | | % | | [removed: (0.1] [added: (0.5] | )pts |

| Slot hold percentage | [removed: 8.1] [added: 4.5] | | % | | [removed: 8.0] [added: 4.4] | | % | | 0.1 | pts |

| Total casino revenues | $ | [removed: 540] [added: 493] | | | $ | [removed: 530] [added: 484] | | | 1.9 | % |

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances [removed: that are] associated with games of chance in which large amounts are wagered.

Room revenues increased [removed: $92] [added: $87] million compared to the year ended December 31, 2016.

The increase was primarily due to increases of [removed: $95] [added: $92] million at The Parisian Macao, which opened in September 2016, and [removed: $21] [added: $24] million at Sands Cotai Central, driven by increased occupancy and average daily room rates, partially offset by an $18 million decrease at Marina Bay Sands, driven by decreased [removed: occupancy.][added: occupancy and fewer rooms available due to renovations.]

| Total room revenues | $ | [removed: 184] [added: 16] | | | $ | [removed: 182] [added: 16] | | | [removed: 1.1] [added: —] | [removed: %] |

| Average daily room rate (ADR) | $ | [removed: 221] [added: 225] | | | $ | 214 | | | [removed: 3.3] [added: 5.1] | % |

| Revenue per available room (RevPAR) | $ | [removed: 202] [added: 162] | | | $ | 184 | | | [removed: 9.8] [added: (12.0] | [removed: %] [added: )%] |

| Total room revenues | $ | [removed: 295] [added: 39] | | | $ | [removed: 274] [added: 34] | | | [removed: 7.7] [added: 14.7] | % |

| Average daily room rate (ADR) | $ | [removed: 151] [added: 157] | | | $ | [removed: 148] [added: 149] | | | [removed: 2.0] [added: 5.4] | % |

| Revenue per available room (RevPAR) | $ | [removed: 131] [added: 406] | | | $ | [removed: 122] [added: 406] | | | [removed: 7.4] [added: —] | [removed: %] |

| Total room revenues | $ | [removed: 131] [added: 17] | | | $ | [removed: 36] [added: 19] | | | [removed: 263.9] [added: (10.5] | [removed: %] [added: )%] |

On March 8, 2018, we entered into a purchase and sale agreement under which PCI Gaming Authority, an unincorporated, chartered instrumentality of the Poarch Band of Creek Indians, will acquire Sands Bethlehem for a total enterprise value of $1.30 billion.

The closing of the transaction is subject to regulatory review and other closing conditions.

Revenue Recognition

We adopted the new revenue recognition standard on January 1, 2018, on a full retrospective basis.

Revenue from contracts with customers primarily consists of casino wagers, room sales, food and beverage transactions, rental income from our mall tenants, convention sales and entertainment and ferry ticket sales.

These contracts can be written, oral or implied by customary business practices.

Gross casino revenue is the aggregate of gaming wins and losses.

The commissions rebated to gaming promoters and premium players for rolling play, cash discounts and other cash incentives to patrons related to gaming play are recorded as a reduction to gross casino revenue.

Gaming contracts include a performance obligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis to incentivize gaming or in exchange for points earned under our loyalty programs.

When a patron earns points under our loyalty programs, the estimated fair value of the points earned is deferred until redemption.

Once redeemed, revenue is recognized in its respective revenue type.

Similarly, revenue is also allocated to its respective revenue type for complimentaries provided at management's discretion.

After the aforementioned allocations, the residual amount is recorded to casino revenue.

Hotel revenue recognition criteria are met at the time of occupancy.

Food and beverage revenue recognition criteria are met at the time of service.

Convention revenues are recognized when the related service is rendered or the event is held.

Deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred revenue until the revenue recognition criteria are met.

Cancellation fees for hotel, convention space and food and beverage services are recognized upon cancellation by the customer and are included in other revenues.

Ferry and entertainment revenue recognition criteria are met at the completion of the ferry trip or event, respectively.

Revenue from contracts with a combination of these services is allocated pro rata based on each service’s stand-alone selling price.

Revenue from leases is primarily recorded to mall revenue and is generated from base rents and overage rents received through long-term leases with retail tenants.

Base rent, adjusted for contractual escalations, is recognized on a straight-line basis over the term of the related lease.

Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized until the threshold is met.

Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

As of January 1, 2018, Non-Rolling Chip drop at Marina Bay Sands includes chips purchased and exchanged at the cage, consistent with our Macao properties.

Prior period amounts have been updated to conform to

the current presentation.

Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis.

Actual win percentage may vary from our expected win percentage and historical win and hold percentages.

Net revenues and operating income for the year ended December 31, 2018, increased 7.9% to $13.73 billion and 8.3% to $3.75 billion compared to $12.73 billion and $3.46 billion, respectively, for the year ended December 31, 2017.

The increases were primarily driven by stronger operating performance in Macao due to a 14% increase in revenues.

Net income decreased 9.6% to $2.95 billion for the year ended December 31, 2018, compared to $3.26 billion for the year ended December 31, 2017.

The decrease was primarily driven by an increase in tax expense due to a nonrecurring non-cash income tax benefit of $526 million related to U.S. tax reform (as discussed below), partially offset by the increase in operating income.

| Casino | $ | 9,819 | | | $ | 9,086 | | | 8.1 | % |

| Rooms | 1,733 | | | | 1,586 | | | | 9.3 | % |

| Mall | 690 | | | | 651 | | | | 6.0 | % |

| Total net revenues | $ | 13,729 | | | $ | 12,728 | | | 7.9 | % |

The increase was primarily driven by a $1.08 billion increase from our Macao operations, primarily due to increased casino revenues.

The increase was primarily attributable to a $936 million increase at our Macao operating properties, driven by increases in Non-Rolling Chip drop and Rolling Chip volume.

The increase was partially offset by a $155 million decrease at Marina Bay Sands, driven by a decrease in Rolling Chip volume.

The following table summarizes our results of operations:

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

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

| Net revenues | $ | 12,882 | | | 12.9 | % | | $ | 11,410 | | | (2.4 | )% | | $ | 11,688 | |

| Operating expenses | 9,420 | | | | 5.6 | % | | 8,917 | | | | 0.8 | % | | 8,847 | | |

| Operating income | 3,462 | | | | 38.9 | % | | 2,493 | | | | (12.2 | )% | | 2,841 | | |

| Income before income taxes | 3,052 | | | | 35.3 | % | | 2,255 | | | | (14.0 | )% | | 2,622 | | |

| Net income | 3,261 | | | | 61.8 | % | | 2,016 | | | | (15.5 | )% | | 2,386 | | |

| Net income attributable to Las Vegas Sands Corp. | 2,806 | | | | 68.0 | % | | 1,670 | | | | (15.1 | )% | | 1,966 | | |

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.

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.

Complimentary room rates are determined based on an analysis of retail (or cash) room rates by type of customer and room product to ensure the complimentary room rates are consistent with retail rates.

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

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

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

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

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

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

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

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

| U.S. Operations: | | | | | | | | | | |

| Total casino revenues | $ | 456 | | | $ | 439 | | | 3.9 | % |

The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis.

| The Outlets at Sands Bethlehem | | | | | | | | | | |

| Mall gross leasable area (in square feet) | 147,540 | | | | 150,972 | | | | (2.3 | )% |

| Occupancy | 96.5 | | % | | 92.3 | | % | | 4.2 | pts |

N/M - Not Meaningful

| (2) | The Shoppes at Parisian opened in September 2016. |

| Casino | $ | 5,402 | | | $ | 4,838 | | | 11.7 | % |

| Rooms | 286 | | | | 262 | | | | 9.2 | % |

| Food and beverage | 448 | | | | 421 | | | | 6.4 | % |

| Mall | 76 | | | | 64 | | | | 18.8 | % |

| General and administrative | 1,415 | | | | 1,284 | | | | 10.2 | % |

| Corporate | 174 | | | | 256 | | | | (32.0 | )% |

Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.

Development expenses include the costs associated with the Company's evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments.

Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance.

In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation.

Our primary [removed: exposure] [added: exposures] to market risk [removed: is] [added: are] interest rate risk associated with our [removed: variable rate] long-term debt and [added: interest rate swap contracts and] foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of [removed: interest rate swaps,] futures, options, caps, forward contracts and similar instruments.

As of December 31, [removed: 2017,] [added: 2018,] the estimated fair value of our long-term debt was approximately [removed: $9.61] [added: $11.65] billion, compared to its carrying value of [removed: $9.72] [added: $12.08] billion.

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

[removed: Based on variable-rate debt levels as of December 31, 2017, a] [added: A] hypothetical 100 basis point change in [removed: LIBOR, HIBOR] [added: LIBOR] and SOR would cause our annual interest cost [added: on our long-term debt] to change by approximately [removed: $98] [added: $121] million.

Foreign currency transaction [removed: losses] [added: gains] for the year ended December 31, [removed: 2017] [added: 2018,] were [removed: $83] [added: $25] million primarily due to Singapore dollar denominated intercompany debt reported in U.S. dollars and U.S. dollar denominated [removed: intercompany] debt [removed: held in Macao.][added: issued by SCL.]

Based on balances as of December 31, [removed: 2017,] [added: 2018,] a hypothetical [removed: 100 basis points change in] [added: 10% weakening of] the U.S. dollar/SGD exchange rate would cause a foreign currency transaction [removed: gain/loss] [added: loss] of approximately [removed: $12] [added: $129] million and a hypothetical [removed: 100 basis points change in] [added: 1% weakening of] the U.S. dollar/pataca exchange rate would cause a foreign currency transaction [removed: gain/loss] [added: loss] of approximately [removed: $15] [added: $40] million.

[removed: We maintain a significant] amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

Our derivative financial instruments currently consist of interest rate swap contracts on certain fixed-rate long-term debt, which have been designated as hedging instruments for accounting purposes.

A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by $396 million, inclusive of the impact from the interest rate swaps.

The total notional amount of our fixed-to-variable interest rate swaps was $5.50 billion as of December 31, 2018.

The fair value of the interest rate swaps, on a stand-alone basis, as of December 31, 2018, was an asset of $56 million.

A hypothetical 100 basis point change in LIBOR would cause the fair value of the interest rate swaps to change by approximately $88 million.

The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a range).

We maintain a significant

(quoted prices in markets that are not active).

As our long-term debt obligations are primarily variable-rate debt, a change in LIBOR, HIBOR and SOR is not expected to have a material impact on the fair value of our long-term debt.

See also "— Liquidity and Capital Resources," "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt," and "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Fair Value Measurements."

We believe [removed: that] our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating substantial [added: growth and] cash flow while simultaneously pursuing new development opportunities.

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

Additionally, we believe [removed: that] being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Through our [removed: 70.1%] [added: 70.0%] ownership of Sands China Ltd. ("SCL"), we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region ("Macao") of the People's Republic of China ("China").

These properties include The Venetian Macao Resort Hotel ("The Venetian Macao"); Sands Cotai Central; The Parisian [removed: Macao, which opened on September 13, 2016;] [added: Macao;] The Plaza Macao and Four Seasons Hotel Macao, Cotai Strip (the "Four Seasons Hotel Macao"); and the Sands Macao.

Our properties in the United States include The Venetian Resort [removed: Hotel Casino ("The Venetian] Las [removed: Vegas") and The Palazzo Resort Hotel Casino ("The Palazzo"),] [added: Vegas, a] luxury [removed: resorts] [added: resort] on the Las Vegas Strip, [removed: as well as] [added: and] the Sands Expo and Convention Center (the "Sands Expo Center," and together with The Venetian [added: Resort] Las [removed: Vegas and The Palazzo,] [added: Vegas,] the "Las Vegas Operating Properties") in Las Vegas, Nevada and the Sands Casino Resort Bethlehem (the "Sands Bethlehem") in Bethlehem, Pennsylvania.

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

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

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission ("SEC") filings, and any amendments to those reports and any other filings [removed: that] we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available at the SEC's [removed: internet] [added: web] site address at [removed: www.sec.gov or in the SEC's Public Reference Room at 100 F Street, NE, Washington D.C., 20549.][added: www.sec.gov.]

Investors and others should note [removed: that] we announce material financial information using our investor relations website [removed: (http://investor.sands.com),] [added: (https://investor.sands.com),] our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts.

It is possible [removed: that] the information we post regarding SCL could be deemed to be material information.

The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we [removed: file,] [added: file or furnish with the SEC,] and any reference to these websites are intended to be inactive textual references only.

In Macao, our operating segments are: The Venetian Macao; Sands Cotai Central; The Parisian [removed: Macao, which opened in September 2016;] [added: Macao;] The Plaza Macao and Four Seasons 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 [added: expansion and] rebranding of Sands Cotai [removed: Central, the additional hotel tower at] [added: Central to] The [removed: Plaza Macao and] [added: Londoner Macao, the] Four Seasons [removed: Hotel] [added: Tower Suites Macao, the St. Regis Tower Suites] Macao and our Las Vegas condominium project [removed: (which] [added: (for which] construction currently is suspended) in the United States.

The Venetian Macao is the anchor property of our Cotai Strip development and is conveniently located approximately two miles from the Taipa Ferry Terminal on Macao's Taipa [removed: Island.][added: Island and six miles from the bridge linking Hong Kong, Macao and Zhuhai.]

The Venetian Macao includes approximately 374,000 square feet of gaming space with approximately [removed: 635] [added: 710] table games and [removed: 1,690] [added: 1,540] 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: 926,000] [added: 943,000] square feet of unique retail shopping with more than [removed: 340] [added: 350] stores featuring many international brands and home to more than 50 restaurants and food outlets featuring an international assortment of cuisines.

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

The property features four hotel towers: the first hotel tower, which opened in April 2012, consisting of approximately 650 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; the second hotel tower, which opened in September 2012, consisting of approximately [removed: 1,850] [added: 1,800] rooms and suites under the Sheraton brand; the third hotel tower, which opened in January 2013, consisting of approximately 2,100 rooms and suites under the Sheraton brand; and the fourth hotel tower, which opened in December 2015, consisting of approximately 400 rooms and suites under the St. Regis brand.

The [removed: property] [added: Integrated Resort] includes approximately 367,000 square feet of gaming space with approximately [removed: 435] [added: 430] table games and [removed: 1,845] [added: 1,410] slot machines, approximately 369,000 square feet of meeting space, a [removed: 1,700-seat] [added: 1,701-seat] theater, approximately [removed: 424,000] [added: 520,000] square feet of retail space with more than [removed: 130] [added: 150] stores and home to [added: more than] 50 restaurants and food outlets.

On September 13, 2016, we opened The Parisian Macao, our newest Integrated Resort on the Cotai Strip, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Hotel Macao, and includes approximately 253,000 square feet of gaming space with approximately [removed: 395] [added: 340] table games and [removed: 1,485] [added: 1,100] slot machines.

The Parisian Macao also features approximately [removed: 2,800] [added: 2,500] rooms and suites and the Shoppes at Parisian, approximately [removed: 300,000] [added: 296,000] square feet of unique retail shopping with more than [removed: 160] [added: 150] stores featuring many international brands and home to [removed: 19] [added: 23] restaurants and food outlets featuring an international assortment of cuisines.

Directly in front of The Parisian Macao, and connected via a covered [removed: walk-way] [added: walkway] to the main building, is a half-scale authentic re-creation of the Eiffel Tower containing a viewing platform and restaurant.

The Plaza Macao and Four Seasons Hotel Macao, which is located adjacent to The Venetian Macao, has approximately 105,000 square feet of gaming space with approximately 120 table games and [removed: 195] [added: 160] slot machines at its Plaza Casino.

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

The Shoppes at Four Seasons includes approximately [removed: 258,000] [added: 242,000] square feet of retail space and is connected to the Shoppes at Venetian.

The Sands Macao, the first U.S. operated Las Vegas-style casino in Macao, is situated near the Macao-Hong Kong Ferry Terminal on a waterfront parcel centrally located between Macao's Gongbei border gate with China and Macao's [removed: central business district.]

The Sands Macao includes approximately 213,000 square feet of gaming space with approximately [removed: 215] [added: 220] table games and [removed: 910] [added: 870] slot machines.

See [removed: "— Regulation] [added: "Regulation] and Licensing — Macao Concession and Our Subconcession."

The Integrated Resort offers approximately 160,000 square feet of gaming space with approximately [removed: 605] [added: 625] table games and [removed: 2,500] [added: 2,360] 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.

Marina Bay Sands also includes approximately 1.2 million square feet of meeting and convention space and [removed: two] [added: a] state-of-the-art [removed: theaters] [added: theater] for top Broadway shows, concerts and gala events.

See [removed: "— Regulation] [added: "Regulation] and Licensing — Development Agreement with Singapore Tourism Board."

According to Macao government statistics [removed: 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: $33.2] [added: $37.7] billion in [removed: 2017, an 18.5%] [added: 2018, a 13.4%] increase compared to [removed: 2016.][added: 2017.]

We expect [removed: that] Macao will continue to experience meaningful long-term growth and the approximately [removed: 33] [added: 36] million visitors [removed: that] Macao welcomed in [removed: 2017] [added: 2018] will continue to increase over time.

We intend to continue to introduce more modern and popular products that appeal to the Asian marketplace and believe [removed: that] our high-quality gaming product has enabled us to capture a meaningful share of the overall Macao gaming market across all types of players.

In addition, the bridge linking Hong Kong, Macao and [removed: Zhuhai was completed in late 2017 and is expected to open] [added: Zhuhai, which opened] in 2018, [removed: and will reduce] [added: has reduced] the travel time between Hong Kong and [added: Macao and the travel time from the Hong Kong International Airport to] Macao.

In February 2014, SJM announced the development of Grand Lisboa Palace, a 2,000-room resort on Cotai that is scheduled to open in [removed: 2018.][added: the second half of 2019.]

MGM Grand Paradise Limited, a joint venture between MGM Resorts International and Pansy Ho Chiu-King, obtained a subconcession from SJM in April [removed: 2005,] [added: 2005 (which subconcession expires in March 2020),] allowing the joint venture to conduct gaming operations in Macao.

Wynn Resorts (Macau), S.A. ("Wynn Resorts Macau"), a subsidiary of Wynn Resorts Limited, holds a concession and owns and operates the Wynn Macau and Encore at Wynn [removed: Macau, which opened in September 2006 and April 2010, respectively.][added: Macau.]

In 2006, an affiliate of Publishing and Broadcasting Limited ("PBL") purchased [removed: Wynn Resorts Macau's] [added: the] subconcession right under [removed: its] [added: Wynn Resorts Macau's] gaming concession, which permitted the PBL affiliate to receive a gaming subconcession from the Macao government.

We focus on the mass market, which comprises our most profitable gaming segment.

We believe the mass market segment will continue to have long-term growth as a result of the introduction of more high-quality gaming facilities and non-gaming amenities into our various markets.

Our properties also cater to VIP and premium players by providing them with luxury amenities and high service levels.

We are dedicated to being a good corporate citizen, anchored by the core values of serving people, planet and communities.

We strive to deliver a positive working environment for our team members worldwide and pledge to promote the advancement of aspiring team members through a range of educational partnerships, grants and leadership training.

We also drive social impact through the Sands Cares charitable giving and community engagement program, and environmental performance through the award-winning Sands ECO360 global sustainability program.

We are committed to creating and investing in industry-leading policies and procedures to safeguard our patrons, partners, employees and neighbors.

Our industry-leading Integrated Resorts provide substantial contributions to our host communities including growth in leisure and business tourism, sustained job creation and ongoing financial opportunities for local small and medium-sized businesses.

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

Strengths and Strategies

We believe we have a number of strengths that differentiate our business from our competitors, including:

Diversified, high quality Integrated Resort offerings with substantial non-gaming amenities.

Our Integrated Resorts feature non-gaming attractions and amenities including world-class entertainment, expansive retail offerings and market-leading meetings, incentives, conventions and exhibitions ("MICE") facilities.

These attractions and amenities enhance the appeal of our Integrated Resorts, contributing to visitation, length of stay and customer expenditure at our resorts.

The broad appeal of our market-leading Integrated Resort offerings in our various markets enables us to serve the widest array of customer segments in each market.

Substantial and diversified cash flow from existing operations.

We generated $4.70 billion of cash from operations during the year ended December 31, 2018, primarily from gaming and non-gaming sources, including retail, hotel, food and beverage, entertainment and MICE business.

Market leadership in the growing high-margin mass market gaming segment.

We focus on the high-margin mass gaming segment.

During the year ended December 31, 2018, we had the highest percentage of gaming win from mass tables and slots of the Macao operators, with approximately 30% market share.

Management estimates our mass market table revenues typically generate a gross margin that is approximately four times higher than the gross margin

on our typical VIP table revenues in Macao.

During the year ended December 31, 2018, non-rolling gross gaming revenue contributed to over two-thirds of total gross gaming revenue at Marina Bay Sands.

Established brands with broad regional and international market awareness and appeal.

Our brands enjoy broad regional and international market awareness and appeal.

The Venetian Macao is the most visited Integrated Resort in Macao, and enjoys broad brand awareness both regionally and globally.

We estimate that since 2016 The Parisian Macao digital marketing and social media program has reached over 4 billion online impressions, including from platforms within China such as Sina Weibo.

Additionally, Marina Bay Sands has become an iconic part of the Singapore skyline and is often featured in movies and other media.

Experienced management team with a proven track record.

Mr. Sheldon G.

Adelson is our founder, chairman and chief executive officer.

Mr. Adelson’s business career spans more than seven decades and has included creating and developing to maturity numerous companies.

Mr. Adelson created the MICE-based Integrated Resort and pioneered its development in the Las Vegas and Singapore markets, as well as in Macao, where he planned and developed the Cotai Strip.

Mr. Robert G.

Goldstein, our President and Chief Operating Officer, has been an integral part of the Company's executive team from the very outset - even before The Venetian Resort Las Vegas was a concept.

Mr. Goldstein is one of the most respected and knowledgeable hospitality and gaming executives in the industry today, and provides strategic direction to our properties.

Mr. Patrick Dumont, our Executive Vice President and Chief Financial Officer, has been with the Company for more than eight years and has prior experience in corporate finance and management.

He and the management team are focused on increasing our balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute our return of excess capital to shareholders.

Unique MICE and entertainment facilities.

Our market-leading MICE and entertainment facilities contribute to our markets’ diversification and appeal to business and leisure travelers while diversifying our cash flows and increasing revenues and profit.

In addition, our properties are differentiated by our high-end gaming facilities and significant retail offerings.

We pride ourselves on being an exemplary employer and an upstanding corporate citizen that helps improve the quality of life for our team members and the communities in which we operate.

Through our Sands Cares program and other avenues, we are an active community partner offering assistance to charitable organizations and other worthy causes.

We are also committed to protecting the environment and to being a global leader in sustainable resort development.

Information related to the operation of the SEC's Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

See "Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development 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, 2017, see "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — Segment Information."

Strip.

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.

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

In total, these new projects will add approximately 3,400 incremental hotel rooms, along with other non-gaming offerings and gaming capacity.

More than 1.0 billion people are estimated to live within a three-hour flight from Macao and more than 3.0 billion people are estimated to live within a five-hour flight from Macao.

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

The estimated population within a 5-hour flight of Singapore is more than 2.0 billion.

markets for visitors to Singapore for 2017 were Indonesia and China.

The Venetian Las Vegas has 4,028 suites situated in a 3,015-suite, 35-story three-winged tower rising above the casino and the adjoining 1,013-suite, 12-story Venezia tower.

The casino at The Palazzo has approximately 105,000 square feet of gaming space and includes approximately 130 table games and 700 slot machines.

The Palazzo has a 50-floor luxury hotel tower with 3,064 suites and includes a Canyon Ranch SpaClub, a Paiza Club and a world-class theater.

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.

Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.

| Shoppes at Venetian | | | 786,429(2) | | Zara, Swarovski, Victoria's Secret, Tiffany & Co., Uniqlo, Rolex, H&M, Plein Sport |

| The Outlets at Sands Bethlehem | | | 147,540 | | Coach, Lenox, Tommy Hilfiger, Nine West, Guess, Under Armour |

| Specialty foods | | 29,333 | | | 1 | % | | The Chocolate Shop, Cold Storage Specialty |

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

See "Item 1A — Risk Factors — Risks Associated with Our International Operations — We will stop generating any gaming revenues from our Macao operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right."

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.

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

See "Item 1A — Risk Factors — Risks Associated with our International Operations — We are currently not required to pay corporate income taxes on our casino gaming operations in Macao.

Additionally, we currently have an agreement with the Macao government that provides for a fixed annual payment that is a substitution for a 12% tax otherwise due from VML's shareholders on dividends distributed from our Macao gaming operations.

These tax arrangements expire at the end of 2018."

On April 19, 2016, MBS was granted its latest license for a further three-year period expiring on April 25, 2019, which required payment of SGD 66 million (approximately $47 million at exchange rates in effect at the time of the transaction) as part of the renewal process.

This minimum investment requirement must be satisfied in full upon the earlier of eight years from the date of the Development Agreement or three years from the issuance of the casino license (issued in April 2010), which obligation has been fulfilled.

MBS was required to complete the construction of the Marina Bay Sands by August 22, 2014, in order to avoid an event of default under the Development Agreement that could result in a forfeiture of the lease for the land parcels underlying the integrated resort.

Pursuant to the Development Agreement, MBS was permitted to open Marina Bay Sands in stages and in accordance with an agreed upon schedule.

This schedule was met by MBS as confirmed by an audit conducted on behalf of the STB.

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

We, and the licensed

approval").

In addition, any beneficial owner of our voting

For a discussion of legal proceedings, see "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 13] [added: 15] — Commitments and Contingencies — Litigation."

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large accelerated filer | | x | | Accelerated filer | | ¨ | [added: | Emerging growth company | | ¨ |]

| Non-Accelerated filer | | ¨ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ¨ | [added: | | | |]

As of June [removed: 30, 2017,] [added: 29, 2018,] the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was [removed: $22,931,433,772] [added: $27,125,139,905] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 788,881,737] [added: 775,051,979] shares of common stock outstanding as of February [removed: 21, 2018.][added: 19, 2019.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2018] [added: 2019] Annual Meeting of Stockholders | | Part III (Item 10 through Item 14) |

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10-K 1 lvs-20181231x10k.htm 10-K

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

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| [PART I](#s7B71089070775A54A01EDABBA55AE766) | | | |

| [PART II](#s9F3C43A2494F5F59954003A6A07302D0) | | | |

| [PART IV](#sE404DA4A57D1563C824928AA394F95C7) | | | |

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

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

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

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

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

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

See "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 5] [added: 6] — Leasehold Interests in Land, Net" for more information on our payment obligation under these land concessions.

In January 2008, we acquired fee title from the same third party to the airspace above the Leased Airspace (the "Acquired Airspace") in order to build a high-rise residential condominium tower (the "Las Vegas Condo Tower") that was being constructed on the Las Vegas Strip [removed: between The Palazzo and] [added: within] The Venetian [added: Resort] Las Vegas.

In February 2008, in connection with the sale of The Shoppes at The Palazzo, GGP acquired [removed: control of the Leased Airspace.]

control of the Leased Airspace.

[added: The Company's common stock trades on the NYSE under the symbol "LVS."] As of February [removed: 21, 2018,] [added: 19, 2019,] there were [removed: 788,881,737] [added: 775,051,979] shares of our common stock outstanding that were held by [removed: 331] [added: 326] stockholders of record.

Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries [removed: that are] derived from the earnings and cash flow generated by our operating properties.

See "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Restrictions on Distributions" and "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 8] [added: 9] — Long-Term Debt."

In January [removed: 2018,] [added: 2019,] our Board of Directors declared a quarterly dividend of [removed: $0.75] [added: $0.77] per common share (a total estimated to be approximately [removed: $592] [added: $597] million) to be paid on March [removed: 30, 2018,] [added: 28, 2019,] to shareholders of record on March [removed: 22, 2018.][added: 20, 2019.]

We expect this level of dividend to continue quarterly through the remainder of [removed: 2018.][added: 2019.]

The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, [removed: 2017:][added: 2018:]

| (2) | In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which [removed: expires] [added: expired] on November 2, 2018. [added: In June 2018, the Company's Board of Directors authorized increasing the remaining repurchase amount of $1.11 billion to $2.50 billion and extending the expiration date to November 2, 2020.] 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 & Poor's 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| | [removed: 12/31/2012 | | | |] 12/31/2013 | | | | 12/31/2014 | | | | 12/31/2015 | | | | 12/31/2016 | | | | 12/31/2017 | | | [added: | 12/31/2018 | | |]

| October 1, 2018 — October 31, 2018 | | 1,567,151 | | | $ | 51.05 | | | 1,567,151 | | | $ | 2,020 | |

| November 1, 2018 — November 30, 2018 | | 4,616,700 | | | $ | 53.07 | | | 4,616,700 | | | $ | 1,775 | |

| December 1, 2018 — December 31, 2018 | | 1,910,712 | | | $ | 54.95 | | | 1,910,712 | | | $ | 1,670 | |

| Las Vegas Sands Corp. | $ | 100.00 | | | $ | 75.99 | | | $ | 60.41 | | | $ | 77.77 | | | $ | 105.94 | | | $ | 83.09 | |

| S&P 500 | $ | 100.00 | | | $ | 113.68 | | | $ | 115.24 | | | $ | 129.02 | | | $ | 157.17 | | | $ | 150.27 | |

| Dow Jones US Gambling Index | $ | 100.00 | | | $ | 81.06 | | | $ | 62.15 | | | $ | 79.67 | | | $ | 111.65 | | | $ | 77.47 | |

The Company's common stock trades on the NYSE under the symbol "LVS." The following table sets forth the high and low sales prices for the common stock on the NYSE for the fiscal quarter indicated:

| | | | | | | | |

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

| | High | | | | Low | | |

| 2016 | | | | | | | |

| First Quarter | $ | 54.80 | | | $ | 34.88 | |

| Second Quarter | $ | 53.31 | | | $ | 41.45 | |

| Third Quarter | $ | 58.65 | | | $ | 42.29 | |

| Fourth Quarter | $ | 63.38 | | | $ | 53.07 | |

| 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 | | | | | | | |

| First Quarter (through February 21, 2018) | $ | 79.84 | | | $ | 67.50 | |

On March 31, June 30, September 29 and December 29, 2017, we paid a dividend of $0.73 per common share as part of a regular cash dividend program.

During the year ended December 31, 2017, we recorded $2.31 billion as a distribution against retained earnings (of which $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 30 and December 30, 2016, we paid a dividend of $0.72 per common share as part of a regular cash dividend program.

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

distribution against retained earnings (of which $1.24 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 30 and December 31, 2015, we paid a dividend of $0.65 per common share as part of a regular cash dividend program.

During the year ended December 31, 2015, we recorded $2.07 billion as a distribution against retained earnings (of which $1.12 billion related to our Principal Stockholder and his family and the remaining $949 million related to all other stockholders).

| 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 | |

| 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 | |

| | [removed: 2017(1)(2)] [added: 2018(1)] | | | | [removed: 2016(3)] [added: 2017(2)] | | | | [removed: 2015] [added: 2016(3)] | | | | [removed: 2014(4)] [added: 2015] | | | | [removed: 2013(5)(6)] [added: 2014(4)] | | |

| Net revenues | [removed: 12,882] [added: $] | [added: 13,729] | | | [removed: 11,410] [added: $] | [added: 12,728] | | | [removed: 11,688] [added: $] | [added: 11,271] | | | [removed: 14,584] [added: $] | [added: 11,688] | | | [removed: 13,770] [added: $] | [added: 14,584] | |

| Operating expenses | [removed: 9,420] [added: 9,978] | | | | [removed: 8,917] [added: 9,264] | | | | [removed: 8,847] [added: 8,769] | | | | [removed: 10,485] [added: 8,847] | | | | [removed: 10,362] [added: 10,485] | | |

| Operating income | [removed: 3,462] [added: 3,751] | | | | [removed: 2,493] [added: 3,464] | | | | [removed: 2,841] [added: 2,502] | | | | [removed: 4,099] [added: 2,841] | | | | [removed: 3,408] [added: 4,099] | | |

| Other income (expense) | [removed: (94] [added: 26] | | [removed: )] | | [removed: 31] [added: (94] | | [added: )] | | 31 | | | | [removed: 2] [added: 31] | | | | [removed: 5] [added: 2] | | |

| Loss on modification or early retirement of debt | [removed: (5] [added: (64] | | ) | | (5 | | ) | | [removed: —] [added: (5] | | [added: )] | | [removed: (20] [added: —] | | [removed: )] | | [removed: (14] [added: (20] | | ) |

| Income before income taxes | [removed: 3,052] [added: 3,326] | | | | [removed: 2,255] [added: 3,054] | | | | [removed: 2,622] [added: 2,264] | | | | [removed: 3,833] [added: 2,622] | | | | [removed: 3,144] [added: 3,833] | | |

| Income tax [removed: benefit] (expense) [added: benefit] | [removed: 209] [added: (375] | | [added: )] | | [removed: (239] [added: 209] | | [removed: )] | | [removed: (236] [added: (239] | | ) | | [removed: (245] [added: (236] | | ) | | [removed: (189] [added: (245] | | ) |

| Net income | [removed: 3,261] [added: 2,951] | | | | [removed: 2,016] [added: 3,263] | | | | [removed: 2,386] [added: 2,025] | | | | [removed: 3,588] [added: 2,386] | | | | [removed: 2,955] [added: 3,588] | | |

| Net income attributable to noncontrolling interests | [removed: (455] [added: (538] | | ) | | [removed: (346] [added: (455] | | ) | | [removed: (420] [added: (346] | | ) | | [removed: (747] [added: (420] | | ) | | [removed: (649] [added: (747] | | ) |

| Net income attributable to Las Vegas Sands Corp. | $ | [removed: 2,806] [added: 2,413] | | | $ | [removed: 1,670] [added: 2,808] | | | $ | [removed: 1,966] [added: 1,679] | | | $ | [removed: 2,841] [added: 1,966] | | | $ | [removed: 2,306] [added: 2,841] | |

| Basic earnings per share | $ | [removed: 3.54] [added: 3.07] | | | $ | [removed: 2.10] [added: 3.55] | | | $ | [removed: 2.47] [added: 2.11] | | | $ | [removed: 3.52] [added: 2.47] | | | $ | [removed: 2.80] [added: 3.52] | |

| Diluted earnings per share | $ | [removed: 3.54] [added: 3.07] | | | $ | [removed: 2.10] [added: 3.55] | | | $ | [removed: 2.47] [added: 2.11] | | | $ | [removed: 3.52] [added: 2.47] | | | $ | [removed: 2.79] [added: 3.52] | |

| Cash dividends declared per common [removed: share(7)] [added: share(5)] | $ | [removed: 2.92] [added: 3.00] | | | $ | [removed: 2.88] [added: 2.92] | | | $ | [removed: 2.60] [added: 2.88] | | | $ | [removed: 2.00] [added: 2.60] | | | $ | [removed: 1.40] [added: 2.00] | |

| Capital expenditures | $ | [removed: 837] [added: 949] | | | $ | [removed: 1,398] [added: 837] | | | $ | [removed: 1,529] [added: 1,398] | | | $ | [removed: 1,179] [added: 1,529] | | | $ | [removed: 898] [added: 1,179] | |

| | [removed: 2017] [added: 2018(6)] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total assets | $ | [removed: 20,687] [added: 22,547] | | | $ | [removed: 20,469] [added: 20,687] | | | $ | [removed: 20,863] [added: 20,469] | | | $ | [removed: 22,207] [added: 20,863] | | | $ | [removed: 22,563] [added: 22,207] | |

| Long-term debt | $ | [removed: 9,344] [added: 11,874] | | | $ | [removed: 9,428] [added: 9,344] | | | $ | [removed: 9,249] [added: 9,428] | | | $ | [removed: 9,746] [added: 9,249] | | | $ | [removed: 9,235] [added: 9,746] | |

| Total Las Vegas Sands Corp. stockholders' equity | $ | [removed: 6,493] [added: 5,684] | | | $ | [removed: 6,177] [added: 6,486] | | | $ | [removed: 6,817] [added: 6,177] | | | $ | [removed: 7,214] [added: 6,817] | | | $ | [removed: 7,665] [added: 7,214] | |

| (2) | During the year ended December 31, 2017, we [added: recorded a nonrecurring non-cash income tax benefit of $526 million due to U.S. tax reform enacted at the end of 2017. We also] 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 [removed: million.] [added: million, or earnings per share of $0.09 on a basic and diluted basis.] |

| [removed: (7)] [added: (5)] | During the years ended December 31, [added: 2018,] 2017, 2016, [removed: 2015, 2014] [added: 2015] and [removed: 2013,] [added: 2014,] we paid quarterly dividends of [added: $0.75,] $0.73, $0.72, [removed: $0.65, $0.50] [added: $0.65] and [removed: $0.35,] [added: $0.50,] respectively, per common share as part of a regular cash dividend program. |

We adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, effective January 1, 2018, by applying the full retrospective method.

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 3 — Revenue" for further information regarding these changes.

Revenues and operating expenses for the years ended December 31, 2015 and 2014 were not revised and are presented in accordance with ASC 605, Revenue Recognition, and related interpretations.

| Interest income | 59 | | | | 16 | | | | 10 | | | | 15 | | | | 26 | | |

| Interest expense, net of amounts capitalized | (446 | | ) | | (327 | | ) | | (274 | | ) | | (265 | | ) | | (274 | | ) |

| (1) | During the year ended December 31, 2018, we recorded $64 million of loss on modification or early retirement of debt primarily due to the retirement of the 2016 VML Credit Facility in connection with the issuance of the SCL Senior Notes. |

| (6) | During the year ended December 31, 2018, SCL issued three series of unsecured notes in an aggregate principal amount of $5.50 billion, a portion of which was used to repay in full the outstanding borrowings under the 2016 VML Credit Facility, and amended our U.S. Credit Facility to increase the amount of the term loans by $1.35 billion. See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 9 — Long-Term Debt." |

| Gross revenues | $ | 13,721 | | | $ | 12,196 | | | $ | 12,414 | | | $ | 15,426 | | | $ | 14,494 | |

| Less — promotional allowances | (839 | | ) | | (786 | | ) | | (726 | | ) | | (842 | | ) | | (724 | | ) |

| Interest, net | (311 | | ) | | (264 | | ) | | (250 | | ) | | (248 | | ) | | (255 | | ) |

| | |

| --- | --- |

| (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. |

| (5) | The second Sheraton tower of Sands Cotai Central opened in January 2013. |

| (6) | During the year ended December 31, 2013, we recorded a legal settlement expense of $47 million. |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s95B539C925EF5BF69DD8C238D0BDB8F5)] [added: Firm](#sA174E1A17BBA5B4B927F51FED142D8CB)] | [removed: [74](#s95B539C925EF5BF69DD8C238D0BDB8F5)] [added: [78](#sA174E1A17BBA5B4B927F51FED142D8CB)] |

| [Consolidated Balance Sheets at December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sA1A1269E853852077383C238B8F288C6)] [added: 2017](#s82793AE8801250AC92C155E34ACB2A19)] | [removed: [76](#sA1A1269E853852077383C238B8F288C6)] [added: [80](#s82793AE8801250AC92C155E34ACB2A19)] |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2017](#sF0F4C032AD0D84455E06C238B786FEBE)] [added: 2018](#s41B352AE67EA579E9A754D0ED3B6F9F0)] | [removed: [77](#sF0F4C032AD0D84455E06C238B786FEBE)] [added: [81](#s41B352AE67EA579E9A754D0ED3B6F9F0)] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2017](#sA686FC2FC3A65D7AE858C238BA12361D)] [added: 2018](#s2F3176FE18615D02AE35FF26B32B9494)] | [removed: [78](#sA686FC2FC3A65D7AE858C238BA12361D)] [added: [82](#s2F3176FE18615D02AE35FF26B32B9494)] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2017](#sBC1ED6D9BCB33CBE3151C238B752673E)] [added: 2018](#sB2E151D66F9D5BBDBFDBE66FC9177BB0)] | [removed: [79](#sBC1ED6D9BCB33CBE3151C238B752673E)] [added: [83](#sB2E151D66F9D5BBDBFDBE66FC9177BB0)] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2017](#sFEDD7A1C8B89294A3BB4C238B811531C)] [added: 2018](#s2EBB05BE998D586DA4E0D6186A566FC8)] | [removed: [80](#sFEDD7A1C8B89294A3BB4C238B811531C)] [added: [84](#s2EBB05BE998D586DA4E0D6186A566FC8)] |

| [Notes to Consolidated Financial [removed: Statements](#sACFCB623F5109A452C54C238D263517C)] [added: Statements](#s51B80881EBF1529BA5F0A2DD40FA5C60)] | [removed: [82](#sACFCB623F5109A452C54C238D263517C)] [added: [86](#s51B80881EBF1529BA5F0A2DD40FA5C60)] |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#sEEF3701C0BF76DCD8C89C238B7C7680F)] [added: Accounts](#sEC6543BF91AB5697A44426CA32BEE089)] | [removed: [126](#sEEF3701C0BF76DCD8C89C238B7C7680F)] [added: [129](#sEC6543BF91AB5697A44426CA32BEE089)] |

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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: 2017,] [added: 2018,] 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").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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 States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: -] [added: —] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 23, 2018,] [added: 22, 2019,] 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 “Company”) as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: -] [added: —] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: -] [added: —] Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2017] [added: 2018] of the Company and our report dated February [removed: 23, 2018,] [added: 22, 2019,] expressed an unqualified opinion on those financial statements and financial statement schedule.

| | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents | $ | [removed: 2,419] [added: 4,648] | | | $ | [removed: 2,128] [added: 2,419] | |

| Restricted cash and cash equivalents | [removed: 11] [added: 13] | | | | [removed: 10] [added: 11] | | |

| Accounts receivable, net | [removed: 615] [added: 726] | | | | [removed: 776] [added: 615] | | |

| Inventories | [removed: 47] [added: 35] | | | | [removed: 46] [added: 37] | | |

| Prepaid expenses and other | [removed: 115] [added: 144] | | | | [removed: 138] [added: 115] | | |

| Total current assets | [removed: 3,207] [added: 5,566] | | | | [removed: 3,098] [added: 3,197] | | |

| Property and equipment, net | [removed: 15,516] [added: 15,154] | | | | [removed: 15,903] [added: 15,516] | | |

| Deferred income taxes, net | [removed: 493] [added: 368] | | | | [removed: —] [added: 493] | | |

| Leasehold interests in land, net | [removed: 1,237] [added: 1,198] | | | | [removed: 1,210] [added: 1,237] | | |

| Intangible assets, net | [removed: 89] [added: 72] | | | | [removed: 103] [added: 89] | | |

| Other assets, net | [removed: 145] [added: 189] | | | | 155 | | |

| Total assets | $ | [added: 22,547 | | | $ |] 20,687 | | | $ | 20,469 | |

| Accounts payable | $ | [removed: 171] [added: 178] | | | $ | [removed: 128] [added: 171] | |

| Construction payables | [removed: 152] [added: 189] | | | | [removed: 384] [added: 152] | | |

[removed: |] [added: Note 8 —] Other [removed: accrued liabilities | 2,068 | | | | 1,935 | | |][added: Accrued Liabilities]

| Income taxes payable | [removed: 261] [added: 244] | | | | [removed: 192] [added: 261] | | |

| Current maturities of long-term debt | [removed: 296] [added: 111] | | | | [removed: 167] [added: 296] | | |

| Total current liabilities | [removed: 2,948] [added: 3,157] | | | | [removed: 2,806] [added: 2,956] | | |

| Other long-term liabilities | [removed: 147] [added: 179] | | | | [removed: 126] [added: 147] | | |

| Deferred income taxes | [removed: 206] [added: 191] | | | | [removed: 200] [added: 206] | | |

| Deferred amounts related to mall sale transactions | [removed: 407] [added: 401] | | | | [removed: 413] [added: 407] | | |

| Long-term debt | [removed: 9,344] [added: 11,874] | | | | [removed: 9,428] [added: 9,344] | | |

| Commitments and contingencies (Note [removed: 13)] [added: 15)] | | | | | | | |

| Common stock, $0.001 par value, 1,000 shares authorized, [removed: 831] [added: 832] and [removed: 830] [added: 831] shares issued, [removed: 789] [added: 775] and [removed: 795] [added: 789] shares outstanding | 1 | | | | 1 | | |

| Treasury stock, at cost, [removed: 42] [added: 57] and [removed: 35] [added: 42] shares | [removed: (2,818] [added: (3,727] | | ) | | [removed: (2,443] [added: (2,818] | | ) |

| February 22, 2019 |

| Total liabilities | 15,802 | | | | 13,060 | | |

| Retained earnings | 2,770 | | | | 2,709 | | |

| Noncontrolling interests | 1,061 | | | | 1,141 | | |

| Total equity | 6,745 | | | | 7,627 | | |

| Casino | $ | 9,819 | | | $ | 9,086 | | | $ | 7,886 | |

| Rooms | 1,733 | | | | 1,586 | | | | 1,499 | | |

| Food and beverage | 865 | | | | 828 | | | | 747 | | |

| Net revenues | 13,729 | | | | 12,728 | | | | 11,271 | | |

| Casino | 5,448 | | | | 4,876 | | | | 4,365 | | |

| Rooms | 438 | | | | 411 | | | | 370 | | |

| Food and beverage | 673 | | | | 640 | | | | 584 | | |

| General and administrative | 1,483 | | | | 1,417 | | | | 1,287 | | |

| Corporate | 202 | | | | 173 | | | | 256 | | |

| | 9,978 | | | | 9,264 | | | | 8,769 | | |

| Operating income | 3,751 | | | | 3,464 | | | | 2,502 | | |

| Income before income taxes | 3,326 | | | | 3,054 | | | | 2,264 | | |

| Net income | 2,951 | | | | 3,263 | | | | 2,025 | | |

| Basic | $ | 3.07 | | | $ | 3.55 | | | $ | 2.11 | |

| Diluted | $ | 3.07 | | | $ | 3.55 | | | $ | 2.11 | |

| Net income | $ | 2,951 | | | $ | 3,263 | | | $ | 2,025 | |

| Total comprehensive income | 2,893 | | | | 3,388 | | | | 1,971 | | |

| Balance at January 1, 2016 | $ | 1 | | | $ | (2,443 | ) | | $ | 6,485 | | | $ | (66 | ) | | $ | 2,822 | | | $ | 1,600 | | | $ | 8,399 | |

| Net income | — | | | | — | | | | — | | | | — | | | | 2,413 | | | | 538 | | | | 2,951 | | |

| Dividends declared ($3.00 per share) (Note 11) | — | | | | — | | | | — | | | | — | | | | (2,352 | | ) | | (627 | | ) | | (2,979 | | ) |

| Balance at December 31, 2018 | $ | 1 | | | $ | (3,727 | ) | | $ | 6,680 | | | $ | (40 | ) | | $ | 2,770 | | | $ | 1,061 | | | $ | 6,745 | |

| Net income | $ | 2,951 | | | $ | 3,263 | | | $ | 2,025 | |

| Provision for doubtful accounts | 5 | | | | 96 | | | | 173 | | |

| Other liabilities | 390 | | | | 178 | | | | 237 | | |

| | 2018 | | | | 2017 | | | | 2016 | | |

In total, the Las Vegas Operating Properties offer approximately 2.3 million gross square feet of state-of-the-art exhibition and meeting facilities that can be configured to provide small, mid-size or large meeting rooms and/or accommodate large-scale multi-media events or trade shows.

On March 8, 2018, the Company entered into a purchase and sale agreement under which PCI Gaming Authority, an unincorporated, chartered instrumentality of the Poarch Band of Creek Indians, will acquire Sands Bethlehem for a total enterprise value of $1.30 billion.

The closing of the transaction is subject to regulatory review and other closing conditions.

The Company will add approximately 370 luxury suites in the St. Regis Tower Suites Macao.

Design work is nearing completion and construction is being

The Company expects the additional St. Regis Tower Suites Macao to be completed in 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

The Company anticipates the total costs associated with these development projects to be approximately $2.2 billion.

The ultimate costs and completion dates for these projects are subject to change as the Company finalizes its planning and design work and completes the projects.

Restricted cash represents those amounts contractually reserved for substantial mall-related repairs and maintenance expenditures.

The estimated fair value of the Company's cash equivalents is based on level 1 inputs (quoted market prices in active markets).

| | |

| --- | --- |

| February 23, 2018 |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

| | | | | | | | |

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

| | December 31, | | | | | | |

| Total liabilities | 13,052 | | | | 12,973 | | |

| Retained earnings | 2,716 | | | | 2,222 | | |

| Noncontrolling interests | 1,142 | | | | 1,319 | | |

| Total equity | 7,635 | | | | 7,496 | | |

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

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

| Casino | $ | 10,058 | | | $ | 8,771 | | | $ | 9,083 | |

| Rooms | 1,619 | | | | 1,527 | | | | 1,470 | | |

| Food and beverage | 843 | | | | 774 | | | | 757 | | |

| | 13,721 | | | | 12,196 | | | | 12,414 | | |

| Less — promotional allowances | (839 | | ) | | (786 | | ) | | (726 | | ) |

| Net revenues | 12,882 | | | | 11,410 | | | | 11,688 | | |

| Casino | 5,402 | | | | 4,838 | | | | 5,114 | | |

| Rooms | 286 | | | | 262 | | | | 262 | | |

| Food and beverage | 448 | | | | 421 | | | | 403 | | |

| General and administrative | 1,415 | | | | 1,284 | | | | 1,267 | | |

| Corporate | 174 | | | | 256 | | | | 176 | | |

| | 9,420 | | | | 8,917 | | | | 8,847 | | |

| Operating income | 3,462 | | | | 2,493 | | | | 2,841 | | |

| Income before income taxes | 3,052 | | | | 2,255 | | | | 2,622 | | |

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

| Basic | $ | 3.54 | | | $ | 2.10 | | | $ | 2.47 | |

| Diluted | $ | 3.54 | | | $ | 2.10 | | | $ | 2.47 | |

| Dividends declared per common share | $ | 2.92 | | | $ | 2.88 | | | $ | 2.60 | |

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

| Total comprehensive income | 3,386 | | | | 1,962 | | | | 2,245 | | |

| Balance at January 1, 2015 | $ | 1 | | | $ | (2,238 | ) | | $ | 6,429 | | | $ | 76 | | | $ | 2,946 | | | $ | 1,807 | | | $ | 9,021 | |

| Net income | — | | | | — | | | | — | | | | — | | | | 1,966 | | | | 420 | | | | 2,386 | | |

| Dividends declared | — | | | | — | | | | — | | | | — | | | | (2,072 | | ) | | (633 | | ) | | (2,705 | | ) |

| Balance at December 31, 2015 | 1 | | | | (2,443 | | ) | | 6,485 | | | | (66 | | ) | | 2,840 | | | | 1,601 | | | | 8,418 | | |

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

| Other liabilities | 180 | | | | 246 | | | | (295 | | ) |

| Effect of exchange rate on cash | 58 | | | | (22 | | ) | | (42 | | ) |

Disclosure controls and procedures are designed to ensure [removed: that] information required to be disclosed in the reports [removed: that] the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and [removed: that] such information is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

The 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: 2017,] [added: 2018,] and have concluded [removed: that] they are effective at the reasonable assurance level.

It should be noted [removed: that] any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance [removed: that] the objectives of the system are met.

Because of these and other inherent limitations of control systems, there can be no assurance [removed: that] any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

(2) provide reasonable assurance [removed: that] transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and [removed: that] the Company's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

Also, projections of any evaluation of effectiveness to future periods are subject to the risk [removed: that] controls may become inadequate because of changes in conditions, or [removed: that] the degree of compliance with the policies or procedures may deteriorate.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

Based on this assessment, management [removed: concluded that,] [added: concluded,] as of December 31, [removed: 2017,] [added: 2018,] the Company's internal control over financial reporting is effective based on this framework.

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] 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: 2018] [added: 2019] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April [removed: 20, 2018] [added: 3, 2019] (the "Proxy Statement"), including under the captions "Board of Directors," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Information Regarding the Board of Directors and Board and Other Committees."

| 3.1 | | [Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company's [removed: Amendment No. 2 to Registration Statement] [added: Quarterly Report] on Form [removed: S-1] [added: 10-Q] (File No. [removed: 333-118827)] [added: 001-32373) for the quarter ended June 30, 2018 and] filed on [removed: November 22, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-3_1.htm)] [added: July 25, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex31x06302018.htm)] |

| 3.2 | | [Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by reference to Exhibit 3.2 to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-32373) for the [removed: year] [added: quarter] ended [removed: December 31, 2013] [added: June 30, 2018] and filed on [removed: February 28, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000144530514000758/lvs-ex32_20131231x10k.htm)] [added: July 25, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex32x06302018.htm)] |

| 10.7 | | [removed: [Amendment and Restatement Agreement] [added: [Fifth Amendment,] dated as of March [removed: 25, 2014,] [added: 27, 2018, to the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013,] among [removed: VML US Finance] [added: Las Vegas Sands,] LLC, [removed: as Borrower,] [added: the] Guarantors [removed: Party Hereto, Lender Party Hereto] [added: party thereto, the Lenders party thereto] and [added: The] Bank of [removed: China Limited, Macau Branch,] [added: Nova Scotia,] as [removed: Administrative Agent] [added: administrative agent for the Lenders] and [removed: Collateral Agent] [added: as collateral agent] (incorporated by reference from Exhibit [removed: 10.1] [added: 10.2] to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, [removed: 2014] [added: 2018] and filed on [removed: May 7, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000010/lvs-ex101x03312014.htm)] [added: April 27, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex102x03312018.htm)] |

| 10.8 | | [removed: [Joinder Agreement,] [added: [Incremental Assumption Agreement and Sixth Amendment,] dated as of [removed: April 10, 2015,] [added: June 7, 2018,] to the [added: Second] Amended and Restated Credit [removed: Agreement] [added: and Guaranty Agreement,] dated [removed: March 31, 2014] [added: as of December 19, 2013,] among [removed: VML US Finance] [added: Las Vegas Sands.] LLC, [removed: as Borrower, Lender Party Hereto] [added: the Guarantors party thereto, the Incremental Term Lenders party thereto] and [added: The] Bank of [removed: China Limited, Macau Branch,] [added: Nova Scotia,] as [removed: Administrative Agent] [added: administrative agent for the Lenders and as collateral agent] (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: March 31, 2015] [added: June 30, 2018] and filed on [removed: May 7, 2015).](http://www.sec.gov/Archives/edgar/data/1300514/000130051415000009/lvs-ex101x03312015.htm)] [added: July 25, 2018).](http://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex101x06302018.htm)] |

| [removed: 10.9] [added: 10.71+] | | [removed: [Amendment and Restatement] [added: [Employment] Agreement, dated [removed: as of June 30,] [added: August 23,] 2016, among [removed: VML US Finance LLC, as Borrower, Guarantors Party Hereto, Lenders Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent] [added: Las Vegas Sands Corp., Las Vegas Sands, LLC] and [removed: Collateral Agent] [added: Lawrence A. Jacobs] (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: September] [added: June] 30, [removed: 2016] [added: 2017] and filed on [removed: November] [added: August] 4, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1300514/000130051416000040/lvs_ex101x09302016.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1300514/000130051417000056/lvs_ex101x06302017.htm)] |

| [removed: 10.12] [added: 10.19] | | [removed: [Sponsor] [added: [Amendment, published on April 23, 2008, to Land Concession] Agreement, dated as of [removed: May 17, 2010, by and between] [added: December 10, 2003, relating to the] Sands [removed: China Ltd., The Bank of Nova Scotia, as administrative agent,] [added: Macao between the Macau Special Administrative Region] and [removed: Bank of China Limited,] [added: Venetian] Macau [removed: Branch, as the collateral agent] [added: Limited] (incorporated by reference from Exhibit [removed: 10.2] [added: 10.3] to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: June 30, 2010] [added: March 31, 2008] and filed on [removed: August] [added: May] 9, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/1300514/000095012310074550/c04251exv10w2.htm)] [added: 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm)] |

| [removed: 10.13] [added: 10.25] | | [removed: [Guaranty,] [added: [Development Agreement,] dated [removed: as of May 17, 2010, is made by Sands China Ltd.,] [added: August 23, 2006, between the Singapore Tourism Board] and [removed: each Subsidiary of] [added: Marina Bay] Sands [removed: China] [added: Pte.] Ltd. [removed: Required from time to time to become party hereto pursuant to the Credit Agreement, in favor of and for the benefit of The Bank of Nova Scotia, as administrative agent] (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: June] [added: September] 30, [removed: 2010] [added: 2006] and filed on [removed: August] [added: November] 9, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/1300514/000095012310074550/c04251exv10w3.htm)] [added: 2006).](http://www.sec.gov/Archives/edgar/data/1300514/000095015306002770/p73114exv10w3.htm)] |

| [removed: 10.14] [added: 10.11] | | [Amendment and Restatement Agreement dated as of August 29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. ("DBS"), Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS, as agent and security trustee, and DBS, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited, Malayan Banking Berhad, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and CIMB Bank Berhad, Singapore Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility Agreement) (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2014 and filed on November 5, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm) |

| [removed: 10.15] [added: 10.10] | | [Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, 2012).](http://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm) |

| [removed: 10.16] [added: 10.27] | | [removed: [Construction Agency] [added: [Energy Services] Agreement, dated as of May 1, 1997, by and between [removed: Venetian Casino Resort, LLC and] Atlantic Pacific Las Vegas, LLC [added: and Venetian Casino Resort, LLC] (incorporated by reference from Exhibit [removed: 10.21] [added: 10.3] to Amendment No. 2 to Las Vegas Sands, Inc.'s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000482.txt) |

| [removed: 10.17] [added: 10.13] | | [Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.'s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).](http://www.sec.gov/Archives/edgar/data/850994/0000950146-98-000190.txt) |

| [removed: 10.18] [added: 10.14] | | [Addendum to Sands Resort Hotel and Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_20.htm) |

| [removed: 10.19] [added: 10.59] | | [removed: [Improvement Phasing Agreement by] [added: [Assignment] and [removed: between Clark County] [added: Assumption of Agreement] and [added: First Amendment to Agreement, dated September 30, 2004, made by] Lido Casino Resort, [removed: LLC] [added: LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer] (incorporated by reference from Exhibit [removed: 10.21] [added: 10.60] to the Company's Amendment No. 1 to Registration Statement on Form [removed: S-1] [added: S- 1] (File No. 333-118827) dated October 25, [removed: 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_21.htm)] [added: 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_60.htm)] |

| [removed: 10.20] [added: 10.15] | | [Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, [removed: by and] among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.'s Form 10-K (File No. 333-42147) for the year ended December 31, 2002 and filed on March 31, 2003).](http://www.sec.gov/Archives/edgar/data/850994/000085099403000001/exhibit10-40.htm) |

| [removed: 10.21†] [added: 10.17†] | | [Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the [removed: Macao] [added: Macau] Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company's Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-118827) dated December 10, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904036801/a2148377zex-10_65.htm) |

| [removed: 10.22] [added: 10.18] | | [Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).](http://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm) |

| [removed: 10.23] [added: 10.20] | | [removed: [Amendment, published on April 22, 2008, to Land] [added: [Land] Concession Agreement, dated as of [removed: December] [added: April] 10, [removed: 2003,] [added: 2007,] relating to the [removed: Sands] [added: Venetian Macao, Four Seasons] Macao [removed: between] [added: and Site 3 among] the Macau Special Administrative [removed: Region] [added: Region, Venetian Cotai Limited] and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, [removed: 2008] [added: 2007] and filed on May [removed: 9, 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm)] [added: 10, 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm)] |

| [removed: 10.24] [added: 10.21] | | [removed: [Land Concession Agreement, dated as of February 23, 2007, relating] [added: [Amendment published on October 29, 2008,] to [removed: the Venetian Macao, Four Seasons Macao and Site 3 among the] [added: Land Concession Agreement between] Macau Special Administrative [removed: Region, Venetian Cotai Limited] [added: Region] and Venetian [removed: Macau] [added: Cotai] Limited (incorporated by reference from Exhibit [removed: 10.3] [added: 10.5] to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended [removed: March 31, 2007] [added: September 30, 2008] and filed on [removed: May] [added: November] 10, [removed: 2007).](http://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm)] [added: 2008).](http://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm)] |