Las Vegas Sands (LVS) 10-K risk factor changes: FY2020 vs FY2019

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; fear of exposure to a widespread health epidemic, such as the [removed: 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;] [added: COVID-19 Pandemic;] any weaknesses in the job or housing 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 [added: and changes in consumer confidence in the economy; or fear of war, political instability, civil unrest or future acts of terrorism.]

Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could [added: materially] adversely affect the number of visitors to our facilities and disrupt our [removed: operations, resulting in a material adverse effect on our business, financial condition, results of operations and cash flows.][added: operations.]

[removed: So called] [added: So-called] "Acts of God," such as typhoons and rainstorms, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious or contagious diseases, political instability, civil unrest, terrorist activity or war may [removed: result] [added: result, and] in [added: the case of the COVID-19 Pandemic, have resulted, in] decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely [removed: affect] [added: affect, and] the [added: COVID-19 Pandemic has adversely affected, the] number of visitors to our properties.

Any of these events may [added: continue to] disrupt our ability to staff our business adequately, could [added: continue to] generally disrupt our operations [removed: and specifically,] [added: or construction projects and,] if the global response to contain the [removed: 2019 Novel Coronavirus] [added: COVID-19 Pandemic] escalates or is unsuccessful, would have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

Infectious diseases may severely [removed: disrupt] [added: disrupt, and in the case of the COVID-19 Pandemic, have severely disrupted,] domestic and international travel, which would result in a decrease in customer visits to Macao, Singapore and Las Vegas, including our properties.

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

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

[removed: Recently,] U.S. governmental authorities have evidenced an increased focus on the gaming industry and compliance with anti-money laundering laws and regulations.

We previously announced the renovation, expansion and rebranding of Sands Cotai [removed: Central,] [added: Central into The Londoner Macao,] the addition of approximately 370 luxury suites in [removed: The Londoner Tower Suites,] the [removed: development of approximately 290 additional premium quality suites in The Grand Suites at Four Seasons] [added: Londoner Court] and the MBS Expansion Project in Singapore.

Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and [added: features.]

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 Macao and Singapore, we [removed: will be] [added: are] subject to greater [removed: degrees of] risk than [removed: competitors with more operating properties or that operate in] [added: if we were] more [removed: markets.][added: diversified.]

The risks to which we will have [removed: a greater degree of] exposure include the following:

[removed: | • |] [added: -] local economic and competitive conditions; [removed: |]

[removed: | • |] [added: -] natural or man-made disasters, pandemics, epidemics, outbreaks of contagious or infectious diseases, such as the [removed: 2019 Novel Coronavirus outbreak,] [added: COVID-19 Pandemic,] political instability, civil unrest, terrorist activity or war; [removed: |]

[removed: | • |] [added: -] inaccessibility due to inclement weather, road construction or closure of primary access routes; [removed: |]

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

[removed: | • |] [added: -] changes in local and state governmental laws and regulations, including gaming laws and regulations; [removed: |]

[removed: | • |] [added: -] changes in the availability of water; and [removed: |]

[removed: | • |] [added: -] a decline in the number of visitors to Macao, Singapore or Las Vegas. [removed: |]

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

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including [removed: Sheldon] [added: Robert] G.

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

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

Accordingly, [removed: Mr. Adelson exercises] [added: our Principal Stockholders exercise] significant influence over our business policies and affairs, including the composition of our Board of Directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets.

The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of [removed: Mr. Adelson.][added: our Principal Stockholders.]

The interests of [removed: Mr. Adelson] [added: our Principal Stockholders] may differ from your interests.

[removed: Our subsidiaries might not] [added: If the global response to contain COVID-19 escalates, or is unsuccessful, our subsidiaries’ ability to] generate sufficient earnings and cash flow to pay dividends or distributions in the [removed: future.][added: future may be negatively impacted.]

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

[removed: | • |] [added: -] incur additional debt, including providing guarantees or credit support; [removed: |]

[removed: | • |] [added: -] incur liens securing indebtedness or other obligations; [removed: |]

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

[removed: | • |] [added: -] make certain acquisitions; [removed: |]

[removed: | • |] [added: -] pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; [removed: |]

[removed: | • |] [added: -] enter into sale and leaseback transactions; [removed: |]

[removed: | • |] [added: -] engage in any new businesses; [removed: |]

[removed: | • |] [added: -] issue preferred stock; and [removed: |]

[removed: | • |] [added: -] enter into transactions with our stockholders and our affiliates. [removed: |]

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $12.49] [added: $14.01] billion of long-term debt outstanding, net of original issue [removed: discount,] [added: discount and] deferred offering costs (excluding those costs related to our revolving [removed: facilities) and cumulative fair value adjustments.][added: facilities).]

[removed: | • |] [added: -] make it more difficult for us to satisfy our debt service obligations; [removed: |]

The COVID-19 Pandemic has materially adversely affected the number of visitors to our facilities and disrupted our operations, and we expect this adverse impact to continue until the COVID-19 Pandemic is contained.

We expect the impact of the disruptions resulting from the impact of the COVID-19 Pandemic, including the extent of their adverse impact on our financial and operational results, will be dictated by the length of time such disruptions continue.

Although all our properties are currently open, we cannot predict whether future closures would be appropriate or could be mandated.

Even once travel advisories and restrictions are modified or cease to be necessary, demand for Integrated Resorts may remain weak for a significant length of time and we cannot predict if or when the gaming and non-gaming activities of our properties will return to pre-outbreak levels of volume or pricing.

In particular, future demand for Integrated Resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth or reduced business spending for MICE resulting from the impact of the COVID-19 Pandemic.

In addition, we cannot predict the impact the COVID-19 Pandemic will have on our mall tenants in Macao and Singapore.

Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic lead to prolonged changes in consumer behavior or could impact our current construction projects in Macao and Singapore.

There are certain limitations on our ability to mitigate the adverse financial impact of these matters, such as the fixed costs at our properties, the access to construction labor due to immigration restrictions or construction materials due to vendor supply chain delays.

The COVID-19 Pandemic also makes it more challenging for management to estimate the future performance of our businesses, particularly over the near to medium term.

The COVID-19 Pandemic has had, and will continue to have, a material adverse effect on our results of operations and cash flows.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 Pandemic and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.

Any of these events may disrupt our ability to staff our business adequately, could generally disrupt our operations and could have a material adverse effect on our

We are subject to extensive regulations that govern our operations in any jurisdiction where we operate.

See “Item 1 — Business — Regulation and Licensing” for further description of regulations that govern our operations.

We will also be subject to disciplinary action by the Nevada Commission if we fail to comply with Nevada gaming laws that govern our operations, as further described in “Item 1 — Business — Regulation and Licensing — State of Nevada.”

We depend primarily on our properties in three markets for all of our cash flow.

For example, on April 17, 2020, SCL announced it will not pay a final dividend for 2019.

Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations.

If we are required to raise additional capital in the future, our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.

If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing would be further negatively impacted.

In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect.

There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S. credit agreements contain various financial covenants.

SCL, MBS and LVSC have each entered into a waiver and

amendment request letter with their lenders to waive certain of their financial requirements through January 1, 2022 for SCL and December 31, 2021 for both MBS and LVSC.

While the expectation is that LIBOR will cease to exist, the future of LIBOR at this time is uncertain.

If LIBOR ceases to exist, we may need to renegotiate our credit facilities that reference LIBOR as a factor in determining the interest rate.

We are subject to fluctuations in foreign currency exchange rates.

Our operations face significant competition, which may increase in the future.

There are significant risks associated with our construction projects.

Conducting business in Macao and Singapore has certain political and economic risks.

material adverse effect on our long-term business strategy and operations.

Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their June 26, 2022 expiration dates.

into U.S. dollars.

Venetian Casino Resort, LLC, is party to the Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008 ("REA") with Brookfield, owner and operator of the Grand Canal Shoppes.

In establishing the terms for the integrated operation of these companies, the REA sets forth agreements regarding, among other things, encroachments, easements, operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing and the sharing of some facilities and related costs.

If Brookfield substantially breaches its obligations under the REA, such breaches could have a material adverse effect on our financial condition.

Risks Related to Stock Ownership and Stockholder Matters

outstanding common stock as of December 31, 2020.

Certain Nevada gaming regulations apply to beneficial owners of our voting securities.

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.

Infectious diseases, acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air 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 flows.

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.

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 flows.

Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Commission, the Nevada Board and the CCLGLB.

The Nevada Gaming Authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us.

Although we currently are registered with, and LVSLLC and VCR currently hold gaming licenses issued by, the Nevada Gaming Authorities, these authorities may, among other things, revoke the gaming license of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada Gaming Authorities may, under certain circumstances, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity.

If our gaming licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of our casinos, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, compliance costs associated with gaming laws, regulations or licenses are significant.

Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

A similar dynamic exists in all jurisdictions where we operate and a regulatory action against one of our operating entities in any gaming jurisdiction could impact our operations in other gaming jurisdictions where we do business.

There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows

features.

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 markets.

| | |

| --- | --- |

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

Adelson, Robert G.

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.

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 interests.

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

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

We

High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

or other casino or gaming area staff.

A failure to establish and protect our IP rights could have a material adverse effect on our business, financial condition and results of operations.

In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage, or the scope of insurance coverage we deem necessary, in the future.

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.

Our Macao and Singapore operations face intense competition, which could have a material adverse effect on our financial condition, results of operations and cash flows.

properties and planned development projects could be impaired, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Conducting business in Macao and Singapore has certain political and economic risks, which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operations include The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Four Seasons Hotel Macao and Sands Macao in Macao and the Marina Bay Sands in Singapore.

During [removed: 2019,] [added: 2020,] we had [removed: accomplishments] [added: achieved milestones] in [removed: furthering] [added: advancing] 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 [added: we] opened [removed: gaming spaces in] The Grand Suites at Four Seasons [removed: along with having certain] [added: in October 2020, featuring gaming spaces and 289] luxury [removed: suites available for simulation purposes.][added: suites.]

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

Finally, we continued to strengthen our balance sheet with the [removed: sale of Sands Bethlehem and the] issuance of [removed: LVSC] [added: SCL 2026 and 2030] Senior Notes [removed: in July] to [removed: refinance our U.S. credit facility, and in November to] provide funds for [added: incremental liquidity and] general corporate [removed: purposes and share repurchases.][added: purposes.]

[removed: On May 31, 2019, we closed] [added: (1)We completed] the sale of Sands Bethlehem [removed: in Pennsylvania.][added: on May 31, 2019.]

The [removed: China Individual Visit Scheme to Macao ("China IVS") has been suspended, and on February 4, 2020, the] Hong Kong [removed: SAR] government temporarily closed the Hong Kong [added: China Ferry Terminal in Kowloon on January 30, 2020, and the Hong Kong] Macao Ferry Terminal in Hong [removed: Kong.][added: Kong on February 4, 2020.]

[removed: On] [added: Following suspension of all gaming operations on] February [removed: 4,] [added: 5,] 2020 [added: by] the Macao [removed: government announced the suspension of] [added: government, our Macao] casino operations [removed: from] [added: resumed on] February [removed: 5,] [added: 20, 2020, except for operations at The Londoner Macao, which resumed on February 27,] 2020.

If our [removed: casinos in Macao] [added: Integrated Resorts] are not permitted to resume normal operations, travel restrictions such as those related to [added: inbound travel from other countries are not modified or eliminated,] the China IVS and other [removed: global restrictions on inbound travel from mainland China] [added: visa programs] are [removed: not lifted,] [added: suspended] or the global response to contain the [removed: spread of the 2019 Novel Coronavirus] [added: COVID-19 Pandemic] escalates or is unsuccessful, our [removed: operations in Macao] [added: operations, cash flows and financial condition] will be [removed: materially impacted and our operations in Singapore] [added: additionally] and [removed: Las Vegas could be adversely] [added: materially] impacted.

Our operating segments in Macao consist of The Venetian Macao; [removed: Sands Cotai Central;] The [added: Londoner Macao; The] Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; and the Sands Macao.

Operating revenues at The Venetian Macao, [removed: Sands Cotai Central,] The [added: Londoner Macao, 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 charged for hotel rooms and our gaming volume.

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

Our Rolling Chip win percentage is expected to be [removed: 3.0%] [added: 3.15%] to [removed: 3.3%] [added: 3.45%] in Macao and Singapore.

In Macao and Singapore, [removed: 14.7%] [added: 24.0%] and [removed: 23.9%,] [added: 14.6%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2019.][added: 2020.]

Approximately [removed: 66.8%] [added: 68.8%] of our table games play at our Las Vegas Operating [removed: Properties,] [added: Properties was conducted on a credit basis] for the year ended December 31, [removed: 2019, was conducted on a credit basis.][added: 2020.]

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other [removed: requirements.][added: requirements (such as government mandated closure, lodging for team members and usage by the Macao and Singapore governments for quarantine measures).]

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

Year [removed: Ended December] [added: Ended December] 31, [removed: 2019 Compared] [added: 2019 Compared] to the Year [removed: Ended December] [added: Ended December] 31, 2018

Net revenues [added: for the year ended December 31, 2020] were [removed: $13.74] [added: $3.61] billion, compared to [removed: $13.73] [added: $13.74] billion for the year ended December 31, [removed: 2018.][added: 2019.]

Operating [removed: income decreased 1.4% to $3.70 billion for the year ended December 31, 2019,] [added: loss was $1.69 billion,] compared to [removed: $3.75] [added: operating income of $3.70] billion for the year ended December 31, [removed: 2018.][added: 2019.]

Net [removed: income increased 12.0% to $3.30] [added: loss was $2.14] billion for the year ended December 31, [removed: 2019,] [added: 2020,] compared to [removed: $2.95] [added: net income of $3.30] billion for the year ended December 31, [removed: 2018.][added: 2019.]

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

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Percent Change | | [added: |]

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

| Food and beverage | [removed: 897] | | [added: 283] | | [removed: 865] | | | | [removed: 3.7] [added: 897] | [added: | | | | | (68.5) | |] % |

| Convention, retail and other | [removed: 546] | | [added: 182] | | [removed: 622] | | | | [removed: (12.2] [added: 546] | [removed: )%] | [added: | | | | (66.7) | | % |]

| Total net revenues | [added: | |] $ | [removed: 13,739] [added: 3,612] | | | [added: | |] $ | [removed: 13,729] [added: 13,739] | | | [removed: 0.1] | [added: | (73.7) | |] % |

[removed: The increase] [added: Additionally, there] was [removed: partially offset by] a [removed: $309] [added: $227] million decrease due to the sale of Sands Bethlehem on May 31, 2019.

[removed: Net casino] [added: Mall] revenues [removed: increased $9] [added: decreased $335] million compared to the year ended December 31, [removed: 2018.][added: 2019.]

[removed: The increase was primarily attributable to a $202 million increase] [added: Revenues] at our Macao [removed: operating properties,] [added: operations and Marina Bay Sands decreased $5.85 billion and $1.30 billion, respectively,] driven by [removed: increases] [added: decreases] in Non-Rolling Chip [removed: win percentage and drop,] [added: drop] and [removed: an $87 million increase] [added: Rolling Chip volume, while revenues] at our Las Vegas Operating [removed: Properties, driven by increases] [added: Properties decreased $217 million due to decreases] in table games [added: drop and] win percentage and slot handle.

[removed: The increase] [added: Additionally, there] was [removed: partially offset by] a [removed: $269 million] decrease [removed: due] [added: of $199 million attributable] to the sale of Sands Bethlehem on May 31, 2019.

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | [added: |]

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

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

| Total casino revenues | [added: | |] $ | [removed: 2,875] [added: 531] | | | [added: | |] $ | [removed: 2,829] [added: 2,875] | | | [removed: 1.6] | [added: | (81.5) | |] % |

| Non-Rolling Chip drop | [added: | |] $ | [removed: 9,275] [added: 1,925] | | | [added: | |] $ | [removed: 9,068] [added: 9,275] | | | [removed: 2.3] | [added: | (79.2) | |] % |

| Non-Rolling Chip win percentage | [removed: 26.2] | | [added: 25.4 | |] % | | [removed: 24.7] | | [added: 26.2 | |] % | | [removed: 1.5] | [added: | (0.8) | |] pts |

| Rolling Chip volume | [added: | |] $ | [removed: 25,715] [added: 3,775] | | | [added: | |] $ | [removed: 32,148] [added: 25,715] | | | [removed: (20.0] | [removed: )%] | [added: (85.3) | | % |]

| Rolling Chip win percentage | [removed: 3.29] | | [added: 3.12 | |] % | | [removed: 3.55] | | [added: 3.29 | |] % | | [removed: (0.26] | [removed: )pts] | [added: (0.17) | | pts |]

| Slot handle | [added: | |] $ | [removed: 3,952] [added: 1,041] | | | [added: | |] $ | [removed: 3,303] [added: 3,952] | | | [removed: 19.6] | [added: | (73.7) | |] % |

| Slot hold percentage | [removed: 4.8] | | [added: 4.4 | |] % | | [added: | |] 4.6 | | % | | [removed: 0.2] | [added: | (0.2) | |] pts |

COVID-19 Pandemic

In early January 2020, an outbreak of a respiratory illness caused by a novel coronavirus was identified and the disease has since spread rapidly across the world causing the World Health Organization to declare on March 12, 2020, the outbreak of a pandemic (the “COVID-19 Pandemic”).

As a result, people across the globe were advised to avoid non-essential travel.

Steps were also taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations, including our Integrated Resorts for certain periods in 2020 in each of the jurisdictions in which we operate, to contain the spread of the virus.

Visitation to Macao decreased substantially throughout 2020 as a result of various government policies limiting travel.

Travel restrictions and quarantine requirements have been varying in response to changes in circumstances in other countries.

A complete ban on entry, or a need to undergo enhanced quarantine requirements depending on the person’s residency and their recent travel history, remains in place for Macao residents, foreign workers residing in Macao and international travelers from countries other than mainland China.

Beginning December 21, 2020, all travelers who have been to any overseas territory, including Hong Kong, but not including mainland China or Taiwan, in the past 14 days will be subject to a 21-day compulsory quarantine at a designated location when arriving in Macao.

Those travelers arriving from mainland China or Taiwan will be subject to a 14-day quarantine.

People from low risk cities in China may enter Macao quarantine free, subject to them holding the appropriate travel documents, a negative COVID-19 test result and a green health-code.

All other foreign nationals, including those holding a temporary work permit, are still not permitted to enter Macao.

The China Individual Visit Scheme ("China IVS") recommenced for certain regions from August 12, 2020, and was extended to more jurisdictions within mainland China effective September 23, 2020.

General travel restrictions within mainland China continue to exist and are updated and revised based on evolving public health consideraions within China.

Additional health safeguards, such as the requirement to present a negative COVID-19 test certificate prior to entering the casino, have been implemented, as well as the ongoing limitation on the number of seats per table game, slot machine spacing, temperature checks and mandatory mask protection.

Management is currently unable to determine when these measures will be modified or cease to be necessary.

Some of our Macao hotel facilities were also closed during the casino suspension in response to the drop in visitation and, with the exception of the Conrad Macao, Cotai Strip which reopened on June 13, 2020, these hotels were gradually reopened from February 20, 2020.

In support of the Macao government’s initiatives to fight the COVID-19 Pandemic, we provided one tower (approximately 2,000 hotel rooms) for quarantine purposes at the Sheraton Grand Macao Hotel, Cotai Strip to the Macao government to house individuals who returned to Macao.

This tower has been utilized for quarantine purposes on several occasions including from March 28 to April 30, 2020; from June 7 to August 14, 2020; from December 20, 2020 until February 6, 2021; and will resume on February 20, 2021 until further notice.

Operating hours at restaurants across our Macao properties are continuously being adjusted in line with movements in guest visitation.

The majority of retail outlets in the various shopping malls are open with reduced operating hours.

The timing and manner in which these areas will return to full operation are currently unknown.

In response, we have suspended our Macao ferry operations between Macao and Hong Kong.

The timing and manner in which our normal ferry operations will be able to resume are currently unknown.

Our operations in Macao have been significantly impacted by the lack of visitation to Macao.

The Macao government announced total visitation from mainland China to Macao decreased 83.0% for 2020, as compared to 2019.

The Macao government also announced gross gaming revenue decreased by 79.3% for 2020, as compared to 2019.

Beginning on April 7, 2020, the Singapore government suspended all casino and non-essential operations, including all operations at Marina Bay Sands, due to the COVID-19 Pandemic.

Our Singapore operations were permitted to reopen beginning on June 19, 2020; however, this only included certain restaurants and retail mall operations.

The casino operations reopened on July 1, 2020; however, entry was initially limited to annual levy holders and certain Sands Rewards Club (“SRC”) members.

The casino opened to all SRC members as of July 9, 2020, and to the public as of October 23, 2020.

All operations are currently subject to capacity limitations.

On May 28, 2020, in support of the Singapore government’s initiatives to fight the COVID-19 Pandemic, Marina Bay Sands entered into an agreement with the Singapore government to utilize all three hotel towers to house Singapore residents for quarantine upon their initial return from other jurisdictions.

The government’s use of the first tower ceased on June 26, 2020, while usage of the second and third towers continued through July 26, 2020.

Beginning on July 17, 2020, the first tower reopened for normal operations, while the second and third towers reopened on August 1, 2020.

On September 7, 2020, the STB announced that event organizers would be allowed to apply for pilot events with limited capacities of up to 250 attendees from October 1, 2020.

The date on which nightlife venues may reopen is unknown at this time.

In December 2020, Singapore entered phase 3 of reopening, which, among other things, increased our casino operating capacity for Marina Bay Sands from 3,000 players to 3,750 players.

Visitation to Marina Bay Sands declined significantly due to the COVID-19 Pandemic.

The STB announced for the 12 months ended November 30, 2020 (the latest information publicly available at the time of filing), total visitation to Singapore decreased approximately 76.6%, as compared to the same period in 2019.

The Nevada government suspended all casino and non-essential operations, including all operations at the Las Vegas Operating Properties, beginning on March 18, 2020, due to the COVID-19 Pandemic.

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

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.

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

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

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.

Adjusted property EBITDA for the year ended December 31, 2019, increased 2.1% to $5.39 billion, compared to $5.28 billion for the year ended December 31, 2018.

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

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

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

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

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

Consolidated net revenues were $13.74 billion for the year ended December 31, 2019, an increase of $10 million compared to $13.73 billion for the year ended December 31, 2018.

The increase was primarily driven by increases of $188 million and $136 million at our Macao properties and our Las Vegas Operating Properties, respectively, primarily due to increased casino revenues.

| Sands Cotai Central | | | | | | | | | | |

| Total casino revenues | $ | 199 | | | $ | 468 | | | (57.5 | )% |

| Table games drop | $ | 453 | | | $ | 1,134 | | | (60.1 | )% |

| Table games win percentage | 20.2 | | % | | 17.9 | | % | | 2.3 | pts |

| Slot handle | $ | 2,007 | | | $ | 4,795 | | | (58.1 | )% |

| Slot hold percentage | 6.3 | | % | | 6.4 | | % | | (0.1 | )pts |

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| --- | --- |

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.

| Total room revenues | $ | 7 | | | $ | 16 | | | (56.3 | )% |

| Occupancy rate | 92.6 | | % | | 92.8 | | % | | (0.2 | )pts |

| Average daily room rate (ADR) | $ | 159 | | | $ | 163 | | | (2.5 | )% |

The increase was primarily due to a $30 million increase at Marina Bay Sands, driven by the opening of new restaurants and a night club.

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.

Mall revenues increased $26 million compared to the year ended December 31, 2018.

The increase was primarily due to increases of $20 million and $6 million at the Shoppes at Venetian and The Shoppes at Marina Bay Sands, respectively, driven by increases in base rents as a result of store renewals and new tenants and increases in overage rents, and an increase of $6 million at the Shoppes at Four Seasons driven by an increase in overage rent, partially offset by a decrease of $4 million at the Shoppes at Parisian due to a decrease in base rents.

| Shoppes at Cotai Central(1) | | | | | | | | | | |

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

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

As of December 31, [removed: 2019,] [added: 2020,] the estimated fair value of our long-term debt was approximately [removed: $13.21] [added: $15.15] billion, compared to its contractual value of [removed: $12.58] [added: $14.12] billion.

A hypothetical 100 basis point change in market rates would cause the fair value of our long-term debt to change by [removed: $525] [added: $557] million.

A hypothetical 100 basis point change in [removed: LIBOR and] SOR would cause our annual interest cost on our long-term debt to change by approximately [removed: $86] [added: $31] million.

Foreign currency transaction gains for the year ended December 31, [removed: 2019,] [added: 2020,] were [removed: $24] [added: $22] million primarily due to U.S. dollar denominated debt issued by SCL [removed: offset] [added: and] by Singapore dollar denominated intercompany debt reported in U.S. dollars.

Based on balances as of December 31, [removed: 2019,] [added: 2020,] a hypothetical 10% weakening of the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss of approximately [removed: $40] [added: $23] million and a hypothetical 1% weakening of the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $49] [added: $67] million.

The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a [added: narrow] range).

instruments.

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

The total notional amount of our fixed-to-variable interest rate swaps was $5.50 billion as of December 31, 2019.

The fair value of the interest rate swaps, on a stand-alone basis, as of December 31, 2019, was an asset of $81 million.

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

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

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

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

Through our [removed: 70.0%] [added: 69.9%] ownership of Sands China Ltd. ("SCL"), we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region ("Macao") of the People's Republic of China ("China").

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

In Singapore, we own and operate the iconic Marina Bay Sands, which [removed: has become] [added: opened in 2010 and is] one of Singapore's major tourist, business and retail [removed: destinations since its opening in 2010.][added: destinations.]

We also drive social impact through the Sands Cares charitable giving and community engagement program, and environmental performance through the award-winning Sands ECO360 global sustainability [removed: program.][added: program ("Sands ECO360").]

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

In [removed: 2019,] [added: 2020,] we were [removed: the only casino and gaming company to be] named [removed: on both] [added: to] the Dow Jones Sustainability North America Index and [added: to] the [removed: FTSE4Good] [added: Dow Jones Sustainability World] Index, recognizing our leadership and performance across economic, environmental and social areas.

In addition, CDP's annual A List names the world's [removed: most pioneering companies] leading [removed: on] [added: companies in the area of] environmental transparency and performance.

For the [removed: second] [added: third] consecutive year, we have been named to the A List for both CDP Water Security and CDP Climate Change.

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

[added: 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.

In addition, we post certain information regarding SCL, a subsidiary of [removed: Las Vegas Sands Corp.] [added: LVSC] with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website.

In Macao, our operating segments are: The Venetian Macao; [removed: Sands Cotai Central;] The [added: Londoner Macao; The] Parisian Macao; The Plaza Macao and Four Seasons Hotel Macao; and Sands Macao.

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

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 (including the conversion of] [added: Macao,] the [removed: Holiday Inn-branded rooms and suites to suites in The Londoner Macao Hotel), The Grand Suites at Four Seasons, The Londoner Tower Suites] [added: MBS Expansion Project (as later defined)] and our Las Vegas condominium project (for which construction currently is suspended) in the United States.

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 [removed: meetings, incentives, conventions and exhibitions ("MICE")] [added: MICE] facilities.

These attractions and amenities enhance the appeal of our Integrated Resorts, contributing to visitation, length of stay and customer [removed: expenditure] [added: spending] at our resorts.

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

[removed: During the twelve months ended September 30, 2019 (the latest available data at the time of filing), we] [added: Our combined SCL properties] had the highest percentage of gaming win from mass tables and slots of the Macao operators, with [added: an average market share of] approximately 30% [removed: market share.][added: during the previous five years.]

Management [removed: estimates] [added: estimated] our mass market table revenues typically generate a gross margin approximately four times higher than the gross margin on our [removed: typical] VIP table revenues in Macao.

[removed: During the year ended December 31, 2019, non-rolling] [added: Additionally,] gross gaming revenue [added: from mass tables and slots has] contributed to approximately two-thirds of total gross gaming revenue at Marina Bay [removed: Sands.][added: Sands during the previous five years.]

[removed: Additionally,] Marina Bay Sands [removed: has become] [added: is] an iconic part of the Singapore skyline and is often featured [added: prominently] in [removed: movies] [added: filmed entertainment] and other media.

Adelson [removed: is] [added: was] our founder, chairman and chief executive officer.

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

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

Mr. Patrick Dumont, our [removed: Executive Vice] President and Chief [removed: Financial] [added: Operating] Officer, has been with the Company for more than [removed: nine years] [added: ten years, including the last five as our Executive Vice-president] and [added: Chief Financial Officer, and] has prior experience in corporate finance and management.

[removed: He and the] [added: Our] management team [removed: are] [added: is] focused on [added: delivering growth,] increasing our [added: return on invested capital,] balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute [removed: our] return of [removed: excess] capital to stockholders.

Our [added: approximately] 5.2 million square feet of global MICE space is [removed: specifically] designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world.

Our experience and expertise in this industry [removed: continues] [added: supports our ability] to drive leisure and business tourism to our markets.

The live entertainment program at our properties, specifically in Asia, [removed: is] [added: has been] a key traffic driver and has established us as [removed: the] [added: a] leader in the field of tourism and leisure activities.

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

We believe our partnerships with renowned hotel management partners, our diverse Integrated Resort [removed: offerings and]

[added: 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.

In addition, our scale allows us to consolidate certain administrative [removed: functions and leverage purchasing on a global scale.][added: functions.]

Focusing on the high-margin mass market gaming segment, while continuing to provide luxury amenities and high service levels to our VIP and premium players. [removed: Our properties cater not only to VIP] [added: The scale] and [removed: premium players, but also to mass market customers, which comprise] [added: product mix of] our [removed: most profitable gaming segment.][added: Integrated Resort properties allow us to participate very effectively in all segments of the market.]

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

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

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

Project Protect is our

In the United States, our operating segment is the Las Vegas Operating Properties.

From February 2020 through the date of this report, our operations were significantly impacted by a global pandemic (the “COVID-19 Pandemic”).

While the details of this impact have been disclosed throughout this document, the following discussion of our business focuses on execution of our business strategies in a non-pandemic environment based on the assumption the global impact of the COVID-19 Pandemic will eventually diminish and our operations will recover as travel and tourism improves in our markets.

Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao, Singapore and the U.S. have contributed 55%, 35% and 10% of our total adjusted property EBITDA, respectively, during the

previous five years.

In each of these jurisdictions, our cash flow from operations was derived from a combination of gaming and non-gaming sources, including retail malls, hotel, food and beverage, entertainment and MICE.

Established brands with broad regional and international market awareness and appeal. The opening of The Venetian Macao provided the foundation and cornerstone for the Cotai Strip and marked a step-change for the Macao gaming market more broadly.

Through a combination of its range and scale of facilities and its distinctive theming, The Venetian Macao has remained the foremost example of a themed Integrated Resort in Macao.

Recognition has also been garnered by The Parisian Macao, our property with its iconic replica of the Eiffel Tower and other themed attractions.

Both of these European-themed Integrated Resorts attract broad brand awareness both regionally and globally, which we expect will continue with the opening of The Londoner Macao over the course of 2021.

We believe the mass market segment will continue to exhibit long-term growth as a result of the introduction of more high-quality gaming facilities and non-gaming amenities into our various markets, accompanied by supportive long-term trends in business and leisure tourism.

Our properties are positioned to harness future growth in the mass market that comprise our most profitable gaming segment, while delivering the immersive destination resort experiences that create loyalty with VIP and premium players.

This project is being delivered in phases, which started in 2020 and will continue through 2021.

Upon completion, The Londoner Macao will include some of London’s most recognizable landmarks, such as the Houses of Parliament and The Elizabeth Tower (commonly known as "Big Ben").

The resort will also feature the Londoner Court with approximately 370 luxury suites; construction of the Londoner Court is now complete and we expect it to open later in 2021.

The Integrated Resort opened in phases beginning in April 2012 and features four hotel towers.

The first hotel tower includes (i) approximately 650 five-star rooms and suites under the Conrad brand and (ii) The Londoner Macao Hotel, which opened in January 2021, with 600 London-themed suites, including 14 exclusive Suites by David Beckham.

The second hotel tower consists of approximately 1,800 rooms and suites under the Sheraton brand.

The third hotel tower consists of approximately 2,100 rooms and suites under the Sheraton brand.

The fourth hotel tower consists of approximately 400 rooms and suites under the St. Regis brand.

of retail space with more than 130 stores and home to more than 40 restaurants and food outlets featuring an international assortment of cuisines.

The Grand Suites at Four Seasons opened in October 2020 and features 289 luxury suites.

We initiated VIP gaming operations in this space in the first quarter of 2020.

The Second Development Agreement provides for a total project cost of approximately 4.5 billion Singapore dollars ("SGD," approximately $3.4 billion at exchange rates in effect on December 31, 2020).

We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement.

On June 18, 2020, we further amended our 2012 Singapore Credit Facility to, among other things, extend to June 30, 2021, the deadline for delivering the construction costs estimate and the construction schedule for the MBS Expansion Project.

We welcomed approximately 6 million visitors to Macao in 2020, compared to the approximately 39 million visitors in 2019.

We believe visitation will return to pre-pandemic levels and will continue to experience meaningful long-term growth.

The HZMB is part of the Greater Bay Area Initiatives and plays a key role in connecting the cities in the Greater Bay Area, facilitating the visitation to Macao.

In the twelve months ended November 30, 2020 (the latest information publicly available at the time of

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| Restaurants and lounges | | | | | | 386,149 | | | | | | 18 | | % | | | | Lei Garden, Cé La Vi, North, Blossom | | |

| Health and beauty | | | | | | 82,008 | | | | | | 4 | | % | | | | Sephora, Sa Sa, Chanel, Helena Rubinstein, SkinCeuticals | | |

| Total | | | | | | 2,194,961 | | | | | | 100 | | % | | | | | | |

Human Capital

Our industry-leading Integrated Resorts

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

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

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

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

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

The property features four hotel towers: the first hotel tower, which opened in April 2012, consisting of approximately 650 rooms and suites under the Conrad brand and approximately 600 London-themed suites 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.

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 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 previously announced The Grand Suites at Four Seasons, which will feature approximately 290 additional premium quality suites.

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.

We expect Macao will continue to experience meaningful long-term growth and the approximately 39 million visitors Macao welcomed in 2019 will continue to increase in the future.

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| | |

| --- | --- |

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

| Restaurants and lounges | | 422,608 | | | 19 | % | | Bambu, Lei Garden, Ce La Vi, North, Café Deco, Haidilao, The Cheesecake Factory |

| Health and beauty | | 83,558 | | | 4 | % | | Sephora, The Body Shop, Sa Sa |

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

Advertising and Marketing

We advertise in many types of media, including television, Internet (including search engines, e-mail, online advertising and social media), radio, newspapers, magazines and other out-of-home advertising (including billboards), to promote general market awareness of our properties as unique leisure, business and convention destinations due to our first-class hotels, casinos, retail stores, restaurants and other amenities.

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

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

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

Employees

Intellectual Property

Our intellectual property ("IP") portfolio currently consists of trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information.

We believe the name recognition, brand identification and image we have developed through our intellectual properties attract customers to our facilities, drive customer loyalty and contribute to our success.

We register and protect our IP in the jurisdictions in which we operate or significantly advertise, as well as in countries in which we may operate in the future or wish to ensure protection of our rights.

We previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination Integrated Resort, The Londoner Macao, by adding extensive thematic elements both externally and internally.

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.

Construction has commenced

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

We also previously announced The Grand Suites at Four Seasons, which will feature approximately 290 additional premium quality suites.

See "Item 1A — Risk Factors — Risk Factors — *There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows*."

For a discussion of legal proceedings, see "Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 15] [added: 14] — Commitments and Contingencies — Litigation."

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

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

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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

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

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

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

| 3355 Las Vegas Boulevard South | | | | [added: | | | | | | | |]

| Las Vegas, | [added: | |] Nevada | | [added: | | | |] 89109 | [added: | |]

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

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

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

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

| Large Accelerated Filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated Filer | | [added: | | | |] ☐ | | [added: | | | |] Emerging Growth Company | | [added: | | | |] ☐ | [added: | |]

| Non-Accelerated Filer | | [added: | | | |] ☐ | | [added: | | | |] Smaller Reporting Company | | [added: | | | |] ☐ | | | | | [added: | | | | | | | | | |]

As of June [removed: 28, 2019,] [added: 30, 2020,] 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: $19,894,504,221] [added: $15,059,203,280] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 763,684,915] [added: 763,842,938] shares of common stock outstanding as of February [removed: 4, 2020.][added: 2, 2021.]

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

| Portions of the definitive Proxy Statement to be used in connection with the registrant's [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated into Part III (Item 10 through Item 14) of this Annual Report on Form 10-K. | | | [added: | | | | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

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| [PART I](#if6bab9c031a445a3acab0952665a76e1_10) | | | | | | | | | | | |

| [PART II](#if6bab9c031a445a3acab0952665a76e1_31) | | | | | | | | | | | |

| [ITEM 9B](#if6bab9c031a445a3acab0952665a76e1_202) | | | — | | | [OTHER INFORMATION](#if6bab9c031a445a3acab0952665a76e1_202) | | | [121](#if6bab9c031a445a3acab0952665a76e1_202) | | |

| [ITEM 11](#if6bab9c031a445a3acab0952665a76e1_211) | | | — | | | [EXECUTIVE COMPENSATION](#if6bab9c031a445a3acab0952665a76e1_211) | | | [121](#if6bab9c031a445a3acab0952665a76e1_211) | | |

| [PART IV](#if6bab9c031a445a3acab0952665a76e1_223) | | | | | | | | | | | |

| [ITEM 16](#if6bab9c031a445a3acab0952665a76e1_229) | | | — | | | [FORM 10-K SUMMARY](#if6bab9c031a445a3acab0952665a76e1_229) | | | [129](#if6bab9c031a445a3acab0952665a76e1_229) | | |

| [SIGNATURES](#if6bab9c031a445a3acab0952665a76e1_232) | | | | | | | | | [130](#if6bab9c031a445a3acab0952665a76e1_232) | | |

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| [PART I](#sA927F85794D256AAA428445C32D18133) | | | |

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

| [ITEM 9B](#s31E18CD3E9F8594799C1033E7BB8D9DF) | — | [OTHER INFORMATION](#s31E18CD3E9F8594799C1033E7BB8D9DF) | [118](#s31E18CD3E9F8594799C1033E7BB8D9DF) |

| [ITEM 11](#s50B8478F8C49525F893F63E82C0A74B1) | — | [EXECUTIVE COMPENSATION](#s50B8478F8C49525F893F63E82C0A74B1) | [118](#s50B8478F8C49525F893F63E82C0A74B1) |

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

| [ITEM 16](#sA6A076C2AA045D8886B51DE6DE5E39BE) | — | [FORM 10-K SUMMARY](#sA6A076C2AA045D8886B51DE6DE5E39BE) | [126](#sA6A076C2AA045D8886B51DE6DE5E39BE) |

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

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

[added: 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.

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

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

The Company's common stock trades on the NYSE under the symbol "LVS." As of February [removed: 4, 2020,] [added: 2, 2021,] there were [removed: 763,684,915] [added: 763,842,938] shares of our common stock outstanding that were held by [removed: 322] [added: 309] stockholders of record.

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: 2019.][added: 2020.]

[removed: ][added: ]

| | [removed: 12/31/2014] | | | | [added: |] 12/31/2015 | | | | [added: | |] 12/31/2016 | | | | [added: | |] 12/31/2017 | | | | [added: | |] 12/31/2018 | | | | [added: | |] 12/31/2019 | | | [added: 12/31/2020 | | |]

In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 Pandemic.

In June 2018, the Company's Board of Directors authorized the repurchase of $2.50 billion of its outstanding common stock, which was to expire in November 2020.

In October 2020, the Company's Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022.

During the year ended December 31, 2020, no shares of our common stock were repurchased under this program.

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

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

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| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 128.75 | | | | | $ | 175.38 | | | | | $ | 137.56 | | | | | $ | 191.80 | | $ | 168.78 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 111.95 | | | | | $ | 136.38 | | | | | $ | 116.67 | | | | | $ | 130.39 | | $ | 202.96 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 128.19 | | | | | $ | 179.66 | | | | | $ | 124.66 | | | | | $ | 183.94 | | $ | 164.92 | |

In January 2020, our Board of Directors declared a quarterly dividend of $0.79 per common share (a total estimated to be approximately $603 million) to be paid on March 26, 2020, to stockholders of record on March 18, 2020.

We expect this level of dividend to continue quarterly through the remainder of 2020.

Our Board of Directors will continue to assess the level and appropriateness of any cash dividends.

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

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

| October 1, 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 | |

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| (1) | Calculated excluding commissions. |

| (2) | In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expired on November 2, 2018. In June 2018, the Company's Board of Directors authorized increasing the remaining repurchase amount of $1.11 billion to $2.50 billion and extending the expiration date to November 2, 2020. All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws. All share repurchases of our common stock have been recorded as treasury shares. |

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| | Cumulative Total Return | | | | | | | | | | | | | | | | | | | | | | |

| 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 | |

[removed: Revenues and operating expenses] [added: Total assets] for the [removed: year] [added: years] ended December 31, [removed: 2015] [added: 2018, 2017 and 2016] were not revised and are presented in accordance with ASC [removed: 605, Revenue Recognition,] [added: 840, Leases,] and related interpretations.

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 14] [added: 13] — Leases" for further information regarding these changes.

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

| | [removed: 2019(1)] | | [added: 2020(1)] | | [removed: 2018(2)] | | | | [removed: 2017(3)] [added: 2019(2)] | | | | [removed: 2016(4)] | | [added: 2018(3)] | | [removed: 2015] | | | [added: | 2017(4) | | | | | | 2016(5) | | |]

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

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

| Net revenues | [added: | |] $ | [removed: 13,739] [added: 3,612] | | | [added: | |] $ | [removed: 13,729] [added: 13,739] | | | [added: | |] $ | [removed: 12,728] [added: 13,729] | | | [added: | |] $ | [removed: 11,271] [added: 12,728] | | | [added: | |] $ | [removed: 11,688] [added: 11,271] | |

| Operating expenses | [added: | | 5,300 | | | | | |] 10,041 | | | | [added: | |] 9,978 | | | | [removed: 9,264] | | [added: 9,264] | | [removed: 8,769] | | | | [removed: 8,847] [added: 8,769] | | |

| Operating income [added: (loss)] | [added: | | (1,688) | | | | | |] 3,698 | | | | [added: | |] 3,751 | | | | [removed: 3,464] | | [added: 3,464] | | [removed: 2,502] | | | | [removed: 2,841] [added: 2,502] | | |

| Interest income | [added: | | 21 | | | | | |] 74 | | | | [added: | |] 59 | | | | [removed: 16] | | [added: 16] | | [removed: 10] | | | | [removed: 15] [added: 10] | | |

| Interest expense, net of amounts capitalized | [removed: (555] | | [removed: )] [added: (536)] | | [removed: (446] | | [removed: )] | | [removed: (327] [added: (555)] | | [removed: )] | | [removed: (274] | | [removed: )] [added: (446)] | | [removed: (265] | | [removed: )] | [added: | (327) | | | | | | (274) | | |]

| Other income (expense) | [added: | | 22 | | | | | |] 23 | | | | [added: | |] 26 | | | | [removed: (94] | | [removed: )] [added: (94)] | | [removed: 31] | | | | 31 | | |

| Gain on sale of Sands Bethlehem | [removed: 556] | | [added: —] | | [removed: —] | | | | [added: 556 | | | | | |] — | | | | [added: | |] — | | | | [added: | |] — | | |

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

| Income [added: (loss)] before income taxes | [added: | | (2,181) | | | | | |] 3,772 | | | | [added: | |] 3,326 | | | | [removed: 3,054] | | [added: 3,054] | | [removed: 2,264] | | | | [removed: 2,622] [added: 2,264] | | |

| Income tax (expense) benefit | [removed: (468] | | [removed: )] [added: 38] | | [removed: (375] | | [removed: )] | | [removed: 209] [added: (468)] | | | | [removed: (239] | | [removed: )] [added: (375)] | | [removed: (236] | | [removed: )] | [added: | 209 | | | | | | (239) | | |]

| Net income [added: (loss)] | [added: | | (2,143) | | | | | |] 3,304 | | | | [added: | |] 2,951 | | | | [removed: 3,263] | | [added: 3,263] | | [removed: 2,025] | | | | [removed: 2,386] [added: 2,025] | | |

| Net [removed: income] [added: (income) loss] attributable to noncontrolling interests | [removed: (606] | | [removed: )] [added: 458] | | [removed: (538] | | [removed: )] | | [removed: (455] [added: (606)] | | [removed: )] | | [removed: (346] | | [removed: )] [added: (538)] | | [removed: (420] | | [removed: )] | [added: | (455) | | | | | | (346) | | |]

| Net income [added: (loss)] attributable to Las Vegas Sands Corp. | [added: | |] $ | [removed: 2,698] [added: (1,685)] | | | [added: | |] $ | [removed: 2,413] [added: 2,698] | | | [added: | |] $ | [removed: 2,808] [added: 2,413] | | | [added: | |] $ | [removed: 1,679] [added: 2,808] | | | [added: | |] $ | [removed: 1,966] [added: 1,679] | |

| Per share data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Basic and diluted earnings [added: (loss)] per share | [added: | |] $ | [removed: 3.50] [added: (2.21)] | | | [added: | |] $ | [removed: 3.07] [added: 3.50] | | | [added: | |] $ | [removed: 3.55] [added: 3.07] | | | [added: | |] $ | [removed: 2.11] [added: 3.55] | | | [added: | |] $ | [removed: 2.47] [added: 2.11] | |

| Cash dividends declared per common [removed: share(5)] [added: share(6)] | [added: | |] $ | [removed: 3.08] [added: 0.79] | | | [added: | |] $ | [removed: 3.00] [added: 3.08] | | | [added: | |] $ | [removed: 2.92] [added: 3.00] | | | [added: | |] $ | [removed: 2.88] [added: 2.92] | | | [added: | |] $ | [removed: 2.60] [added: 2.88] | |

| OTHER DATA | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Capital expenditures | [added: | |] $ | [removed: 1,216] [added: 1,330] | | | [added: | |] $ | [removed: 949] [added: 1,216] | | | [added: | |] $ | [removed: 837] [added: 949] | | | [added: | |] $ | [removed: 1,398] [added: 837] | | | [added: | |] $ | [removed: 1,529] [added: 1,398] | |

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

| | [removed: 2019(6)] | | [added: 2020(7)] | | [removed: 2018(7)] | | | | [removed: 2017] [added: 2019(8)] | | | | [removed: 2016] | | [added: 2018(9)] | | [removed: 2015] | | | [added: | 2017 | | | | | | 2016 | | |]

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

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

| Total assets | [added: | |] $ | [removed: 23,199] [added: 20,807] | | | [added: | |] $ | [removed: 22,547] [added: 23,199] | | | [added: | |] $ | [removed: 20,687] [added: 22,547] | | | [added: | |] $ | [removed: 20,469] [added: 20,687] | | | [added: | |] $ | [removed: 20,863] [added: 20,469] | |

| Long-term debt | [added: | |] $ | [removed: 12,422] [added: 13,931] | | | [added: | |] $ | [removed: 11,874] [added: 12,422] | | | [added: | |] $ | [removed: 9,344] [added: 11,874] | | | [added: | |] $ | [removed: 9,428] [added: 9,344] | | | [added: | |] $ | [removed: 9,249] [added: 9,428] | |

| Total Las Vegas Sands Corp. stockholders' equity | [added: | |] $ | [removed: 5,187] [added: 2,973] | | | [added: | |] $ | [removed: 5,684] [added: 5,187] | | | [added: | |] $ | [removed: 6,486] [added: 5,684] | | | [added: | |] $ | [removed: 6,177] [added: 6,486] | | | [added: | |] $ | [removed: 6,817] [added: 6,177] | |

[removed: | (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. [removed: |]

[removed: | (2) | During] [added: (3)During] the year ended December 31, 2018, we recorded a $64 million loss on 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: |]

[removed: | (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: |]

[removed: | (4) | During] [added: (5)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. [removed: |]

[removed: | (5) | During] [added: (6)During] the years ended December 31, [added: 2020,] 2019, 2018, [removed: 2017, 2016,] [added: 2017] and [removed: 2015,] [added: 2016,] we paid [removed: quarterly] dividends of [removed: $0.77, $0.75, $0.73, $0.72] [added: $0.79, $3.08, $3.00, $2.92] and [removed: $0.65,] [added: $2.88,] respectively, per common share as part of a regular cash dividend program. [removed: |]

[removed: | (6) | During] [added: (8)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. [removed: See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt." |]

[removed: | (7) | During] [added: (9)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. [removed: See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt." |]

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(1)During the year ended December 31, 2020, operations in each of our jurisdictions were significantly impacted by the COVID-19 Pandemic.

(2)We completed the sale of Sands Bethlehem on May 31, 2019.

Results of operations include Sands Bethlehem through May 30, 2019.

(4)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.

(7)During the year ended December 31, 2020, SCL issued two series of unsecured notes in an aggregate principal amount of $1.50 billion.

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt."

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt."

See "Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt."

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

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.

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#sD04E8FC0150A5814A47644EF3C899FC0)] [added: Firm](#if6bab9c031a445a3acab0952665a76e1_76)] | [removed: [66](#sD04E8FC0150A5814A47644EF3C899FC0)] | [added: | [68](#if6bab9c031a445a3acab0952665a76e1_76) | | |]

| [Consolidated Balance Sheets at December 31, [removed: 2019 and 2018](#s2C5FAD50439657D3A20A2C9212522C67)] [added: 20](#if6bab9c031a445a3acab0952665a76e1_79)[20](#if6bab9c031a445a3acab0952665a76e1_79) [and 20](#if6bab9c031a445a3acab0952665a76e1_79)[19](#if6bab9c031a445a3acab0952665a76e1_79)] | [removed: [69](#s2C5FAD50439657D3A20A2C9212522C67)] | [added: | [71](#if6bab9c031a445a3acab0952665a76e1_79) | | |]

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2019](#sB02B6AB75BDF5FDF8EA54DE7AFC3874B)] [added: 2](#if6bab9c031a445a3acab0952665a76e1_85)[0](#if6bab9c031a445a3acab0952665a76e1_85)[20](#if6bab9c031a445a3acab0952665a76e1_85)] | [removed: [70](#sB02B6AB75BDF5FDF8EA54DE7AFC3874B)] | [added: | [72](#if6bab9c031a445a3acab0952665a76e1_85) | | |]

| [Consolidated Statements of Comprehensive [removed: Income for] [added: Income](#if6bab9c031a445a3acab0952665a76e1_88) [(Loss)](#if6bab9c031a445a3acab0952665a76e1_88) [for] each of the three years in the period ended December [removed: 31, 2019](#s7672C8B17ADC5FCAAFBCBF2ECF149D82)] [added: 31,](#if6bab9c031a445a3acab0952665a76e1_88) [2020](#if6bab9c031a445a3acab0952665a76e1_88)] | [removed: [71](#s7672C8B17ADC5FCAAFBCBF2ECF149D82)] | [added: | [73](#if6bab9c031a445a3acab0952665a76e1_88) | | |]

| [Consolidated Statements of Equity for each of the three years in the period ended December [removed: 31, 2019](#s01BEDF6C46F25C778D4AF4D14F9C4D24)] [added: 31,](#if6bab9c031a445a3acab0952665a76e1_91) [2020](#if6bab9c031a445a3acab0952665a76e1_91)] | [removed: [72](#s01BEDF6C46F25C778D4AF4D14F9C4D24)] | [added: | [74](#if6bab9c031a445a3acab0952665a76e1_91) | | |]

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December [removed: 31, 2019](#s4475710B04C2525A961C8DCE1720FFB0)] [added: 31,](#if6bab9c031a445a3acab0952665a76e1_97) [2020](#if6bab9c031a445a3acab0952665a76e1_97)] | [removed: [73](#s4475710B04C2525A961C8DCE1720FFB0)] | [added: | [75](#if6bab9c031a445a3acab0952665a76e1_97) | | |]

[removed: | [Notes to Consolidated Financial Statements](#s37654E6793455DBA9D784C24721ABF46) | [75](#s37654E6793455DBA9D784C24721ABF46) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)]

| Financial Statement Schedule: | | [added: | | | |]

| [Schedule II — Valuation and Qualifying [removed: Accounts](#sC66FEA76F9095909A7ECCA4125938209)] [added: Accounts](#if6bab9c031a445a3acab0952665a76e1_193)] | [removed: [116](#sC66FEA76F9095909A7ECCA4125938209)] | [added: | [119](#if6bab9c031a445a3acab0952665a76e1_193) | | |]

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 7, 2020,] [added: 5, 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: 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.

Valuation of Casino Receivables — Refer to Notes 2 and [removed: 4] [added: 3] to the financial statements

As discussed in Note 2 to the financial statements, accounts receivable at December 31, [removed: 2019] [added: 2020] include credit extended to casino patrons and [removed: junket operators.][added: gaming promoters.]

The Company records [removed: an allowance] [added: a provision] for [removed: doubtful accounts] [added: credit losses] based on the amount of [removed: probable] [added: expected] credit losses.

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

[removed: | • |] [added: -] 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. [removed: |]

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

[removed: | • |] [added: -] Performed a retrospective analysis of historical reserves evaluating subsequent collections and write-offs. [removed: |]

| /s/ Deloitte & Touche LLP | [added: | |]

| Las Vegas, Nevada | [added: | |]

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] of the Company and our report dated February [removed: 7, 2020,] [added: 5, 2021,] expressed an unqualified opinion on those financial statements and financial statement schedule.

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

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |

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

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

| Current assets: | | | | | | | | [added: | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 4,226] [added: 2,121] | | | [added: | |] $ | [removed: 4,648] [added: 4,226] | |

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

| Inventories | [removed: 37] | | [added: 32] | | [removed: 35] | | | [added: | 37 | | |]

| Prepaid expenses and other | [removed: 182] | | [added: 137] | | [removed: 144] | | | [added: | 182 | | |]

| Total current assets | [removed: 5,305] | | [added: 2,644] | | [removed: 5,566] | | | [added: | 5,305 | | |]

| Property and equipment, net | [removed: 14,844] | | [added: 15,109] | | [removed: 15,154] | | | [added: | 14,844 | | |]

| Deferred income taxes, net | [removed: 282] | | [added: 318] | | [removed: 368] | | | [added: | 282 | | |]

| Leasehold interests in land, net | [removed: 2,272] | | [added: 2,256] | | [removed: 1,198] | | | [added: | 2,272 | | |]

| Intangible assets, net | [removed: 42] | | [added: 25] | | [removed: 72] | | | [added: | 42 | | |]

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| [Notes to Consolidated Financial Statements](#if6bab9c031a445a3acab0952665a76e1_100) | | | [77](#if6bab9c031a445a3acab0952665a76e1_100) | | |

The Company applies standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due.

The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information.

The Company also specifically analyzes the collectability of each account

| February 5, 2021 | | |

| /s/ Deloitte & Touche LLP | | |

| Las Vegas, Nevada | | |

| February 5, 2021 | | |

| Accounts receivable, net of provision for credit losses of $314 and $282 | | | 338 | | | | | | 844 | | |

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| Provision for credit losses | | | 99 | | | | | | 30 | | | | | | 5 | | |

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| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,685) | | | | | | (458) | | | | | | (2,143) | | |

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| Dividends declared ($0.79 per share) (Note 9) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (603) | | | | | | (308) | | | | | | (911) | | |

| Balance at December 31, 2020 | | | $ | 1 | | | | | $ | (4,481) | | | | | $ | 6,611 | | | | | $ | 29 | | | | | $ | 813 | | | | | $ | 565 | | | | | $ | 3,538 | |

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| Provision for credit losses | | | 99 | | | | | | 30 | | | | | | 5 | | |

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