Las Vegas Sands (LVS) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]

[removed: Our] [added: Our] business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the [removed: economy.][added: economy.]

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; [added: fear of exposure to a widespread health epidemic, such as the outbreak of a respiratory illness caused by a novel coronavirus first identified in Wuhan, Hubei Province, China (the "2019 Novel Coronavirus"), resulting in the World Health Organization declaring a global emergency on January 30, 2020, and the Macao government suspending casino operations from February 5, 2020;] any weaknesses in the job or housing [removed: market, additional] [added: market;] 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 [removed: and changes in consumer confidence in the economy; or fears of war and future acts of terrorism.]

[removed: Our] [added: Our] business is sensitive to the willingness of our customers to travel.

[removed: Acts] [added: Infectious diseases, acts] of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air [added: and other forms of] travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our business, financial condition, results of operations and cash [removed: flows.][added: flows.]

Most of our customers travel to reach our Macao, [removed: Singapore,] [added: Singapore and] Las Vegas [removed: and Pennsylvania] properties.

[removed: Acts of terrorism] [added: Infectious diseases] may severely disrupt domestic and international travel, which would result in a decrease in customer visits to Macao, [removed: Singapore, Las Vegas] [added: Singapore] and [removed: Pennsylvania,] [added: Las Vegas,] including our properties.

Regional political events, [added: acts of terrorism or civil unrest,] including those resulting in travelers perceiving areas as unstable or an unwillingness of governments to grant visas, regional conflicts or an outbreak of hostilities or war could have a similar effect on domestic and international travel.

Management cannot predict the extent to which disruptions in air or other forms of travel as a result of [added: infectious disease outbreaks,] any further terrorist acts, regional political events, regional conflicts or outbreak of hostilities or war would have a material adverse effect on our business, financial condition, results of operations and cash flows.

[removed: We] [added: We] are subject to extensive regulation and the cost of compliance or failure to comply with such regulations that govern our operations in any jurisdiction where we operate may have a material adverse effect on our business, financial condition, results of operations and cash [removed: flows.][added: flows.]

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 [added: our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.]

[removed: our properties, employees or customers] [added: properties and planned development projects] could [added: be impaired, which could] have a material adverse effect on our business, financial condition, results of operations and cash flows.

[removed: Because] [added: Because] we are currently dependent primarily upon our properties in three markets for all of our cash flow, we are subject to greater risks than competitors with more operating properties or that operate in more [removed: markets.][added: markets.]

As a result, we are primarily dependent upon [removed: these] [added: our] properties for all of our cash.

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

| • | decline in air passenger traffic due to higher ticket [removed: costs] [added: costs, suspension of flights] or fears concerning air travel; |

| • | natural or man-made disasters, [added: pandemics, epidemics,] outbreaks of [added: contagious or] infectious diseases, [added: such as the 2019 Novel Coronavirus outbreak, political instability, civil unrest,] terrorist activity or war; |

[removed: We] [added: We] depend on the continued services of key managers and employees.

If we do not retain our key personnel or attract and retain other highly skilled employees, our business will [removed: suffer.][added: suffer.]

[removed: The] [added: The] interests of our principal stockholder in our business may be different from [removed: yours.][added: yours.]

Mr. Adelson, his family members and trusts and other entities established for the benefit of Mr. Adelson and/or his family members (Mr. Adelson, individually our "Principal Stockholder," and the group, collectively our "Principal Stockholder and his family") beneficially own approximately [removed: 56%] [added: 57%] of our outstanding common stock as of December 31, [removed: 2018.][added: 2019.]

[removed: We] [added: We] are a parent company and our primary source of cash is and will be distributions from our [removed: subsidiaries.][added: subsidiaries.]

In addition, our Singapore [removed: and U.S. subsidiaries' debt instruments and other agreements] [added: subsidiary's credit agreement, under certain circumstances, may] limit or prohibit certain payments of dividends or other distributions to us.

[removed: Our] [added: Our] debt 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 [removed: interests.][added: interests.]

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

As of December 31, [removed: 2018,] [added: 2019,] we had [removed: $11.99] [added: $12.49] billion of long-term debt outstanding, net of original issue discount, deferred offering costs (excluding those costs related to our revolving facilities) and cumulative fair value adjustments.

| • | increase our vulnerability to general adverse economic and industry [removed: conditions;] [added: conditions, such as the impact of the 2019 Novel Coronavirus;] |

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

Our ability to timely refinance and replace our indebtedness in the future will depend upon general economic and credit market conditions, approval required by local government regulators, adequate liquidity in the global credit markets, the particular circumstances of the gaming [removed: industry] [added: industry, such as the suspension of casino operations by the Macao government from February 5, 2020,] and prevalent regulations and our cash flow and operations, in each case as evaluated at the time of such potential refinancing or replacement.

For example, we have a principal amount of [removed: $98] [added: $62] million in long-term debt maturing during each of the three years ended December 31, [removed: 2021] [added: 2022] and [removed: $520 million] [added: $1.86 billion] and [removed: $3.68] [added: $1.89] billion in long-term debt maturing during the years ending December 31, [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] respectively.

[added: There is no assurance 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.

[removed: The] [added: The] LIBOR calculation method may change and LIBOR is expected to be phased out after [removed: 2021.][added: 2021.]

[removed: Fluctuations] [added: Fluctuations] in foreign currency exchange rates could have an adverse effect on our financial condition, results of operations and cash [removed: flows.][added: flows.]

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 [removed: subsidiaries.").][added: subsidiaries.*").]

[removed: We] do not currently hedge 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.

[removed: We] [added: We] extend credit to a large portion of our customers and we may not be able to collect gaming receivables from our credit [removed: players.][added: players.]

During the year ended December 31, [removed: 2018,] [added: 2019,] approximately [removed: 15.3%, 16.0%] [added: 14.7%, 23.9%] and [removed: 65.8%] [added: 66.8%] of our table games drop at our Macao properties, Marina Bay Sands and our Las Vegas properties, respectively, was from credit-based [removed: wagering, while table games play at our Pennsylvania property was primarily conducted on a cash basis.][added: wagering.]

[removed: Win] [added: Win] rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino [removed: winnings.][added: winnings.]

[removed: We] [added: We] face the risk of fraud and [removed: cheating.][added: cheating.]

Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers [removed: or other casino or gaming area staff.]

and changes in consumer confidence in the economy; or fear of war, political instability, civil unrest or future acts of terrorism.

As an example, the 2019 Novel Coronavirus outbreak has resulted in the Chinese government placing quarantines on various cities disallowing residents to travel outside of the quarantined area and the China Individual Visit Scheme to Macao ("China IVS") being suspended.

A number of countries have either closed their borders completely or implemented immigration restrictions for visitors traveling from China, and the Macao government suspended casino operations from February 5, 2020.

The recent 2019 Novel Coronavirus outbreak has resulted in several countries issuing travel warnings and several global airlines suspending flights to and from China.

In addition, on February 4, 2020, the Hong Kong SAR government temporarily closed the Hong Kong Macao Ferry Terminal in Hong Kong.

features.

For example, if the global response to contain the 2019 Novel Coronavirus escalates, or is unsuccessful, our subsidiaries' ability to generate sufficient earnings and cash flow to pay dividends or distributions may be impacted.

We

or other casino or gaming area staff.

The failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations could harm our reputation and adversely affect our business.

Our collection of such information is subject to extensive private and governmental regulation.

Such theft, destruction, loss or fraudulent use could also result in litigation by stockholders.

additional personnel and protection technologies, training employees and engaging third-party experts and consultants.

The 2019 Novel Coronavirus outbreak has resulted in the Chinese government placing quarantines on various cities disallowing residents to travel outside of the quarantined area and the China IVS being suspended.

The Hong Kong SAR government temporarily closed the Hong Kong Macao Ferry Terminal in Hong Kong, and several global airlines have suspended flights to and from China.

A number of countries, including Singapore and the United States, have issued travel warnings with regard to China and implemented steps to restrict inbound travel from China.

Macao has experienced an 83% decrease in visitation during the first seven days of the Chinese New Year in January 2020, versus the comparable period in 2019.

These tax arrangements expire on June 26, 2022.

We intend to request extensions of these tax arrangements; however, there is no certainty either of these tax arrangements will be extended beyond their expiration dates.

with gaming promoters has increased.

In either case, a

There is no assurance any of these alternatives would be available

In addition, if third parties

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

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

Our failure to maintain the integrity of our information and information systems, which contain legally protected information about us and others, could happen in a variety of ways, including as a result of unauthorized access, breach of our cybersecurity systems and measures, or other disruption or corruption of our information systems, software or data, or access to information stored outside of our information systems, and could impair our ability to conduct our business operations, delay our ability to recognize revenue, compromise the integrity of our business and services, result in significant data losses and the theft of our IP, damage our reputation, expose us to liability to third parties, regulatory fines and penalties, and require us to incur significant costs to maintain the privacy and security of our information, network and data.

Our collection of such legally protected information about people and company information is subject to extensive regulation by private groups such as the payment card industry as well as domestic and foreign governmental authorities, including gaming authorities.

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.

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

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.

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

In addition, we have experienced a sophisticated criminal cybersecurity attack in the past, including a breach of our information technology systems in which customer and company information was compromised and certain

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

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

We 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.

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

transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations.

No additional concessions or subconcessions have been granted since 2002.

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

This tax exemption expires June 26, 2022, the date our subconcession agreement expires.

This exemption does not apply to our non-gaming activities.

Additionally, we entered into an agreement with the Macao government in May 2014, effective

In September 2018, VML requested an additional agreement with the Macao government through June 26, 2022, to correspond to the expiration of the income tax exemption for gaming operations; however, there is no certainty the agreement will be extended beyond its expiration date.

activities and associations occurring outside the State of Nevada, including Macao, Singapore and other jurisdictions.

If the planned expansions of transportation facilities to and from Macao are delayed or not completed, and

We face significant competition in Las Vegas, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition,

Certain beneficial owners of our voting securities may be required to file a license application with, and be investigated by, the Pennsylvania Gaming Control Board, the Pennsylvania State Police and other agencies.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed.

Licensure requires, among other things, the applicant establish by clear and convincing evidence the applicant's good character, honesty and integrity.

Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB.

Under certain circumstances and under the regulations of the PaGCB, an "institutional investor" as defined under the regulations of the PaGCB, which acquires beneficial ownership of 5% or more, but less than 10%, of our voting securities, may not be required to be licensed by the PaGCB provided the PaGCB grants a waiver of the licensure requirement.

In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

Furthermore, a person or a group of persons acting in concert who acquire(s) more than 20% of our securities, with the exception of the ownership interest of a person at the time of original licensure when the license fee was paid, would trigger a "change in control" (as defined under applicable law).

Such a change in control could require us to re-apply for licensure by the PaGCB and incur a $50 million license fee.

[removed: Operations][added: | Macao Operations: | | | | | | | | | | |]

Our operating segments in the U.S. consist of the Las Vegas Operating Properties, which includes The Venetian Resort Las Vegas and the Sands Expo Center, [removed: and] [added: and, through May 30, 2019,] Sands Bethlehem.

[removed: Key] [added: Key] Operating Revenue [removed: Measurements][added: Measurements]

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

Operating revenues at Sands Macao [removed: and Sands Bethlehem] are principally driven by casino customers who visit the [removed: properties] [added: property] on a daily basis.

[removed: Casino] [added: *Casino] revenue measurements for Macao and [removed: Singapore:] [added: Singapore:*] Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players).

[removed: 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 and exchanged at the cage.

Slot [removed: handle ("handle"),] [added: handle,] also a volume measurement, is the gross amount wagered for the period cited.

Our Rolling Chip win percentage is expected to be 3.0% to 3.3% in Macao and [removed: 2.7% to 3.0% in] Singapore.

In Macao and Singapore, [removed: 15.3%] [added: 14.7%] and [removed: 16.0%,] [added: 23.9%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Casino] [added: *Casino] revenue measurements for the [removed: U.S.:] [added: 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 deposited in the table drop box.

We view table games win as a percentage of drop and slot hold as a percentage of [added: slot] handle.

Approximately [removed: 65.8%] [added: 66.8%] of our table games play at our Las Vegas Operating Properties, for the year ended December 31, [removed: 2018,] [added: 2019,] was conducted on a credit [removed: basis, while our table games play in Pennsylvania is primarily conducted on a cash] basis.

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

[removed: Mall] [added: *Mall] revenue [removed: measurements:] [added: measurements:*] Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators.

[removed: Year Ended December] [added: Year Ended December] 31, [removed: 2018 Compared] [added: 2018 Compared] to the Year [removed: Ended December] [added: Ended December] 31, [removed: 2017][added: 2017]

[removed: Summary] [added: Summary] Financial [removed: Results][added: Results]

Net revenues [removed: and operating income for the year ended December 31, 2018, increased 7.9% to $13.73 billion and 8.3% to $3.75 billion] [added: were $13.74 billion,] compared to [removed: $12.73] [added: $13.73] billion [removed: and $3.46 billion, respectively,] for the year ended December 31, [removed: 2017.][added: 2018.]

Net income [removed: decreased 9.6%] [added: increased 12.0%] to [removed: $2.95] [added: $3.30] billion for the year ended December 31, [removed: 2018,] [added: 2019,] compared to [removed: $3.26] [added: $2.95] billion for the year ended December 31, [removed: 2017.][added: 2018.]

Adjusted property EBITDA for the year ended December 31, [removed: 2018,] [added: 2019,] increased [removed: 7.7%] [added: 2.1%] to [removed: $5.28] [added: $5.39] billion, compared to [removed: $4.90] [added: $5.28] billion for the year ended December 31, [removed: 2017.][added: 2018.]

[removed: Operating Revenues][added: Operating Revenues]

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: Percent Change] [added: Percent Change] | |

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

| Food and beverage | [removed: 865] [added: 897] | | | | [removed: 828] [added: 865] | | | | [removed: 4.5] [added: 3.7] | % |

| Convention, retail and other | [removed: 622] [added: 546] | | | | [removed: 577] [added: 622] | | | | [removed: 7.8] [added: (12.2] | [removed: %] [added: )%] |

| Total net revenues | $ | [removed: 13,729] [added: 13,739] | | | $ | [removed: 12,728] [added: 13,729] | | | [removed: 7.9] [added: 0.1] | % |

Consolidated net revenues were [removed: $13.73] [added: $13.74] billion for the year ended December 31, [removed: 2018,] [added: 2019,] an increase of [removed: $1.0 billion] [added: $10 million] compared to [removed: $12.73] [added: $13.73] billion for the year ended December 31, [removed: 2017.][added: 2018.]

The increase was primarily driven by [removed: a $1.08 billion increase from] [added: increases of $188 million and $136 million at] our Macao [removed: operations,] [added: properties and our Las Vegas Operating Properties, respectively,] primarily due to increased casino revenues.

The increase was partially offset by a [removed: $65] [added: $309] million decrease [removed: at Marina Bay Sands, primarily] due to [removed: decreased casino revenues.][added: the sale of Sands Bethlehem on May 31, 2019.]

[removed: Casino] [added: Net casino] revenues increased [removed: $733] [added: $9] million compared to the year ended December 31, [removed: 2017.][added: 2018.]

The increase was primarily attributable to a [removed: $936] [added: $202] million increase at our Macao operating properties, driven by increases in Non-Rolling Chip [removed: drop] [added: win percentage] and [removed: Rolling Chip volume.][added: drop, and an $87 million increase at our Las Vegas Operating Properties, driven by increases in table games win percentage and slot handle.]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: Change] [added: Change] | |

| [removed: Macao Operations:] [added: Macao Operations:] | | | | | | | | | | |

| [removed: The] [added: The] Venetian [removed: Macao] [added: Macao] | | | | | | | | | | |

| Total casino revenues | $ | [removed: 2,829] [added: 2,875] | | | $ | [removed: 2,362] [added: 2,829] | | | [removed: 19.8] [added: 1.6] | % |

| Non-Rolling Chip drop | $ | [removed: 9,068] [added: 9,275] | | | $ | [removed: 7,399] [added: 9,068] | | | [removed: 22.6] [added: 2.3] | % |

| Non-Rolling Chip win percentage | [removed: 24.7] [added: 26.2] | | % | | [removed: 25.2] [added: 24.7] | | % | | [removed: (0.5] [added: 1.5] | [removed: )pts] [added: pts] |

| Rolling Chip volume | $ | [removed: 32,148] [added: 25,715] | | | $ | [removed: 26,239] [added: 32,148] | | | [removed: 22.5] [added: (20.0] | [removed: %] [added: )%] |

| Rolling Chip win percentage | [removed: 3.55] [added: 3.29] | | % | | [removed: 3.34] [added: 3.55] | | % | | [removed: 0.21] [added: (0.26] | [removed: pts] [added: )pts] |

Overview

We continue to benefit from strong operating performances across our properties as described in more detail below.

During 2019, we had accomplishments in furthering several of our strategic objectives.

We continued progress on our key development projects in Macao for the conversion of Sands Cotai Central into The Londoner Macao and opened gaming spaces in The Grand Suites at Four Seasons along with having certain luxury suites available for simulation purposes.

In Singapore, we have initiated the development activities and secured financing to fund construction costs associated with the MBS Expansion Project.

Finally, we continued to strengthen our balance sheet with the sale of Sands Bethlehem and the issuance of LVSC Senior Notes in July to refinance our U.S. credit facility, and in November to provide funds for general corporate purposes and share repurchases.

On May 31, 2019, we closed the sale of Sands Bethlehem in Pennsylvania.

At closing, we received $1.16 billion in net cash proceeds and recorded a gain on the sale of $556 million.

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified in Wuhan, Hubei Province, China (the “2019 Novel Coronavirus”).

Certain cities in China are currently under quarantine and citizens across China have been advised to avoid non-essential travel.

Steps have also been taken by various countries around the world, including those we operate in, to restrict inbound travel from mainland China to contain the spread of the virus.

The China Individual Visit Scheme to Macao ("China IVS") has been suspended, and on February 4, 2020, the Hong Kong SAR government temporarily closed the Hong Kong Macao Ferry Terminal in Hong Kong.

SCL has therefore suspended all Cotai Water Jet Ferry operations between Macao and Hong Kong until further notice.

The Macao Government Tourism Office disclosed total visitation from mainland China to Macao declined 83% over the first seven days of Chinese New Year in January 2020 as compared to the same period for Chinese New Year in 2019

On February 4, 2020 the Macao government announced the suspension of casino operations from February 5, 2020.

If our casinos in Macao are not permitted to resume normal operations, travel restrictions such as those related to the China IVS and other global restrictions on inbound travel from mainland China are not lifted, or the global response to contain the spread of the 2019 Novel Coronavirus escalates or is unsuccessful, our operations in Macao will be materially impacted and our operations in Singapore and Las Vegas could be adversely impacted.

Given the dynamic nature of these circumstances, the related impact on our results of operations, cash flows and financial condition cannot be reasonably estimated at this time.

The volume measurement

Operating income decreased 1.4% to $3.70 billion for the year ended December 31, 2019, compared to $3.75 billion for the year ended December 31, 2018.

The decrease in operating income was primarily due to a nonrecurring legal settlement, partially offset by decreased casino expenses, driven by the sale of Sands Bethlehem on May 31, 2019.

The increase was primarily driven by the gain on sale of Sands Bethlehem of $556 million, partially offset by a $109 million increase in interest expense, net of amounts capitalized, a $93 million increase in tax expense

and the decrease in operating income.

| Casino | $ | 9,828 | | | $ | 9,819 | | | 0.1 | % |

| Rooms | 1,752 | | | | 1,733 | | | | 1.1 | % |

| Mall | 716 | | | | 690 | | | | 3.8 | % |

The increase was partially offset by a $269 million decrease due to the sale of Sands Bethlehem on May 31, 2019.

| | 2019 | | | | 2018 | | | | Change | |

| | (Dollars in millions) | | | | | | | | | |

| (1) | We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019. |

This increase was partially offset by a $9 million decrease due to the sale of Sands Bethlehem on May 31, 2019, and an $11 million decrease at Sands Cotai Central.

Due to the conversion to The Londoner Macao, there were approximately 8% fewer rooms available at Sands Cotai Central in 2019 compared to 2018.

| | 2019 | | | | 2018 | | | | Change | |

| Singapore Operations: | | | | | | | | | | |

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

| (1) | We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019. |

Additionally, our Las Vegas Operating Properties increased $23 million, due to increases in banquet operations, in-suite dining volume and the opening of new restaurants, partially offset by a $15 million decrease due to the sale of Sands Bethlehem.

| | Year Ended December 31, | | | | | | | | | |

| | 2019 | | | | 2018 | | | | Change | |

| Singapore Operations: | | | | | | | | | | |

The decrease is primarily driven by a $38 million decrease in our ferry operations due to the opening of the Hong Kong-

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.

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.

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

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.

Our net revenues consisted of the following:

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

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

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

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

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

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 the results of our casino activity:

_________________________

| | |

| --- | --- |

| (1) | As of January 1, 2018, Non-Rolling Chip drop includes chips purchased and exchanged at the cage. Prior period amounts have been updated to conform to the current period presentation. |

As of December 31, [removed: 2018,] [added: 2019,] the estimated fair value of our long-term debt was approximately [removed: $11.65] [added: $13.21] billion, compared to its [removed: carrying] [added: contractual] value of [removed: $12.08] [added: $12.58] billion.

The estimated fair value of our long-term debt is based on [removed: level] [added: recent trades, if available, and indicative pricing from market information (level] 2 [removed: inputs (quoted prices in markets that are not active).][added: inputs).]

A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by [removed: $396 million, inclusive of the impact from the interest rate swaps.][added: $525 million.]

A hypothetical 100 basis point change in LIBOR and SOR would cause our annual interest cost on our long-term debt to change by approximately [removed: $121] [added: $86] million.

The total notional amount of our fixed-to-variable interest rate swaps was $5.50 billion as of December 31, [removed: 2018.][added: 2019.]

The fair value of the interest rate swaps, on a stand-alone basis, as of December 31, [removed: 2018,] [added: 2019,] was an asset of [removed: $56] [added: $81] million.

A hypothetical 100 basis point change in LIBOR would cause the fair value of the interest rate swaps to change by approximately [removed: $88] [added: $34] million.

Foreign currency transaction gains for the year ended December 31, [removed: 2018,] [added: 2019,] were [removed: $25] [added: $24] million primarily due to [added: U.S. dollar denominated debt issued by SCL offset by] Singapore dollar denominated intercompany debt reported in U.S. [removed: dollars and U.S. dollar denominated debt issued by SCL.][added: dollars.]

Based on balances as of December 31, [removed: 2018,] [added: 2019,] a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately [removed: $129] [added: $40] million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $40] [added: $49] million.

[added: 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.

We maintain a significant

[removed: Our Company][added: Our Company]

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

Our properties also cater to [removed: VIP and premium] [added: high-end] players by providing them with luxury amenities and [removed: high] [added: premium] service levels.

[removed: Our Paiza Clubs are exclusive invitation-only clubs available to our premium players that feature high-end services and amenities, including] [added: These amenities include] luxury accommodations, restaurants, [removed: lounges] [added: lounges, invitation-only clubs] and private gaming salons.

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

[removed: 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.

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

Our website address is [removed: www.sands.com.][added: *www.sands.com*.]

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 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 web site address at [removed: www.sec.gov.][added: *www.sec.gov*.]

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

In the United States, our operating segments are the Las Vegas Operating Properties [removed: and] [added: and, through May 30, 2019, the] Sands [removed: Bethlehem.][added: Casino Resort Bethlehem (the "Sands Bethlehem").]

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 expansion and rebranding of Sands Cotai Central to The Londoner [removed: Macao,] [added: Macao (including] the [removed: Four Seasons Tower Suites Macao,] [added: conversion of] the [removed: St. Regis] [added: Holiday Inn-branded rooms and suites to suites in The Londoner Macao Hotel), The Grand Suites at Four Seasons, The Londoner] Tower Suites [removed: Macao] and our Las Vegas condominium project (for which construction currently is suspended) in the United States.

[removed: Strengths] [added: Strengths] and [removed: Strategies][added: Strategies]

[added: 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.

[added: Substantial and diversified cash flow from existing operations.] We generated [removed: $4.70] [added: $3.04] billion of cash from operations during the year ended December 31, [removed: 2018,] [added: 2019,] primarily from gaming and non-gaming sources, including [removed: retail,] [added: retail malls,] hotel, food and beverage, entertainment and MICE business.

[removed: Market] [added: Market] leadership in the growing high-margin mass market gaming [added: segment. We focus on the high-margin mass gaming] segment.

During the [removed: year] [added: twelve months] ended [removed: December 31, 2018,] [added: September 30, 2019 (the latest available data at the time of filing),] 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 [removed: that is] approximately four times higher than the gross margin [added: on our typical VIP table revenues in Macao.]

During the year ended December 31, [removed: 2018,] [added: 2019,] non-rolling gross gaming revenue contributed to [removed: over] [added: approximately] two-thirds of total gross gaming revenue at Marina Bay Sands.

[removed: Established] [added: Established] brands with broad regional and international market awareness and [added: appeal. Our brands enjoy broad regional and international market awareness and] appeal.

[removed: Experienced] [added: Experienced] management team with a proven track [removed: record.][added: record. Mr. Sheldon G.]

Goldstein, our President and Chief Operating Officer, has been an integral part of the Company's executive team from the [removed: very outset - even] [added: beginning, joining Mr. Adelson] before The Venetian Resort Las Vegas was [removed: a concept.][added: constructed.]

Mr. Patrick Dumont, our Executive Vice President and Chief Financial Officer, has been with the Company for more than [removed: eight] [added: nine] 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 [removed: shareholders.][added: stockholders.]

[added: 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.

[removed: Developing] [added: Developing] and diversifying our Integrated Resort offerings to include a full complement of products and services to cater to different market [removed: segments.][added: segments. Our Integrated Resorts include MICE space, additional retail, dining and entertainment facilities and a range of hotel offerings to cater to different segments of our markets, including branded suites and hotel rooms.]

[removed: We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort offerings and] the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments.

[removed: Leveraging] [added: Leveraging] our scale of operations to create and maintain an absolute cost [removed: advantage.][added: advantage. Management expects to benefit from lower unit costs due to the economies of scale inherent in our operations.]

Opportunities for lower unit costs include, but are not limited [removed: to,] [added: to:] lower utility costs; more efficient staffing of hotel and gaming operations; and centralized [removed: laundry,] transportation, marketing and sales, and procurement.

[removed: Focusing] [added: Focusing] on the high-margin mass market gaming segment, while continuing to provide luxury amenities and high service levels to our VIP and premium [removed: players.][added: players. Our properties cater not only to VIP and premium players, but also to mass market customers, which comprise our most profitable gaming segment.]

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

[removed: Identifying] [added: Identifying] targeted investment opportunities to drive growth across our [added: portfolio. We plan to continue to invest in the expansion of our facilities and the enhancement of the leisure and business tourism appeal of our property] portfolio.

[removed: Macao][added: Macao]

The Venetian Macao includes approximately 374,000 square feet of gaming space with approximately [removed: 710] [added: 650] table games and [removed: 1,540] [added: 1,810] slot [removed: machines.][added: machines and electronic table games ("ETGs").]

The Venetian Macao features a 39\-floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 943,000 square feet of unique retail shopping with more than [removed: 350] [added: 360] stores featuring many international brands and home to more than [removed: 50] [added: 60] restaurants and food outlets featuring an international assortment of cuisines.

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

The property features four hotel towers: the first hotel tower, which opened in April 2012, consisting of approximately 650 [removed: five-star] rooms and suites under the Conrad brand and approximately [removed: 1,200 four-star rooms and] [added: 600 London-themed] suites [removed: under the Holiday Inn brand;] [added: upon completion of The Londoner Macao Hotel;] the second hotel tower, which opened in September 2012, consisting of approximately 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 Integrated Resort includes approximately 367,000 square feet of gaming space with approximately [removed: 430] [added: 390] table games and [removed: 1,410] [added: 1,550] slot [removed: machines,] [added: machines and ETGs,] approximately 369,000 square feet of meeting space, a 1,701-seat theater, approximately [removed: 520,000] [added: 525,000] square feet of retail space with more than 150 stores and home to more than 50 restaurants and food [removed: outlets.][added: outlets featuring an international assortment of cuisines.]

The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks, [removed: and expanded retail and food] [added: such as the Houses of Parliament] and [removed: beverage venues.][added: Big Ben.]

[removed: Design work is nearing completion] and [removed: construction] is being [removed: initiated and will be] phased to minimize disruption during the property’s peak periods.

In each of the regions where we operate, the Paiza brand is associated with certain of these exclusive facilities and represents an important part of our VIP gaming marketing strategy.

In 2019, we were the only casino and gaming company to be named on both the Dow Jones Sustainability North America Index and the FTSE4Good Index, recognizing our leadership and performance across economic, environmental and social areas.

In addition, CDP's annual A List names the world's most pioneering companies leading on environmental transparency and performance.

For the second consecutive year, we have been named to the A List for both CDP Water Security and CDP Climate Change.

Project Protect is our responsible gaming, anti-human trafficking and financial crime prevention program.

Our industry-leading Integrated Resorts

We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort offerings and

Our planned development projects include the renovation, expansion and rebranding of Sands Cotai Central into The Londoner Macao, the addition of suites with The Grand Suites at Four Seasons and the Londoner Tower Suites, and the expansion of Marina Bay Sands.

Our Operations

Our retail offerings will be expanded and rebranded as the Shoppes at Londoner and we will add a number of new restaurants and bars.

We will add approximately 370 luxury suites in The Londoner Tower Suites and the prior Holiday Inn-branded rooms and suites are being converted to The Londoner Macao Hotel.

We are utilizing suites as they are completed on a simulation basis for trial and feedback purposes.

Construction has commenced and is being phased to minimize disruption during the property’s peak periods.

We have initiated approved gaming operations in this space and are utilizing suites as they are completed on a simulation basis for trial and feedback purposes.

Ltd. ("MBS") entered into an additional development agreement (the “Second Development Agreement”) with the Singapore Tourism Board (the "STB") pursuant to which MBS has agreed to construct a development, which will include a hotel tower with approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”).

The Second Development Agreement provides for a total project cost of approximately SGD 4.5 billion (approximately $3.3 billion at exchange rates in effect on December 31, 2019).

The amount of the total project cost will be finalized as we complete design and development and begins construction.

Our Markets

Macao

The concessionaires are Sociedade de Jogos de Macau S.A., Wynn Resorts (Macau), S.A. and Galaxy Casino Company Limited ("Galaxy"), with MGM Grand Paradise, S.A., Melco PBL Jogos (Macau), S.A. and our Company operating under subconcessions.

Singapore

Based on figures released by the STB, Singapore welcomed approximately 19 million international visitors in the twelve months ended November 30, 2019 (the latest information publicly available at the time of filing), a 2.8% increase compared to the same period in 2018.

*Proximity to Major Asian Cities*

In the twelve months ended November 30, 2019 (the latest information publicly available at the time of filing), 68 million passengers passed through Singapore's Changi Airport, a 2.7% increase as compared to the same period in 2018.

In 2019, Changi Jewel, a multi-use retail, hotel and F&B destination, opened at Changi Airport, and work is currently underway to expand the number of runways and a fifth terminal, which would increase passenger capacity.

The CRA is required to ensure there will not be more than two casino licenses until January 1, 2031.

As further described in "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Mall Activities," the Grand Canal Shoppes were sold to GGP Limited Partnership ("GGP," now owned by Brookfield Property Partners L.P.) and are not owned or operated by us.

| Fashion accessories and footwear | | 166,820 | | | 7 | % | | Coach, Rimowa, Michael Kors, FURLA, Oakley & Spectacle Hut, Charles & Keith |

| Total | | 2,273,631 | | | 100 | % | | |

Macao

The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks, such as the Houses of Parliament and Big Ben.

Our retail offerings will be expanded and rebranded as the Shoppes at Londoner and we will add a number of new restaurants and bars.

We will add approximately 370 luxury suites in The Londoner Tower Suites, and the prior Holiday Inn-branded rooms and suites are being converted to approximately 600 London-themed suites, referred to as The Londoner Macao Hotel.

We are utilizing suites as they are completed on a simulation basis for trial and feedback purposes.

Construction has commenced

We expect The Londoner Tower Suites to be completed in late 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

We have initiated approved gaming operations in this space and are utilizing suites as they are completed on a simulation basis for trial and feedback purposes.

We expect the project to be completed in the first half of 2020.

Singapore

In April 2019, MBS entered into the Second Development Agreement with the STB pursuant to which MBS has agreed to construct a development, which will include a hotel tower with approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.

The Paiza Club located at our properties is an important part of our VIP gaming marketing strategy.

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

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

Substantial and diversified cash flow from existing operations.

We focus on the high-margin mass gaming segment.

on our typical VIP table revenues in Macao.

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

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.

Mr. Sheldon G.

Unique MICE and entertainment facilities.

Our Integrated Resorts include MICE space, additional retail, dining and entertainment facilities and a range of hotel offerings to cater to different segments of our markets, including branded suites and hotel rooms.

Management expects to benefit from lower unit costs due to the economies of scale inherent in our operations.

Our properties cater not only to VIP and premium players, but also to mass market customers, which comprise our most profitable gaming segment.

We plan to continue to invest in the expansion of our facilities and the enhancement of the leisure and business tourism appeal of our property portfolio.

Asia Operations

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

We have completed the structural work of the tower and have commenced preliminary build out of the suites.

central business district.

Asia Markets

Sociedade de Jogos de Macau S.A. ("SJM") holds one of the three concessions and currently operates 20 facilities throughout Macao.

Historically, SJM was the only gaming operator in Macao.

Many of its gaming facilities are relatively small locations that are offered as amenities in hotels; however, some are large operations, including the Hotel Lisboa and The Grand Lisboa.

In February 2014, SJM announced the development of Grand Lisboa Palace, a 2,000-room resort on Cotai that is scheduled to open in 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 2005 (which subconcession expires in March 2020), allowing the joint venture to conduct gaming operations in Macao.

The MGM Grand Macau opened in December 2007 and is located on the Macao Peninsula adjacent to the Wynn Macau.

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

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 Macau.

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

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

The PBL affiliate, Melco Crown Entertainment Limited ("Melco Crown"), owns and operates Altira and the City of Dreams, an integrated casino resort located adjacent to our Sands Cotai Central, which includes Nuwa, The Countdown Hotel and Grand Hyatt hotels.

In October 2015, Melco Crown and its joint venture partners opened Studio City, a 1,600-room casino resort on Cotai.

Melco Crown opened its fifth tower at City of Dreams, the 772-room Morpheus Tower, in June 2018.

Galaxy Casino Company Limited ("Galaxy") holds the third concession and has the ability to operate casino properties independent of our subconcession agreement with Galaxy and the Macao government.

Galaxy currently operates six casinos in Macao, including StarWorld Hotel and Galaxy Macau, which is located near The Venetian Macao.

In May 2015, Galaxy opened the second phase of its Galaxy Macau, which includes approximately 1,250 hotel rooms, as well as additional retail and convention and exhibition facilities.

Based on figures released by the Singapore Tourism Board (the "STB"), Singapore welcomed over 18 million international visitors in 2018, a 6.2% increase compared to 2017.

In 2018, 66 million passengers passed through Singapore's Changi Airport, a 5.5% decrease as compared to 2017.

Resorts World Sentosa, which is 100% owned by Genting Singapore and located on Sentosa Island, is primarily a family tourist destination connected to Singapore via a 500-meter long vehicular and pedestrian bridge.

Apart from the casino, the resort includes six hotels, a Universal Studios theme park, the Marine Life Park, the Maritime Experiential Museum, aquarium, conventions and exhibitions facilities, restaurants, as well as a Malaysian food street, and retail shops.

U.S. Operations

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

| [removed: x] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file [removed: number 001-32373][added: number 001-32373]

[removed: LAS] [added: LAS] VEGAS SANDS [removed: CORP.][added: CORP.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Nevada] [added: Nevada] | | [removed: 27-0099920] | [added: 27-0099920 |]

| [removed: (State] [added: *(State] or other jurisdiction [removed: of incorporation] [added: of* *incorporation] or [removed: organization)] [added: organization)*] | | [removed: (IRS Employer Identification No.)] | [added: *(IRS Employer* *Identification No.)* |]

| [removed: 3355] [added: 3355] Las Vegas Boulevard [removed: South Las Vegas, Nevada] [added: South] | | [removed: 89109] | [added: |]

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | | [removed: (Zip Code)] | [added: *(Zip Code)* |]

[removed: Registrant's] [added: Registrant's] telephone number, including area [removed: code:][added: code:]

[removed: (702) 414-1000][added: (702) 414-1000]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: Trading Symbol | | Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

| Common Stock ($0.001 par value) | | [added: LVS | |] New York Stock Exchange |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

Yes [removed: x] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

| Large [removed: accelerated filer] [added: Accelerated Filer] | | [removed: x] [added: ☒] | | Accelerated [removed: filer] [added: Filer] | | [removed: ¨] [added: ☐] | | Emerging [removed: growth company] [added: Growth Company] | | [removed: ¨] [added: ☐] |

| Non-Accelerated [removed: filer] [added: Filer] | | [removed: ¨] [added: ☐] | | Smaller [removed: reporting company] [added: Reporting Company] | | [removed: ¨] [added: ☐] | | | | |

As of June [removed: 29, 2018,] [added: 28, 2019,] 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: $27,125,139,905] [added: $19,894,504,221] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 775,051,979] [added: 763,684,915] shares of common stock outstanding as of February [removed: 19, 2019.][added: 4, 2020.]

| [removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE] [added: REFERENCE] | | |

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2019] [added: 2020] Annual Meeting of Stockholders [removed: | |] [added: are incorporated into] Part III (Item 10 through Item 14) [added: of this Annual Report on Form 10-K.] | [added: | |]

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

| | | | [removed: Page] [added: Page] |

[removed: | [PART I](#s7B71089070775A54A01EDABBA55AE766) | | | |][added: PART I]

| [ITEM [removed: 1](#s9E12A10F2B6D508299F64C82059500E7)] [added: 1](#s874E4ADF10DB5AC8A6B403E1E6F3D773)] | — | [removed: [BUSINESS](#s9E12A10F2B6D508299F64C82059500E7)] [added: [BUSINESS](#s874E4ADF10DB5AC8A6B403E1E6F3D773)] | [removed: [3](#s9E12A10F2B6D508299F64C82059500E7)] [added: [3](#s874E4ADF10DB5AC8A6B403E1E6F3D773)] |

| [ITEM [removed: 1A](#sDB0E9D550AF751E3BFC4E8677C2F4E0F)] [added: 1A](#s07E9C5D5568E528CA79C30479180AE98)] | — | [RISK [removed: FACTORS](#sDB0E9D550AF751E3BFC4E8677C2F4E0F)] [added: FACTORS](#s07E9C5D5568E528CA79C30479180AE98)] | [removed: [25](#sDB0E9D550AF751E3BFC4E8677C2F4E0F)] [added: [21](#s07E9C5D5568E528CA79C30479180AE98)] |

| [ITEM [removed: 1B](#s08FA9D566CC05A23A0088028E448F75A)] [added: 1B](#s452E7FE2FFF75DCDACDBB733FB58043E)] | — | [UNRESOLVED STAFF [removed: COMMENTS](#s08FA9D566CC05A23A0088028E448F75A)] [added: COMMENTS](#s452E7FE2FFF75DCDACDBB733FB58043E)] | [removed: [41](#s08FA9D566CC05A23A0088028E448F75A)] [added: [36](#s452E7FE2FFF75DCDACDBB733FB58043E)] |

| [ITEM [removed: 2](#s35E683D598E15CD3BC9337F9BFB4AAB7)] [added: 2](#sE5194F6D5C1B52FE9E33D7B7DA34B682)] | — | [removed: [PROPERTIES](#s35E683D598E15CD3BC9337F9BFB4AAB7)] [added: [PROPERTIES](#sE5194F6D5C1B52FE9E33D7B7DA34B682)] | [removed: [41](#s35E683D598E15CD3BC9337F9BFB4AAB7)] [added: [36](#sE5194F6D5C1B52FE9E33D7B7DA34B682)] |

| [ITEM [removed: 3](#s3742533C69915039BE5BB4686361F26D)] [added: 3](#sEAE330A92EC55E4A8C012BF54626043C)] | — | [LEGAL [removed: PROCEEDINGS](#s3742533C69915039BE5BB4686361F26D)] [added: PROCEEDINGS](#sEAE330A92EC55E4A8C012BF54626043C)] | [removed: [42](#s3742533C69915039BE5BB4686361F26D)] [added: [37](#sEAE330A92EC55E4A8C012BF54626043C)] |

| [ITEM [removed: 4](#sADAB2F6CD62C5645946B1713635484BF)] [added: 4](#s9A81E37897B35EB890054447885C3B6D)] | — | [MINE SAFETY [removed: DISCLOSURES](#sADAB2F6CD62C5645946B1713635484BF)] [added: DISCLOSURES](#s9A81E37897B35EB890054447885C3B6D)] | [removed: [42](#sADAB2F6CD62C5645946B1713635484BF)] [added: [37](#s9A81E37897B35EB890054447885C3B6D)] |

| [ITEM [removed: 5](#sB34763CF0D0F51B0B7CE860C8F99D216)] [added: 5](#s11609AE7B807585AB021C80B9AFEA3C5)] | — | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#sB34763CF0D0F51B0B7CE860C8F99D216)] [added: SECURITIES](#s11609AE7B807585AB021C80B9AFEA3C5)] | [removed: [43](#sB34763CF0D0F51B0B7CE860C8F99D216)] [added: [38](#s11609AE7B807585AB021C80B9AFEA3C5)] |

| [ITEM [removed: 6](#s35FEC2A4848D5AEFAE5FC0DDEAF62634)] [added: 6](#sC286C10AC4A45B5C84B50E16717E54CA)] | — | [SELECTED FINANCIAL [removed: DATA](#s35FEC2A4848D5AEFAE5FC0DDEAF62634)] [added: DATA](#sC286C10AC4A45B5C84B50E16717E54CA)] | [removed: [46](#s35FEC2A4848D5AEFAE5FC0DDEAF62634)] [added: [41](#sC286C10AC4A45B5C84B50E16717E54CA)] |

or

| Las Vegas, | Nevada | | 89109 |

| | | | | |

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

| | | | | |

Yes ☒ No ☐

Yes ☒ No ☐

☐

Yes ☐ No ☒

Las Vegas Sands Corp.

| | | | |

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

| | | | |

| [PART II](#s35F795C7B3C555869763A7D89BA267AB) | | | |

| [PART IV](#sFBA4626FDBE45B109085983A5D0ED315) | | | |

| [SIGNATURES](#sBEC40FE5201058F2BA0DDB50518E7BF5) | | | [127](#sBEC40FE5201058F2BA0DDB50518E7BF5) |

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

or

| | | |

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

| Description of document | | Part of the Form 10-K |

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

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

| [SIGNATURES](#s9633C410B16559A2A06490F26FE43542) | | | [138](#s9633C410B16559A2A06490F26FE43542) |

[removed: As specified in the land concessions, we are required to pay] premiums, which are either payable in a single lump sum upon acceptance of our land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concession, which may be revised every five years by the Macao government.

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

Under the Development Agreement with the STB, we paid SGD 1.20 billion (approximately $756 million at exchange rates in effect at the time of the transaction) in premium payments for the 60-year lease of the land on which the Marina Bay Sands is [removed: located plus an additional SGD 106 million (approximately $66 million at exchange rates in effect at the time of the transaction) for various taxes and other fees.][added: located.]

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

As specified in the land concessions, we are required to pay

In connection with the Second Development Agreement with the STB, we paid $963 million in premium payments for the lease of the parcels of land underlying the proposed MBS Expansion Project site, which will be effective until August 21, 2066.

LVSLLC's credit facility, subject to certain exceptions, is collateralized by a first priority security interest (subject to permitted liens) in substantially all of LVSLLC's property.

The Sands Bethlehem resort is located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York.

In September 2008, our joint venture partner, Bethworks Now, LLC, contributed the land on which Sands Bethlehem is located to Sands Bethworks Gaming and Sands Bethworks Retail, a portion of which was contributed through a condominium form of ownership.

control of the Leased Airspace.

[removed: PART II][added: PART II]

[removed: Market Information][added: Market Information]

The Company's common stock trades on the NYSE under the symbol "LVS." As of February [removed: 19, 2019,] [added: 4, 2020,] there were [removed: 775,051,979] [added: 763,684,915] shares of our common stock outstanding that were held by [removed: 326] [added: 322] stockholders of record.

[removed: Preferred Stock][added: Preferred Stock]

[removed: Dividends][added: Dividends]

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: 9] [added: 8] — Long-Term Debt."

[removed: Common] [added: Common] Stock [removed: Dividends][added: Dividends]

In January [removed: 2019,] [added: 2020,] our Board of Directors declared a quarterly dividend of [removed: $0.77] [added: $0.79] per common share (a total estimated to be approximately [removed: $597] [added: $603] million) to be paid on March [removed: 28, 2019,] [added: 26, 2020,] to [removed: shareholders] [added: stockholders] of record on March [removed: 20, 2019.][added: 18, 2020.]

We expect this level of dividend to continue quarterly through the remainder of [removed: 2019.][added: 2020.]

Our Board of Directors will [removed: continually] [added: continue to] assess the level and appropriateness of any cash dividends.

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

[removed: Purchases] [added: Purchases] of Equity Securities by the [removed: Issuer][added: Issuer]

The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, [removed: 2018:][added: 2019:]

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

[removed: Performance Graph][added: Performance Graph]

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: 2018.][added: 2019.]

[removed: ][added: ]

| | [removed: Cumulative] [added: Cumulative] Total [removed: Return] [added: Return] | | | | | | | | | | | | | | | | | | | | | | |

| | [removed: 12/31/2013] [added: 12/31/2014] | | | | [removed: 12/31/2014] [added: 12/31/2015] | | | | [removed: 12/31/2015] [added: 12/31/2016] | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | [removed: 12/31/2018] [added: 12/31/2019] | | |

[removed: The] [added: *The] performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference [removed: therein.][added: therein.*]

| October 1, 2019 — October 31, 2019 | | — | | | $ | — | | | — | | | $ | 1,216 | |

| November 1, 2019 — November 30, 2019 | | — | | | $ | — | | | — | | | $ | 1,216 | |

| December 1, 2019 — December 31, 2019 | | 4,682,678 | | | $ | 64.07 | | | 4,682,678 | | | $ | 916 | |

| Las Vegas Sands Corp. | $ | 100.00 | | | $ | 79.50 | | | $ | 102.35 | | | $ | 139.41 | | | $ | 109.35 | | | $ | 152.47 | |

| S&P 500 | $ | 100.00 | | | $ | 101.37 | | | $ | 113.49 | | | $ | 138.26 | | | $ | 132.19 | | | $ | 173.80 | |

| Dow Jones US Gambling Index | $ | 100.00 | | | $ | 76.66 | | | $ | 98.28 | | | $ | 137.73 | | | $ | 95.57 | | | $ | 141.02 | |

| 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 | |

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 3] [added: 14] — [removed: Revenue"] [added: Leases"] for further information regarding these changes.

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

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018(1)] [added: 2019(1)] | | | | [removed: 2017(2)] [added: 2018(2)] | | | | [removed: 2016(3)] [added: 2017(3)] | | | | [removed: 2015] [added: 2016(4)] | | | | [removed: 2014(4)] [added: 2015] | | |

| | [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | |

| [removed: STATEMENT] [added: STATEMENT] OF OPERATIONS [removed: DATA] [added: DATA] | | | | | | | | | | | | | | | | | | | |

| Net revenues | $ | [removed: 13,729] [added: 13,739] | | | $ | [removed: 12,728] [added: 13,729] | | | $ | [removed: 11,271] [added: 12,728] | | | $ | [removed: 11,688] [added: 11,271] | | | $ | [removed: 14,584] [added: 11,688] | |

| Operating expenses | [removed: 9,978] [added: 10,041] | | | | [removed: 9,264] [added: 9,978] | | | | [removed: 8,769] [added: 9,264] | | | | [removed: 8,847] [added: 8,769] | | | | [removed: 10,485] [added: 8,847] | | |

| Operating income | [removed: 3,751] [added: 3,698] | | | | [removed: 3,464] [added: 3,751] | | | | [removed: 2,502] [added: 3,464] | | | | [removed: 2,841] [added: 2,502] | | | | [removed: 4,099] [added: 2,841] | | |

| Interest income | [removed: 59] [added: 74] | | | | [removed: 16] [added: 59] | | | | [removed: 10] [added: 16] | | | | [removed: 15] [added: 10] | | | | [removed: 26] [added: 15] | | |

| Interest expense, net of amounts capitalized | [removed: (446] [added: (555] | | ) | | [removed: (327] [added: (446] | | ) | | [removed: (274] [added: (327] | | ) | | [removed: (265] [added: (274] | | ) | | [removed: (274] [added: (265] | | ) |

| Other income (expense) | [removed: 26] [added: 23] | | | | [removed: (94] [added: 26] | | [removed: )] | | [removed: 31] [added: (94] | | [added: )] | | 31 | | | | [removed: 2] [added: 31] | | |

| Loss on modification or early retirement of debt | [removed: (64] [added: (24] | | ) | | [removed: (5] [added: (64] | | ) | | (5 | | ) | | [removed: —] [added: (5] | | [added: )] | | [removed: (20] [added: —] | | [removed: )] |

| Income before income taxes | [removed: 3,326] [added: 3,772] | | | | [removed: 3,054] [added: 3,326] | | | | [removed: 2,264] [added: 3,054] | | | | [removed: 2,622] [added: 2,264] | | | | [removed: 3,833] [added: 2,622] | | |

| Income tax (expense) benefit | [removed: (375] [added: (468] | | ) | | [removed: 209] [added: (375] | | [added: )] | | [removed: (239] [added: 209] | | [removed: )] | | [removed: (236] [added: (239] | | ) | | [removed: (245] [added: (236] | | ) |

| Net income | [removed: 2,951] [added: 3,304] | | | | [removed: 3,263] [added: 2,951] | | | | [removed: 2,025] [added: 3,263] | | | | [removed: 2,386] [added: 2,025] | | | | [removed: 3,588] [added: 2,386] | | |

| Net income attributable to noncontrolling interests | [removed: (538] [added: (606] | | ) | | [removed: (455] [added: (538] | | ) | | [removed: (346] [added: (455] | | ) | | [removed: (420] [added: (346] | | ) | | [removed: (747] [added: (420] | | ) |

| Net income attributable to Las Vegas Sands Corp. | $ | [removed: 2,413] [added: 2,698] | | | $ | [removed: 2,808] [added: 2,413] | | | $ | [removed: 1,679] [added: 2,808] | | | $ | [removed: 1,966] [added: 1,679] | | | $ | [removed: 2,841] [added: 1,966] | |

| Basic [added: and diluted] earnings per share | $ | [removed: 3.07] [added: 3.50] | | | $ | [removed: 3.55] [added: 3.07] | | | $ | [removed: 2.11] [added: 3.55] | | | $ | [removed: 2.47] [added: 2.11] | | | $ | [removed: 3.52] [added: 2.47] | |

| Cash dividends declared per common share(5) | $ | [removed: 3.00] [added: 3.08] | | | $ | [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: OTHER DATA] [added: OTHER DATA] | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | $ | [removed: 949] [added: 1,216] | | | $ | [removed: 837] [added: 949] | | | $ | [removed: 1,398] [added: 837] | | | $ | [removed: 1,529] [added: 1,398] | | | $ | [removed: 1,179] [added: 1,529] | |

| | [removed: December 31,] [added: December 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018(6)] [added: 2019(6)] | | | | [removed: 2017] [added: 2018(7)] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

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

| [removed: BALANCE] [added: BALANCE] SHEET [removed: DATA] [added: DATA] | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | [removed: 22,547] [added: 23,199] | | | $ | [removed: 20,687] [added: 22,547] | | | $ | [removed: 20,469] [added: 20,687] | | | $ | [removed: 20,863] [added: 20,469] | | | $ | [removed: 22,207] [added: 20,863] | |

| Long-term debt | $ | [removed: 11,874] [added: 12,422] | | | $ | [removed: 9,344] [added: 11,874] | | | $ | [removed: 9,428] [added: 9,344] | | | $ | [removed: 9,249] [added: 9,428] | | | $ | [removed: 9,746] [added: 9,249] | |

| Total Las Vegas Sands Corp. stockholders' equity | $ | [removed: 5,684] [added: 5,187] | | | $ | [removed: 6,486] [added: 5,684] | | | $ | [removed: 6,177] [added: 6,486] | | | $ | [removed: 6,817] [added: 6,177] | | | $ | [removed: 7,214] [added: 6,817] | |

| [removed: (1)] [added: (2)] | During the year ended December 31, 2018, we recorded [added: a] $64 million [removed: of] loss on [removed: 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. |

| [removed: (2)] [added: (3)] | 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. 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 million, or earnings per share of $0.09 on a basic and diluted basis. |

| [removed: (3)] [added: (4)] | During the year ended December 31, 2016, we recorded pre-opening expenses of $130 million driven by the opening of The Parisian Macao in September 2016, a nonrecurring corporate expense of $79 million and a loss on disposal or impairment of assets of $79 million primarily related to the write-off of costs related to the Las Vegas Condo Tower, as well as other dispositions at the Company's various operating properties. |

| (5) | During the years ended December 31, [added: 2019,] 2018, 2017, 2016, [removed: 2015] and [removed: 2014,] [added: 2015,] we paid quarterly dividends of [added: $0.77,] $0.75, $0.73, [removed: $0.72, $0.65] [added: $0.72] and [removed: $0.50,] [added: $0.65,] respectively, per common share as part of a regular cash dividend program. |

| [removed: (6)] [added: (7)] | 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 [removed: 9] [added: 8] — Long-Term Debt." |

We adopted ASC 842, Leases, effective January 1, 2019, on a prospective basis.

Total assets for the years ended December 31, 2018, 2017, 2016 and 2015 were not revised and are presented in accordance with ASC 840, Leases, and related interpretations.

| Gain on sale of Sands Bethlehem | 556 | | | | — | | | | — | | | | — | | | | — | | |

| (1) | We completed the sale of Sands Bethlehem on May 31, 2019. Results of operations include Sands Bethlehem through May 30, 2019. During the year ended December 31, 2019, we recorded a gain on the sale of Sands Bethlehem of $556 million. |

| (6) | During the year ended December 31, 2019, LVSC issued four series of unsecured notes in an aggregate principal amount of $4.0 billion, a portion of which was used to repay in full the outstanding borrowings under the 2013 U.S. Credit Facility and repurchase shares of our common stock. See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt." |

| | |

| --- | --- |

| Diluted earnings per share | $ | 3.07 | | | $ | 3.55 | | | $ | 2.11 | | | $ | 2.47 | | | $ | 3.52 | |

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

[removed: INDEX] [added: INDEX] TO FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| [removed: Financial Statements:] [added: Financial Statements:] | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#sA174E1A17BBA5B4B927F51FED142D8CB)] [added: Firm](#sD04E8FC0150A5814A47644EF3C899FC0)] | [removed: [78](#sA174E1A17BBA5B4B927F51FED142D8CB)] [added: [66](#sD04E8FC0150A5814A47644EF3C899FC0)] |

| [Consolidated Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s82793AE8801250AC92C155E34ACB2A19)] [added: 2018](#s2C5FAD50439657D3A20A2C9212522C67)] | [removed: [80](#s82793AE8801250AC92C155E34ACB2A19)] [added: [69](#s2C5FAD50439657D3A20A2C9212522C67)] |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2018](#s41B352AE67EA579E9A754D0ED3B6F9F0)] [added: 2019](#sB02B6AB75BDF5FDF8EA54DE7AFC3874B)] | [removed: [81](#s41B352AE67EA579E9A754D0ED3B6F9F0)] [added: [70](#sB02B6AB75BDF5FDF8EA54DE7AFC3874B)] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2018](#s2F3176FE18615D02AE35FF26B32B9494)] [added: 2019](#s7672C8B17ADC5FCAAFBCBF2ECF149D82)] | [removed: [82](#s2F3176FE18615D02AE35FF26B32B9494)] [added: [71](#s7672C8B17ADC5FCAAFBCBF2ECF149D82)] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2018](#sB2E151D66F9D5BBDBFDBE66FC9177BB0)] [added: 2019](#s01BEDF6C46F25C778D4AF4D14F9C4D24)] | [removed: [83](#sB2E151D66F9D5BBDBFDBE66FC9177BB0)] [added: [72](#s01BEDF6C46F25C778D4AF4D14F9C4D24)] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2018](#s2EBB05BE998D586DA4E0D6186A566FC8)] [added: 2019](#s4475710B04C2525A961C8DCE1720FFB0)] | [removed: [84](#s2EBB05BE998D586DA4E0D6186A566FC8)] [added: [73](#s4475710B04C2525A961C8DCE1720FFB0)] |

[removed: | [Notes to Consolidated Financial Statements](#s51B80881EBF1529BA5F0A2DD40FA5C60) | [86](#s51B80881EBF1529BA5F0A2DD40FA5C60) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | [Schedule] [added: SCHEDULE] II — [removed: Valuation and Qualifying Accounts](#sEC6543BF91AB5697A44426CA32BEE089) | [129](#sEC6543BF91AB5697A44426CA32BEE089) |][added: VALUATION AND QUALIFYING ACCOUNTS]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

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

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income, equity, and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] 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: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] 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: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2019,] [added: 7, 2020,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

We are a public accounting firm registered with the [removed: PCAOB] [added: Public Company Accounting Oversight Board (United States) (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control — 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: 2018,] [added: 2019,] based on criteria established in Internal Control — 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: 2018] [added: 2019] of the Company and our report dated February [removed: 22, 2019,] [added: 7, 2020,] expressed an unqualified opinion on those financial statements and financial statement schedule.

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: LAS] [added: LAS] VEGAS SANDS CORP. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

| | [removed: December 31,] [added: December 31,] | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | [added: | 2017 | | |]

| | [removed: (In millions, except] [added: (In millions, except] par [removed: value)] [added: value)] | | | | | | |

| [removed: ASSETS] [added: ASSETS] | | | | | | | |

| Cash and cash equivalents | $ | [removed: 4,648] [added: 4,226] | | | $ | [removed: 2,419] [added: 4,648] | |

| Restricted cash and cash equivalents | [removed: 13] [added: 16] | | | | [removed: 11] [added: 13] | | |

| Accounts receivable, net | [removed: 726] [added: 844] | | | | [removed: 615] [added: 726] | | |

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

| Prepaid expenses and other | [removed: 144] [added: 182] | | | | [removed: 115] [added: 144] | | |

| Total current assets | [removed: 5,566] [added: 5,305] | | | | [removed: 3,197] [added: 5,566] | | |

| Property and equipment, net | [removed: 15,154] [added: 14,844] | | | | [removed: 15,516] [added: 15,154] | | |

| Deferred income taxes, net | [removed: 368] [added: 282] | | | | [removed: 493] [added: 368] | | |

| Leasehold interests in land, net | [removed: 1,198] [added: 2,272] | | | | [removed: 1,237] [added: 1,198] | | |

| Intangible assets, net | [removed: 72] [added: 42] | | | | [removed: 89] [added: 72] | | |

| Other assets, net | [removed: 189] [added: 454] | | | | [removed: 155] [added: 189] | | |

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Casino Receivables — Refer to Notes 2 and 4 to the financial statements

*Critical Audit Matter Description*

As discussed in Note 2 to the financial statements, accounts receivable at December 31, 2019 include credit extended to casino patrons and junket operators.

The Company records an allowance for doubtful accounts based on the amount of probable credit losses.

The Company determines the allowance by analyzing the collectability of patron and junket operator accounts using several factors including, age of the account, collection history, patron and junket operator financial condition, and other available information.

Auditing the valuation of accounts receivable involved a high degree of subjectivity in evaluating management’s judgments related to the collectability of patron and junket operator accounts receivable, especially as it relates to the evaluation of patron and junket operator assets available to repay amounts owed.

*How the Critical Audit Matter Was Addressed in the Audit*

We planned and performed the following procedures in connection with forming our overall opinion on the financial statements:

| • | We tested the operating effectiveness of controls over the granting of casino credit, controls over the collection processes and management’s review controls over the assessment of the collectability of casino receivables, including the information used by management in those controls. |

| • | For a selection of casino receivables, we (1) obtained evidence related to payment history and correspondence with patron or junket operator, (2) evaluated management’s use of this information in establishing allowance for doubtful accounts, and (3) examined subsequent settlement, if any. |

| • | Performed a retrospective analysis of historical reserves evaluating subsequent collections and write-offs. |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Las Vegas Sands Corp.:

Basis for Opinion

| February 7, 2020 |

| Gain on sale of Sands Bethlehem | 556 | | | | — | | | | — | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

| Net income | — | | | | — | | | | — | | | | — | | | | 2,698 | | | | 606 | | | | 3,304 | | |

| Disposition of interest in majority-owned subsidiary, net of taxes | — | | | | — | | | | (185 | | ) | | — | | | | — | | | | 266 | | | | 81 | | |

| Repurchase of common stock | — | | | | (754 | | ) | | — | | | | — | | | | — | | | | — | | | | (754 | | ) |

| Dividends declared ($3.08 per share) and noncontrolling interest payments (Note 10) | — | | | | — | | | | — | | | | — | | | | (2,367 | | ) | | (633 | | ) | | (3,000 | | ) |

| Balance at December 31, 2019 | $ | 1 | | | $ | (4,481 | ) | | $ | 6,569 | | | $ | (3 | ) | | $ | 3,101 | | | $ | 1,320 | | | $ | 6,507 | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

| Net income | $ | 3,304 | | | $ | 2,951 | | | $ | 3,263 | |

| Gain on sale of Sands Bethlehem | (556 | | ) | | — | | | | — | | |

| Provision for doubtful accounts | 30 | | | | 5 | | | | 96 | | |

| Leasehold interests in land | (969 | | ) | | (15 | | ) | | (4 | | ) |

| Net proceeds from sale of Sands Bethlehem | 1,161 | | | | — | | | | — | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

| | Year Ended December 31, | | | | | | | | | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

The Company recently announced an expansion project at Marina Bay Sands, as further described below.

The Company is working with Madison Square Garden Company to bring a 400,000\-square-foot venue built specifically for music and entertainment to Las Vegas.

Madison Square Garden is currently building the MSG Sphere at The Venetian, an 18,000\-seat venue, which will be located near, with connectivity to, the Las Vegas Operating Properties and is currently expected to open in 2021.

The Company previously owned and operated the Sands Casino Resort Bethlehem (the "Sands Bethlehem") in Bethlehem, Pennsylvania.

| February 22, 2019 |

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

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

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

| Net income | — | | | | — | | | | — | | | | — | | | | 1,679 | | | | 346 | | | | 2,025 | | |

| Conversion of equity awards to liability awards | — | | | | — | | | | (1 | | ) | | — | | | | — | | | | (1 | | ) | | (2 | | ) |

| Dividends declared ($2.88 per share) (Note 11) | — | | | | — | | | | — | | | | — | | | | (2,288 | | ) | | (634 | | ) | | (2,922 | | ) |

| Non-cash investing and financing activities: | | | | | | | | | | | |

| Change in dividends payable included in other accrued liabilities | $ | — | | | $ | (1 | ) | | $ | (1 | ) |

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

The Las Vegas Operating Properties, situated on the Las Vegas Strip, is an Integrated Resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and the Grand Canal Shoppes, which consists of an enclosed retail, dining and entertainment complex that was sold to GGP Limited Partnership ("GGP," see "Note 14 — Mall Activities").

The Company owns and operates the Sands Casino Resort Bethlehem (the "Sands Bethlehem"), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania.

Sands Bethlehem features approximately 146,000 square feet of gaming space; a hotel tower with 282 rooms; a 150,000\-square-foot retail facility; an arts and cultural center; and a 50,000\-square-foot multipurpose event center.

The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and approximately 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

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.

Design work is nearing completion and construction is being

The Company has completed the structural work of the tower and has commenced preliminary build out of the suites.

Management's determination of the appropriate accounting method with respect to the Company's variable interests is based on accounting standards for VIEs issued by the Financial Accounting Standards Board ("FASB").

The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

The Company has entered into various joint venture agreements with independent third parties.

The operations of these joint ventures have been consolidated by the Company due to the Company's significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures.

The Company evaluates its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the VIE's status when events have occurred that would trigger such an analysis.

As of December 31, 2018 and 2017, the Company's consolidated joint ventures had total assets of $73 million and $77 million, respectively, and total liabilities of $225 million and $198 million, respectively.

The Company's joint ventures had intercompany liabilities of $223 million and $196 million as of December 31, 2018 and 2017, respectively.

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

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

These factors included (1) the accumulation of historical asset replacement data at the Company's operating properties, which reflects the actual length of time the Company uses certain property and equipment, (2) the stabilization of the operating, regulatory and

competitive environment in each jurisdiction the Company operates in, which includes meeting the final land concession government-imposed deadlines for the Company's Macao properties on the Cotai Strip, (3) transitioning to more predictable renovation cycles at the Company's operating properties and (4) consideration of the estimated useful lives assigned to buildings of the Company's peers in the gaming and hospitality industry.

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

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

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

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

If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the "asset group").

Secondly, the Company estimates the undiscounted future cash flows directly associated with and expected to arise from the completion, use and eventual disposition of such asset group.

The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group.

If the undiscounted cash flows exceed the carrying value, no impairment is indicated.

If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

If an asset is still under development, future cash flows include remaining construction costs.

To estimate the undiscounted cash flows of the Company's asset groups, the Company considers all potential cash flow scenarios, which are probability weighted based on management's estimates given current conditions.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

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: 2018,] [added: 2019,] and have concluded they are effective at the reasonable assurance level.

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Management's] [added: Management's] Annual Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Based on this assessment, management concluded, as of December 31, [removed: 2018,] [added: 2019,] 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: 2018,] [added: 2019,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

[removed: PART III][added: PART III]

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April [removed: 3, 2019] [added: 1, 2020] (the "Proxy Statement"), including under the captions "Board of Directors," "Executive Officers," [removed: "Section] [added: "Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance"] [added: Reports"] and "Information Regarding the Board of Directors and Board and Other Committees."

We have adopted a Code of Business Conduct and Ethics, which is posted on our website at [removed: www.sands.com,] [added: *www.sands.com*,] along with any amendments or waivers to the Code.

[removed: PART IV][added: PART IV]

| [removed: Exhibit No.] [added: Exhibit No.] | | [removed: Description] [added: Description] of [removed: Document] [added: Document] |

| [removed: 10.2] [added: 10.1] | | [removed: [Second Amended and Restated Security Agreement,] [added: [Facility Agreement] dated [removed: as of December 19, 2013, between each] [added: November 20, 2018, among Sands China Limited, Bank] of [removed: the parties named] [added: China Limited, Macau Branch,] as [removed: a grantor] [added: agent, the arrangers listed] therein and [removed: The Bank of Nova Scotia, as collateral agent for] the [removed: secured parties, as defined] [added: original lenders listed] therein (incorporated by reference from Exhibit [removed: 10.3] [added: 10.9] to the Company's Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, [removed: 2013] [added: 2018] and filed on February [removed: 28, 2014).](http://www.sec.gov/Archives/edgar/data/1300514/000144530514000758/lvs-ex103_20131231x10k.htm)] [added: 22, 2019).](http://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex109.htm)] |