We are currently required to build and open The Parisian Macao by November 2016 and complete Sands Cotai Central by December 2016. If we are unable to meet the respective deadlines and the deadlines for either development are not extended, we may lose the respective land concession, which would prohibit us from operating any facilities developed under such land concession.

We received land concessions from the Macao government covering the sites on which The Venetian Macao, Four Seasons Macao, Sands Cotai Central and The Parisian Macao are located. The Macao government granted us extensions of the development deadline under the land concession for The Parisian Macao. Under the terms of the land concession, we must complete The Parisian Macao by November 15, 2016. See “— Risks Related to Our Business — ~~Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing,” “— Risks Related to Our Business —~~ There are significant risks associated with our ongoing and future construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows from these planned facilities~~” and “—~~ 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.” The land concession for Sands Cotai Central contains a similar requirement that the corresponding development be completed by December 31, 2016. Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, we would then expect to apply for another extension from the Macao government. No assurance can be given that additional extensions will be granted. If we are unable to meet the current deadlines and the deadlines for either development are not extended, the Macao government has the right to unilaterally terminate our respective land concessions for The Parisian Macao or Sands Cotai Central. A loss of the land concession would prohibit us from operating any properties developed under the land concession for The Parisian Macao or Sands Cotai Central. As a result, we could record a charge for all or some portion of our $1.65 billion and $4.87 billion in capitalized costs and land premiums (net of amortization), as of December 31, 2015, for The Parisian Macao or Sands Cotai Central, respectively.

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

Our VIP and mass market gaming customers typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan. Increasingly, a significant number of gaming customers come to our casinos from mainland China. Any slowdown in economic growth or changes of China’s current restrictions on travel and currency movements could further disrupt the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing and able to spend while at our properties.

Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China for travel to Macao and Hong Kong. These measures have, and any future policy developments that may be implemented may have, the effect of reducing the number of visitors to Macao from mainland China, which could adversely impact tourism and the gaming industry in Macao.

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.

The hotel, resort and casino businesses are highly competitive. Our Macao operations currently compete with numerous other casinos located in Macao. Our competitors have announced additional Macao facilities with planned opening dates in ~~2016~~2017 and ~~2017.~~2018. Increasing capacity of hotel rooms in Macao could add to the competitive dynamic of the market.

Our Macao and Singapore operations will also compete to some extent with casinos located elsewhere in Asia, including ~~Singapore,~~Malaysia, Philippines, ~~new developments in Malaysia, Korea,~~ Australia, ~~New Zealand~~Cambodia and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming. Our operations also face increased competition from new developments in Malaysia, Australia and South Korea. In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Japan, Taiwan, Thailand and ~~Thailand.~~Vietnam.

The proliferation of gaming venues, especially in Southeast Asia, could have a significant and adverse effect on our financial condition, results of operations and cash flows.

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The Macao and Singapore governments could grant additional rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We hold a subconcession under one of only three gaming concessions authorized by the Macao government to operate casinos in Macao. No additional concessions or subconcessions have been granted since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We hold one of two licenses granted by the Singapore government to develop an integrated resort, including a casino. Under the Request for Proposal, the CRA is required to ensure that there will not be more than two casino licenses during a ten-year exclusive period that ~~began~~expires on ~~March 1, 2007.~~February 28, 2017. If the Singapore government were to license additional casinos, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations and cash flows.

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We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.

Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled managers and employees at our properties. The Macao government requires that we only hire Macao residents in our casinos for certain employee roles, including as dealers. In addition, we are required in Macao to obtain visas and work permits for managers and employees we seek to employ from other countries. There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals in Macao is likely to increase ~~as we open The Parisian Macao and~~ as other competitors expand their operations.

We may have to seek managers and employees from other countries to adequately staff and manage our properties and certain Macao government policies affect our ability to use outside managers and employees in certain job classifications. Despite our coordination with the Macao labor and immigration authorities to assure that our management and labor needs are satisfied, we may not be able to recruit and retain a sufficient number of qualified managers or employees for our operations or the Macao labor and immigration authorities may not grant us the necessary visas or work permits.

If we are unable to obtain, attract, retain and train skilled managers and employees, and obtain any required visas or work permits for our skilled managers and employees, our ability to adequately manage and staff our existing 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 in Macao include The Venetian Macao, Sands Cotai Central, The Parisian Macao, Four Seasons Macao ~~Sands Cotai Central~~ and Sands ~~Macao, and we are constructing The Parisian Macao, which is currently anticipated to open in the second half of 2016, subject to Macao government approval.~~Macao. We also own and operate the Marina Bay Sands in Singapore. Accordingly, our business development plans, financial condition, results of operations and cash flows may be materially and adversely affected by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments or changes in laws and regulations or their interpretations. Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability after tax. These changes may have a material adverse effect on our financial condition, results of operations and cash flows.

As we expect a significant number of consumers to continue to come to our Macao properties from mainland China, general economic conditions and policies in China could have a significant impact on our financial prospects. Any slowdown in economic growth, decline in economic conditions or changes to China’s current restrictions on travel and currency movements could disrupt the number of visitors from mainland China to our casinos in Macao as well as

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the amounts they are willing to spend in our casinos. See “— The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.”

Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe that our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore. These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, our activities in Macao and Singapore are subject to administrative review and approval by various government agencies. We cannot assure you that we will be able to obtain all necessary approvals, which may have a material adverse effect on our long-term business strategy and operations. Macao and Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues.

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The Macao government approved smoking control legislation, which prohibits smoking in casinos starting on October 6, 2014. The legislation, however, permits casinos to maintain designated smoking areas of up to 50% of the areas opened to the public, so long as such areas are within restricted access areas and comply with the conditions set out in the Dispatch of the Chief Executive, dated November 1, 2012, as amended by the Dispatch of the Chief Executive, dated June 3, 2014. Such legislation may deter potential gaming customers who are smokers from frequenting casinos in jurisdictions with smoking bans such as Macao. Such laws and regulations could change or could be interpreted differently in the future. We cannot predict the future likelihood or outcome of similar legislation or referendums in other jurisdictions where we operate or the magnitude of any decrease in revenues as a result of such regulations, though any smoking ban could have an adverse effect on our business, financial condition, results of operations and cash flows.

We are currently not required to pay corporate income taxes on our casino gaming operations in Macao. Additionally, we currently have an agreement with the Macao government that provides for a fixed annual payment that is a substitution for a 12% tax otherwise due from VML’s shareholders on dividends distributed from our Macao gaming operations. These tax arrangements expire at the end of 2018.

We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games. This exemption does not apply to our non-gaming activities. We will continue to benefit from this tax exemption through the end of 2018. Additionally, we entered into an agreement with the Macao government in May 2014, effective through the end of 2018 that provides for an annual payment that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. We intend to request five-year extensions of these tax arrangements; however, we cannot assure you that either of these tax arrangements will be extended beyond their expiration dates.

We are dependent upon gaming junket operators for a ~~significant~~ portion of our gaming revenues in Macao.

Junket operators, which promote gaming and draw high-roller customers to casinos, are responsible for a ~~significant~~ portion of our gaming revenues in Macao. With the increased number of gaming facilities in Macao, the competition for relationships with junket operators has increased. Our gaming revenue associated with junket operators is in decline and may continue to decline in the future. There can be no assurance that we will be able to maintain, or grow, our relationships with junket operators. If we are unable to maintain or grow our relationships with junket operators, or if the junket operators experience financial difficulties or are unable to develop or maintain relationships with our high-roller customers, our ability to grow our gaming revenues will be hampered.

If junket operators attempt to negotiate changes to our operational agreements, including higher commissions, it could result in higher costs for us, loss of business to a competitor or loss of relationships with junket operators. Given present market conditions in Macao and certain economic and other factors occurring in the region, junket operators may encounter difficulties in attracting patrons to come to Macao, and such junket operators may experience decreased liquidity, limiting their ability to grant credit to their patrons, resulting in decreased gaming volume at our Macao properties. Credit already extended by junket operators to their patrons may become increasingly difficult for

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them to collect. This inability to attract sufficient patrons, grant credit and collect amounts due in a timely manner could negatively affect junket operator’s activities, cause junket operators to wind up or liquidate their operations or result in junket operators leaving Macao. The above factors affecting junket operators could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, the quality of junket operators with whom we have relationships is important to our reputation and our ability to continue to operate in compliance with our gaming licenses. While we strive for excellence in our associations with junket operators, we cannot assure you that the junket operators with whom we are associated will meet the high standards we insist upon. If a junket operator falls below our standards, we may suffer reputational harm, as well as worsening relationships with, and possible sanctions from, gaming regulators with authority over our operations. In the event a junket operator does not meet its financial obligations, there can be no assurance that we may not incur financial exposure.

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Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi.

Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeably with the Hong Kong dollar in Macao. Although currently permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.S. dollars. Also, our ability to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited.

We are currently prohibited from accepting wagers in renminbi, the legal currency of China. There are also restrictions on the remittance of the renminbi from mainland China and the amount of renminbi that can be converted into foreign currencies, including the pataca and Hong Kong dollar. Restrictions on the remittance of the renminbi from mainland China may impede the flow of gaming customers from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations. There is no assurance that mainland Chinese regulations will not be promulgated in the future that have the effect of restricting or eliminating the remittance of renminbi from mainland China. Further, if any new mainland Chinese regulations are promulgated in the future that have the effect of permitting or restricting (as the case may be) the remittance of renminbi from mainland China, then such remittances will need to be made subject to the specific requirements or restrictions set out in such rules.

On July 21, 2005, the People’s Bank of China announced that the renminbi will no longer be pegged to the U.S. dollar, but will be allowed to float in a band (and, to a limited extent, increase in value) against a basket of foreign currencies. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar and the Macao pataca will continue to be pegged to the Hong Kong dollar or that the current peg rate for these currencies will remain at the same level. The floating of the renminbi and possible changes to the pegs of the Macao pataca and/or the Hong Kong dollar may result in severe fluctuations in the exchange rate for these currencies. Any change in such exchange rates could have a material adverse effect on our operations and on our ability to make payments on certain of our debt instruments. We do not currently hedge for foreign currency risk related to the renminbi or pataca; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations.

Certain Nevada gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan to operate.

Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the State of Nevada. We are required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring outside the State of Nevada, including Macao, Singapore and other jurisdictions. We will also be subject to disciplinary action by the Nevada Commission if:

we knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

we fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

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we engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;

we engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or

we employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

Also, as we are required to provide any other information that the Nevada Commission may require concerning our gaming activities and associations in jurisdictions outside the State of Nevada, we could be subject to disciplinary action by the Nevada Commission if our current reporting is determined to be unsatisfactory due to Macao regulations

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

In addition, if the Nevada Board determines that one of our actual or intended activities or associations in a foreign gaming operation may violate one or more of the foregoing, we can be required to file an application with the Nevada Commission for a finding of suitability of such activity or association. If the Nevada Commission finds that the activity or association in the foreign gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada Commission find that our gaming activities or associations in Macao or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in those jurisdictions.

The gaming authorities in other jurisdictions where we operate or plan to operate, including in Macao and Singapore, exercise similar powers for purposes of assessing suitability in relation to our activities in other gaming jurisdictions where we do business.

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

Part of our business strategy in Macao and Singapore relies upon our ability to profitably operate, sell and/or grant rights of use over certain of our real estate assets once completed, including retail malls and apart-hotels. Our ability to monetize these assets will be subject to market conditions, applicable legislation, the receipt of necessary government approvals and other factors. If we are unable to profitably operate and/or monetize these real estate assets, it may have a material adverse effect on our financial condition, results of operations and cash flows.

VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.

The Macao government has granted VML a quota to permit it to hire foreign workers. VML has effectively assigned the management of this quota to its contractors for the construction of our Cotai Strip projects. VML, however, remains ultimately liable for all employer obligations relating to these employees, including for payment of wages and taxes and compliance with labor and workers’ compensation laws. VML requires each contractor to whom it has assigned the management of part of its labor quota to indemnify VML for any costs or liabilities VML incurs as a result of such contractor’s failure to fulfill employer obligations. VML’s agreements with its contractors also contain provisions that permit it to retain some payments for up to one year after the contractors’ complete work on the projects. We cannot assure you that VML’s contractors will fulfill their obligations to employees hired under the labor quotas or to VML under the indemnification agreements, or that the amount of any indemnification payments received will be sufficient to pay for any obligations VML may owe to employees managed by contractors under VML’s quotas. Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations. After we have made the final payments, it may be more difficult for us to enforce any unpaid indemnity obligations.

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The transportation infrastructure in Macao may not be adequate to accommodate increased future demand of visitors to Macao.

Macao is in the process of expanding its transportation infrastructure to service the increased number of visitors to Macao. If the planned expansions of transportation facilities to and from Macao are delayed or not completed, and Macao’s transportation infrastructure is insufficient to meet the demands of an increased volume of visitors to Macao, the desirability of Macao as a business and leisure tourism destination, as well as the results of operations of our Macao properties, could be negatively impacted.

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Risks Associated with Our U.S. Operations

We face significant competition in Las Vegas, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, any significant downturn in the trade show and convention business could have a significant and adverse effect on our mid-week occupancy rates and business.

The hotel, resort and casino businesses in Las Vegas are highly competitive. We also compete, to some extent, with other hotel/casino facilities in Nevada, as well as hotel/casinos and other resort facilities and vacation destinations elsewhere in the United States and around the world. In addition, various competitors on the Las Vegas Strip periodically expand and/or renovate their existing facilities. If demand for hotel rooms does not keep up with the increase in the number of hotel rooms, competitive pressures may cause reductions in average room rates.

We also compete with legalized gaming from casinos located on Native American tribal lands, including those located in California. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located in the same region as our Las Vegas Operating Properties could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers. A number of states have permitted or are considering permitting gaming at “racinos” (combined race tracks and casinos), on Native American reservations and through expansion of state lotteries.

Certain states within the U.S. have also legalized, and others in the future may legalize, online gaming. There are a number of established, well capitalized companies producing and operating online gaming offerings that compete with us. Online gaming is a new and evolving industry and is potentially subject to significant future development, including legal and regulatory development.

The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Also, on December 23, 2011, the DOJ released an opinion on the application of the Wire Act to interstate transmission of wire communications, concluding that such communications that did not relate to a “sporting event or contest” fell outside the prohibition of the Wire Act. In concluding as such, the DOJ reversed earlier opinions that the Wire Act was not limited to such communications on sporting events or contests. Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.

The Sands Expo Center provides recurring demand for mid-week room nights for business travelers who attend meetings, trade shows and conventions in Las Vegas. The Sands Expo Center presently competes with other large convention centers, including convention centers in Las Vegas and other cities. To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

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Certain beneficial owners of our voting securities may be required to file an application with, and be investigated by, the Nevada Gaming Authorities, and the Nevada Commission may restrict the ability of a beneficial owner to receive any benefit from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found to be unsuitable.

Any person who acquires beneficial ownership of more than 10% of our voting securities will be required to apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails a written notice requiring the filing. Under certain circumstances, an “institutional investor” as defined under the regulations of the Nevada Commission, which acquires beneficial ownership of more than 10%, but not more than 25%, of our voting securities (subject to certain additional holdings as a result of certain debt restructurings or stock repurchase programs under the Nevada Act), may apply to the Nevada Commission for a waiver of such finding of suitability requirement if the institutional investor holds our voting securities only for investment purposes. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the Nevada Commission to file an application for a finding of suitability as such. In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting the investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Gaming Authorities may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries:

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

pay remuneration in any form to that person for services rendered or otherwise; or

fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, purchasing them for cash at fair market value.

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

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

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant establish by clear and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB. Under certain circumstances and under the regulations of the PaGCB, an “institutional investor” as defined under the regulations of the PaGCB, which acquires beneficial ownership of 5% or more, but less than 10%, of our voting securities, may not be required to be licensed by the PaGCB provided the PaGCB grants a waiver of the licensure requirement. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

Furthermore, a person or a group of persons acting in concert who acquire(s) more than 20% of our securities, with the exception of the ownership interest of a person at the time of original licensure when the license fee was paid, would trigger a “change in control” (as defined under applicable law). Such a change in control could require us to re-apply for licensure by the PaGCB and incur a ~~$50.0~~$50 million license fee.

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In the event a security holder is required to be found qualified and is not found qualified, or fails to apply for qualification, such security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

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

Labor actions and other labor problems could negatively impact ~~our operations.~~

Security officers at our Bethlehem, Pennsylvania property recently voted to be represented by a labor union, the International Union, Security, Police, and Fire Professionals of America. We are currently negotiating a first collective bargaining agreement with the union and are hopeful that we will be able to reach agreement without any labor actions; however, the possibility of a disruption is always present in such circumstances. Such a labor dispute, if it occurred, could have a negative impact on our operations.

From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees. We cannot provide any assurance that we will not experience additional and successful union activity in the future. The impact of this union activity is undetermined and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If GGP (or any future owner of the Grand Canal Shoppes) breaches any of its material agreements with us or if we are unable to maintain an acceptable working relationship with GGP (or any future owner), there could be a material adverse effect on our financial condition, results of operations and cash flows.

We have entered into agreements with GGP under which, among other things, GGP has agreed to operate the Grand Canal Shoppes subject to, and in accordance with, the ~~cooperation agreement.~~Cooperation Agreement. Our agreements with GGP could be adversely affected in ways that could have a material adverse effect on our financial condition, results of operations and cash flows if we do not maintain an acceptable working relationship with GGP or its successors. For example, the ~~cooperation agreement~~Cooperation Agreement that governs the relationships between the Grand Canal Shoppes and The Palazzo and The Venetian Las Vegas requires that the owners cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP breaches any of its agreements with us, such as its agreement under the ~~cooperation agreement~~Cooperation Agreement to operate the Grand Canal Shoppes consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme in the section formerly referred to as The Grand Canal Shoppes, and its various obligations as our landlord under the leases described above. Although our agreements with GGP provide us with various remedies in the event of any breaches by GGP and include various dispute resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our financial condition, results of operations and cash flows if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

ITEM 1B. — UNRESOLVED STAFF COMMENTS

None.

ITEM 2. — PROPERTIES

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, Four Seasons Macao, Sands Cotai Central and The Parisian Macao are located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. 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

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by the Macao government. In October 2008, the Macao government amended our land concession to separate the retail and hotel portions of the Four Seasons Macao parcel and allowed us to subdivide the parcel into four separate components, consisting of ~~retail,~~retail; hotel/~~casino, Four Seasons Apartments~~casino; an apart-hotel tower (see "Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development Projects"); and parking areas. In consideration for the amendment, we paid an additional land premium of approximately ~~$17.8~~$18 million and will pay adjusted annual rent over the remaining term of the concession, which increased slightly due to the revised allocation

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of parcel use. See “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 5 — Leasehold Interests in Land, Net” for more information on our payment obligation under these land concessions.

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

~~Under~~ the Development Agreement with the STB, we paid SGD ~~1.2~~1.20 billion (approximately ~~$848.7~~$756 million at exchange rates in effect ~~on December 31, 2015)~~at the time of the transaction) in premium payments for the 60-year lease of the land on which the Marina Bay Sands is located plus an additional SGD ~~105.6~~106 million (approximately ~~$74.7~~$66 million at exchange rates in effect ~~on December 31, 2015)~~at the time of the transaction) for various taxes and other fees.

We own an approximately 63-acre parcel of land on which our Las Vegas Operating Properties are located and an approximately 19-acre parcel of land located to the east of the 63-acre parcel. We own these parcels of land in fee simple, subject to certain easements, encroachments and other non-monetary encumbrances. LVSLLC’s credit facility, subject to certain exceptions, is collateralized by a first priority security interest (subject to permitted liens) in substantially all of LVSLLC’s property.

The Sands Bethlehem resort is located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York. In September 2008, our joint venture partner, Bethworks Now, LLC, contributed the land on which Sands Bethlehem is located to Sands Bethworks Gaming and Sands Bethworks Retail, a portion of which was contributed through a condominium form of ownership.

In March 2004, we entered into a long-term lease with a third party for the airspace over which a portion of The Shoppes at The Palazzo was constructed (the “Leased Airspace”). In January 2008, we acquired fee title from the same third party to the airspace above the Leased Airspace (the “Acquired Airspace”) in order to build a high-rise residential condominium tower (the "Las Vegas Condo Tower") that was being constructed on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. In February 2008, in connection with the sale of The Shoppes at The Palazzo, GGP acquired control of the Leased Airspace. We continue to retain fee title to the Acquired Airspace in order to resume building when market conditions improve.

ITEM 3. — LEGAL PROCEEDINGS

~~In addition to the matters described at~~For a discussion of legal proceedings, see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — ~~Litigation,~~Litigation.” we are party to various legal matters and claims arising in the ordinary course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material adverse effect on our financial condition, results of operations and cash flows.

ITEM 4. — MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

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


	High		Low		High		Low
2014
First Quarter	$	88.28	$	69.15
Second Quarter	$	84.24	$	71.09
Third Quarter	$	78.50	$	59.08
Fourth Quarter	$	65.83	$	49.82
2015
First Quarter	$	61.59	$	51.24	$	61.59	$	51.24
Second Quarter	$	59.90	$	49.57	$	59.90	$	49.57
Third Quarter	$	57.77	$	37.40	$	57.77	$	37.40
Fourth Quarter	$	52.14	$	36.53	$	52.14	$	36.53
2016
First Quarter (through February 22, 2016)	$	48.28	$	34.88
First Quarter					$	54.80	$	34.88
Second Quarter					$	53.31	$	41.45
Third Quarter					$	58.65	$	42.29
Fourth Quarter					$	63.38	$	53.07
2017
First Quarter (through February 22, 2017)					$	57.46	$	51.47

~~Inflation~~

~~We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past three fiscal years.~~

Special Note Regarding Forward-Looking Statements

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cannot assure you that any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;

the uncertainty of consumer behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

~~disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;~~

the extensive regulations to which we are subject to and the costs of compliance or failure to comply with such regulations;

our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come ~~due;~~due or to obtain sufficient funding for the remainder of our planned, or any future, development projects;

fluctuations in currency exchange rates;

increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;

our ability to obtain required visas and work permits for management and employees from outside countries to work in Macao, and our ability to compete for the managers and employees with the skills required to perform the services we offer at our properties;

new developments, construction projects and ventures, including the completion of our Cotai Strip developments;

~~our ability to meet certain development deadlines;~~

regulatory policies in mainland China or other countries in which our customers reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;

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the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;

our insurance coverage, including the risk that we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the future, or will only be able to obtain additional coverage at significantly increased rates;

disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;

our ability to collect gaming receivables from our credit players;

our relationship with gaming promoters in Macao;

~~currency exchange rates;~~

our dependence on chance and theoretical win rates;

fraud and cheating;

our ability to establish and protect our IP rights;

conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

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securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;

increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;

the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

new taxes, changes to existing tax rates or proposed changes in tax legislation;

our ability to maintain our gaming licenses, certificate and subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

the continued services of our key management and personnel;

any potential conflict between the interests of our Principal Stockholder and us;

the ability of our subsidiaries to make distribution payments to us;

labor actions and other labor problems;

our failure to maintain the integrity of our customer or company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;

the completion of infrastructure projects in Macao;

our relationship with GGP or any successor owner of the Grand Canal Shoppes; and

the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

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Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowance for Doubtful Casino Accounts

We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Macao, Singapore and the U.S., which we regularly evaluate. We specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information, and we apply standard reserve percentages to aged account balances under the specified dollar amount. We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves. Credit or marker play was ~~23.1%~~16.4%, ~~33.1%~~28.6% and ~~67.4%~~59.6% of table games play at our Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the year ended December 31, ~~2015.~~2016. Our table games play in Pennsylvania is primarily conducted on a cash basis. Our allowance for doubtful casino accounts was ~~36.4%~~47.7% and ~~33.8%~~36.4% of gross casino receivables as of December 31, ~~2015~~2016 and ~~2014,~~2015, respectively. The credit extended to our junkets can be offset by the commissions

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payable to said junkets, which is considered in the establishment of the allowance for doubtful accounts. Our allowance for doubtful accounts from our hotel and other receivables is not material.

Litigation Accrual

We are subject to various claims and legal actions. We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined that such contingencies are both probable and reasonably estimable.

Property and Equipment

At December 31, ~~2015,~~2016, we had net property and equipment of ~~$15.73~~$15.90 billion, representing ~~75.0%~~77.7% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets.

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

To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability

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of our asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of our asset groups.

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

~~Capitalized Interest~~

Interest costs associated with our major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, we capitalize interest on amounts expended using the weighted average cost of our outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period.

~~Leasehold Interests in Land~~

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

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Indefinite Useful Life Assets

As of December 31, ~~2015,~~2016, we had a ~~$50.0~~$50 million asset related to our Sands Bethlehem gaming license and a ~~$16.5~~$17 million asset related to our Sands Bethlehem table games certificate, both of which were determined to have indefinite useful lives. Assets with indefinite useful lives are assessed regularly to ensure they continue to meet the indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing our impairment analysis, we may first conduct a qualitative assessment to determine whether we believe it is “more-likely-than-not” that the asset is impaired. If we elect to perform a qualitative assessment and we determine it is “more-likely-than-not” that the asset is impaired after assessing the qualitative factors, we then perform an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the fair value of the asset exceeds the carrying amount, no impairment is recognized. If the fair value of the asset does not exceed the carrying amount, an impairment will be recognized in an amount equal to the difference.

If a quantitative impairment test is to be performed to estimate the fair value of our intangible assets, our fair value analysis would be based on expected adjusted property EBITDA, combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which are discounted to present value at rates commensurate with our capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses, such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

If we determine a qualitative assessment is to be performed, we assess certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, operating results and projected operating results, and macro-economic and industry conditions.

Future changes to our estimates and assumptions based upon changes in operating results, macro-economic factors or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate.

Stock-Based Compensation

Accounting standards regarding share-based payments require the recognition of compensation expense in the consolidated statements of operations related to the fair value of employee stock-based compensation. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Expected volatilities are based on our historical volatility. The expected option life is based on the contractual term of the option as well historical exercise and forfeiture behavior. The expected dividend yield is based on our estimate of annual dividends expected to be paid at the time of the grant. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options granted. Judgment is also required in estimating the amount of stock-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially impacted. All employee stock options were granted with an exercise price equal to the fair market value (as defined in the Company’s equity award plans).

During the years ended December 31, ~~2015~~2016 and ~~2014,~~2015, we recorded stock-based compensation expense of ~~$45.8~~$35 million and ~~$48.1~~$46 million, respectively. As of December 31, ~~2015,~~2016, under the LVSC 2004 Plan there was ~~$33.4~~$33 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was ~~$4.7~~$1 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of ~~3.8~~3.1 years and ~~1.1~~0.8 years, respectively.

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As of December 31, ~~2015,~~2016, under the SCL Equity Plan there was ~~$19.3~~$15 million of unrecognized compensation cost, net of estimated forfeitures of ~~9.5%~~11.3% per year, related to unvested stock options and there was ~~$6.1~~$2 million of

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unrecognized compensation cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.9 years and ~~1.8~~1.0 years, respectively.

Income Taxes

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

We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of ~~$195.8~~$234 million and ~~$215.2~~$196 million, as of December 31, ~~2015~~2016 and ~~2014,~~2015, respectively, and a valuation allowance on certain net deferred tax assets of our U.S. operations of ~~$3.11~~$3.96 billion and ~~$2.27~~$3.11 billion as of December 31, ~~2015~~2016 and ~~2014,~~2015, respectively. Management will reassess the realization of deferred tax assets based on the applicable accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, we will be able to reduce the valuation allowance in the period such determination is ~~made.~~made as appropriate.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions for which the tax treatment is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits, of being sustained on examinations. We recorded unrecognized tax benefits of $74 million and $65 million as of December 31, 2016 and 2015, respectively. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Our major tax jurisdictions are the U.S., Macao, and Singapore. We are subject to examination for years beginning 2010 in the U.S. and ~~Singapore and~~ for years beginning ~~2011~~2012 in ~~Macao. The~~Macao and Singapore. In November 2016, the Inland Revenue Authority of Singapore ~~is currently performing~~completed a compliance review of the Marina Bay Sands tax ~~return~~returns for tax years 2010 through 2012.

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies.”

ITEM 7A. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of interest rate swaps, futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter

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into derivative transactions that would be considered speculative positions. Our derivative financial instruments currently consist exclusively of ~~interest rate cap agreements and~~ foreign currency forward contracts, none of which have been designated as hedging ~~instruments.~~instruments for accounting purposes.

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To manage exposure to counterparty credit risk in ~~interest rate cap agreements and~~ foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

As of December 31, 2016, the estimated fair value of our long-term debt was approximately $9.58 billion, compared to its carrying value of $9.70 billion. The ~~table below provides information about~~estimated fair value of our ~~financial instruments~~long-term debt is based on level 2 inputs (quoted prices in markets that are ~~sensitive to changes in interest rates. For~~not active). As our long-term debt obligations ~~the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts~~ are ~~used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on December 31, 2015,~~primarily variable-rate debt, a change in LIBOR, HIBOR and SOR ~~plus~~is not expected to have a material impact on the ~~applicable~~fair value of our long-term debt. Based on variable-rate debt levels as of December 31, 2016, a hypothetical 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest ~~rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the years ending December 31:~~cost to change by approximately $97 million.

2016 2017 2018 2019 2020 Thereafter Total
Fair
Value⁽¹⁾
(In millions)
LIABILITIES
Long-term debt
Variable rate $ 91.2
$ 323.1
$ 1,357.1
$ 2,250.8
$ 5,094.2
$ 340.0
$ 9,456.4
$ 9,224.6
Average interest rate⁽²⁾
3.3 % 2.2 % 2.2 % 2.5 % 2.9 % 1.7 % 2.7 %
ASSETS
Cap Agreements⁽³⁾
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —

~~_________________________~~


~~(1)~~	~~The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).~~


~~(2)~~	Based upon contractual interest rates for current LIBOR, HIBOR and SOR for variable rate indebtedness. Based on variable rate debt levels as of December 31, 2015, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $92.0 million.


~~(3)~~	~~As of December 31, 2015, we had one interest rate cap agreement with a nominal aggregate fair value based on quoted market values from the institutions holding the agreement.~~

Foreign currency transaction gains for the year ended December 31, ~~2015~~2016 were ~~$19.4~~$20 million primarily due to Singapore dollar denominated intercompany debt held in the U.S.~~, partially offset by~~ and U.S. dollar denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of December 31, ~~2015, an assumed~~2016, a hypothetical 10% ~~change in~~strengthening or weakening of the U.S. ~~dollar/~~dollar against the SGD ~~exchange rate~~ would cause a foreign currency transaction ~~gain/~~gain of approximately $61 million or a loss of approximately ~~$31.1~~$74 million and ~~an assumed 1%~~a hypothetical 100 basis point change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately ~~$12.8~~$17 million. We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations. Additionally, we manage a portion of our exposure to currency fluctuations with our foreign currency forward contracts. As of December 31, ~~2015,~~2016, we had 1918 foreign currency forward contracts with a total notional value of ~~$672.7~~$427 million and contract expirations through December 2017, and a total asset fair value of ~~$4.2~~$12 million. As of December 31, 2016, a hypothetical unfavorable 10% change in the U.S. dollar/SGD exchange rate would have increased our unrealized loss by approximately $44 million.

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

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ITEM 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~INDEX TO FINANCIAL STATEMENTS~~Capital Financing Overview

We fund our development projects primarily through borrowings from our credit facilities (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-term Debt”) and operating cash flows.



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

Our U.S., Macao and Singapore credit facilities, as amended, contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial ~~information included in~~covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial ~~statement schedule should be read in conjunction~~covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the ~~consolidated~~maximum leverage ratio. Our Macao credit facility requires our Macao operations to comply with similar financial ~~statements. All other~~covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending December 31, 2016 through June 30, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial ~~statement schedules have been omitted because they are not applicable or~~covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the ~~required information is included in the consolidated financial statements or the notes thereto.~~quarterly periods ending December 31, 2016 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of December 31, 2016, our U.S., Macao

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~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Toand Singapore leverage ratios, as defined per the respective credit facility agreements, were 0.8x, 2.0x and 2.4x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.0x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately $2.13 billion and restricted cash and cash equivalents of approximately $10 million as of December 31, 2016, of which approximately $1.73 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.73 billion, approximately $1.34 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations, as well as the $3.46 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit, as of December 31, 2016, will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.

In June 2016, we entered into an agreement to amend our 2011 VML Credit Facility, which became effective in August 2016. This agreement extended the maturity of a portion of the term loans under the facility to May 2022 and provided for additional term loan commitments of $1.0 billion (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-term Debt — 2016 VML Credit Facility”). In August and December 2016, we entered into agreements to amend our 2013 U.S. Credit Facility, which extended the maturity of a portion of the revolving credit commitments under the facility to September 2020 and to lower the applicable margin credit spread for borrowings under the term loans (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-term Debt — 2013 U.S. Credit Facility”). During the year ended December 31, 2016, we had net borrowings of $999 million on our Macao credit facilities and made net repayments of $594 million on our 2013 Extended U.S. Revolving Facility.

During the year ended December 31, 2016, we paid a quarterly dividend of $0.72 per common share and recorded $2.29 billion as a distribution against retained earnings. During the year ended December 31, 2015, we paid a quarterly dividend of $0.65 per common share and recorded $2.07 billion as a distribution against retained earnings. During the year ended December 31, 2014, we paid a quarterly dividend of $0.50 per common share and recorded $1.61 billion as a distribution against retained earnings. In January 2017, our Board of Directors declared a quarterly dividend of $0.73 per common share (a total estimated to be approximately $580 million) to be paid on March 31, 2017, to shareholders of record on March 23, 2017. We expect this level of dividend to continue quarterly through the remainder of 2017. Our Board of Directors will continually assess the level and appropriateness of any cash dividends.

On February 26 and June 24, 2016, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which we retained $1.45 billion). On February 27 and July 15, 2015, SCL paid a dividend of HKD 0.99 and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which we retained $1.45 billion). On February 26, 2014, SCL paid a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share, and, on June 30, 2014, paid a dividend of HKD 0.86 per share to SCL shareholders (a total of $2.60 billion, of which we retained $1.82 billion). In January 2017, the Board of Directors ~~and Stockholders~~ of SCL declared a dividend of HKD 0.99 per share (a total of $1.03 billion, of which we retained $722 million) to SCL shareholders of record on February 8, 2017, which was paid on February 24, 2017.

~~Las Vegas Sands Corp.~~In June 2013, our Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expired in June 2015, but was substantially completed during the year ended December 31, 2014. In October 2014, our Board of Directors authorized the repurchase of an additional $2.0 billion of our outstanding common

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~~We have audited~~stock, which expired in October 2016. In November 2016, our Board of Directors authorized the ~~accompanying consolidated balance sheets~~repurchase of ~~Las Vegas Sands Corp.~~$1.56 billion of our outstanding common stock, which expires in November 2018. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and ~~subsidiaries (the "Company") as~~actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the year ended December 31, 2016, we repurchased no shares. During the years ended December 31, 2015 and 2014, we repurchased 4,383,793 and 22,406,655 shares, respectively, of our common stock for $205 million and $1.66 billion, respectively, (including commissions) under our previous programs. All share repurchases of our common stock have been recorded as treasury stock.

Aggregate Indebtedness and Other Known Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of December 31, 2016:



	Payments Due by Period⁽⁶⁾
	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
	(In millions)
Long-Term Debt Obligations⁽¹⁾
2013 U.S. Credit Facility	$	23	$	45	$	2,151	$	—	$	2,219
2016 VML Credit Facility	20		158		1,945		2,265		4,388
2012 Singapore Credit Facility	64		1,257		1,719		—		3,040
Other	60		16		2		—		78
Fixed Interest Payments	1		2		—		—		3
Variable Interest Payments⁽²⁾	254		487		276		21		1,038
Contractual Obligations
Macao Annual Premium⁽³⁾	41		82		82		21		226
Mall Deposits⁽⁴⁾	38		48		27		5		118
Operating Leases and Other⁽⁵⁾	37		43		35		257		372
Total	$	538	$	2,138	$	6,237	$	2,569	$	11,482

_______________________


(1)	See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further details on these financing transactions.


(2)	Based on the 1-month rates as of December 31, 2016, London Inter-Bank Offered Rate (“LIBOR”) of 0.8%, Hong Kong Inter-Bank Offered Rate (“HIBOR”) of 0.7% and Singapore Swap Offer Rate (“SOR”) of 0.9% plus the applicable interest rate spread in accordance with the respective debt agreements.

(3)

In addition to the 39% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual premium with a fixed portion and a variable portion, which is based on the number and type of gaming tables and gaming machines we operate. Based on the gaming tables and gaming machines in operation as of December 31, 2016, the annual premium payable to the Macao government is approximately $41 million through the termination of the gaming subconcession in June 2022.


(4)	Mall deposits consist of refundable security deposits received from mall tenants.

(5)

We are party to certain operating leases for real estate, various equipment and service arrangements, which primarily include $133 million related to a 99-year lease agreement (87 years remaining) for a parking structure located adjacent to The Venetian Las Vegas, $104 million related to certain leaseback agreements related to the sales of The Grand Canal Shoppes and The Shoppes at the Palazzo, and $86 million related to long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter in accordance with Macao law.

(6)

As of December 31, 2016, we had a $16 million liability related to unrecognized tax benefits; we do not expect this liability to result in a payment of cash within the next 12 months. We are unable to reasonably estimate the timing of the liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.

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Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than interest rate caps and foreign currency forward contracts.

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

the uncertainty of consumer behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

the extensive regulations to which we are subject to and the ~~related consolidated statements~~costs of compliance or failure to comply with such regulations;

our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for the remainder of our planned, or any future, development projects;

fluctuations in currency exchange rates;

increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;

new developments, construction projects and ventures, including the completion of our Cotai Strip developments;

regulatory policies in mainland China or other countries in which our customers reside, or where we have operations, ~~comprehensive income, equity,~~including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;

our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash ~~flows~~flow;

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the passage of new legislation and receipt of governmental approvals for ~~each of~~our proposed developments in Macao and other jurisdictions where we are planning to operate;

our insurance coverage, including the ~~three years~~risk that we have not obtained sufficient coverage, may not be able to obtain sufficient coverage in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit~~future, or will only be able to obtain ~~reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures~~additional coverage at significantly increased rates;

disruptions or reductions in ~~the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,~~travel, as well as ~~evaluating~~disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;

our ability to collect gaming receivables from our credit players;

our relationship with gaming promoters in Macao;

our dependence on chance and theoretical win rates;

fraud and cheating;

our ability to establish and protect our IP rights;

conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

government regulation of the ~~overall financial statement presentation.~~casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;

the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

new taxes, changes to existing tax rates or proposed changes in tax legislation;

our ability to maintain our gaming licenses, certificate and subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

the continued services of our key management and personnel;

any potential conflict between the interests of our Principal Stockholder and us;

the ability of our subsidiaries to make distribution payments to us;

labor actions and other labor problems;

the completion of infrastructure projects in Macao;

our relationship with GGP or any successor owner of the Grand Canal Shoppes; and

the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We ~~believe that~~assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

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Critical Accounting Policies and Estimates

The preparation of our ~~audits provide a reasonable basis for our opinion.~~

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

~~We have also audited, in accordance with the standards~~reported amounts of ~~the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as~~assets and liabilities, revenues and expenses, and related disclosures of ~~December 31, 2015,~~contingent assets and liabilities. These estimates and judgments are based on ~~the criteria established in~~ ~~Internal Control-Integrated Framework(2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission~~historical information, information that is currently available to us and ~~our report dated February 26, 2016 expressed an unqualified opinion~~ on ~~the Company's internal control over financial reporting.~~

~~/s/ Deloitte & Touche LLP~~

~~Las Vegas, Nevada~~

~~February 26, 2016~~

~~Table of Contents~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Board of Directors and Stockholders of~~

~~Las Vegas Sands Corp.~~

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

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

~~A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive~~estimates and ~~principal financial officers, or persons performing similar functions,~~assumptions in future evaluations. Changes in these estimates and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that couldassumptions may have a material effect on our results of operations and financial condition. We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

~~Because~~Allowance for Doubtful Casino Accounts

We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Macao, Singapore and the U.S., which we regularly evaluate. We specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the ~~inherent limitations of internal control over~~account, the customer’s financial ~~reporting, including~~condition, collection history and any other known information, and we apply standard reserve percentages to aged account balances under the ~~possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any~~specified dollar amount. We also monitor regional and global economic conditions and forecasts in our evaluation of the ~~effectiveness~~adequacy of the ~~internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because~~recorded reserves. Credit or marker play was 16.4%, 28.6% and 59.6% of ~~changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.~~

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

~~We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements~~Macao properties, Marina Bay Sands and ~~financial statement schedule as of and for~~Las Vegas Operating Properties, respectively, during the year ended December 31, 2016. Our table games play in Pennsylvania is primarily conducted on a cash basis. Our allowance for doubtful casino accounts was 47.7% and 36.4% of gross casino receivables as of December 31, 2016 and 2015, respectively. The credit extended to our junkets can be offset by the commissions payable to said junkets, which is considered in the establishment of the ~~Company~~allowance for doubtful accounts. Our allowance for doubtful accounts from our hotel and other receivables is not material.

Litigation Accrual

Property and Equipment

At December 31, 2016, we had net property and equipment of $15.90 billion, representing 77.7% of our ~~report dated February 26, 2016 expressed~~total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets.

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

~~/s/ Deloitte & Touche LLP~~

~~Las Vegas, Nevada~~

~~February 26, 2016~~

~~Table of Contents~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED BALANCE SHEETS~~

December 31,
2015 2014

(In thousands,
except share data)
ASSETS
Current assets:
Cash and cash equivalents $ 2,179,490
$ 3,506,319
Restricted cash and cash equivalents 7,901
6,566
Accounts receivable, net 1,267,848
1,510,772
Inventories 42,573
41,674
Prepaid expenses and other 111,438
125,168
Total current assets 3,609,250
5,190,499
Property and equipment, net 15,731,638
15,372,474
Deferred financing costs, net 169,693
205,596
Deferred income taxes, net 23,681
24,076
Leasehold interests in land, net 1,262,132
1,353,090
Intangible assets, net 71,586
86,260
Other assets, net 119,441
122,052
Total assets $ 20,987,421
$ 22,354,047
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 110,408
$ 112,721
Construction payables 364,136
270,929
Accrued interest payable 1,863
7,943
Other accrued liabilities 1,694,305
1,984,444
Income taxes payable 198,056
224,201
Current maturities of long-term debt 95,367
99,734
Total current liabilities 2,464,135
2,699,972
Other long-term liabilities 113,368
124,614
Deferred income taxes 201,734
193,813
Deferred proceeds from sale of The Shoppes at The Palazzo 268,427
268,710
Deferred gain on sale of The Grand Canal Shoppes 35,130
37,968
Deferred rent from mall sale transactions 113,995
115,475
Long-term debt 9,372,645
9,892,913
Total liabilities 12,569,434
13,333,465
Commitments and contingencies (Note 13)

Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 830,051,259 and 829,280,328 shares issued, and 794,645,310 and 798,258,172 shares outstanding 830
829
Treasury stock, at cost, 35,405,949 and 31,022,156 shares (2,443,036 ) (2,237,952 )
Capital in excess of par value 6,484,843
6,428,762
Accumulated other comprehensive income (loss) (66,283 ) 76,101
Retained earnings 2,840,387
2,945,846
Total Las Vegas Sands Corp. stockholders’ equity 6,816,741
7,213,586
Noncontrolling interests 1,601,246
1,806,996
Total equity 8,417,987
9,020,582
Total liabilities and equity $ 20,987,421
$ 22,354,047

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

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

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

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

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF EQUITY~~

Las Vegas Sands Corp. Stockholders' Equity

Common
Stock
Treasury Stock
Capital in
Excess of
Par
Value

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings

Noncontrolling
Interests
Total

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

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

~~Table of Contents~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)~~

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

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1 — Organization and Business of Company~~

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

The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China) are listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

~~Operations~~

~~Macao~~

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

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

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

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~-branded luxury apart-hotel units and common areas. The Company has completed~~For assets to be held for sale, the ~~structural work~~fixed assets (the “disposal group”) are measured at the lower of their carrying amount or fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the ~~tower and is advancing its plans to monetize units within~~cumulative loss previously recognized. Any gains or losses not previously recognized that result from the ~~Four Seasons Apartments.~~

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

~~Singapore~~

The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structuredisposal group shall be recognized at the ~~bay-front promenade that contains an art/science museum.~~date of sale. Fixed assets are not depreciated while classified as held for sale.

~~United States~~Indefinite Useful Life Assets

~~Las Vegas~~

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

~~Pennsylvania~~

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

~~Development Projects~~

~~Macao~~

The Company is constructing The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao is intended to include a gaming area (to be operated under the Company’s gaming subconcession), a hotel with approximately 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. As with projects of this nature, the Company will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in the second half of 2016, subject to Macao government approval. The Company has capitalized costs of $1.65 billion, including the land premium (net of amortization) and $166.3 million in outstanding construction payables, as of December 31, ~~2015. In addition,~~2016, we had a $50 million asset related to our Sands Bethlehem gaming license and a $17 million asset related to our Sands Bethlehem table games certificate, both of which were determined to have indefinite useful lives. Assets with indefinite useful lives are assessed regularly to ensure they continue to meet the ~~Company~~indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing our impairment analysis, we may first conduct a qualitative assessment to determine whether we believe it is “more-likely-than-not” that the asset is impaired. If we elect to perform a qualitative assessment and we determine it is “more-likely-than-not” that the asset is impaired after assessing the qualitative factors, we then perform an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the fair value of the asset exceeds the carrying amount, no impairment is recognized. If the fair value of the asset does not exceed the carrying amount, an impairment will be ~~completing~~recognized in an amount equal to the ~~development~~difference.

If we determine a qualitative assessment is to be performed, we assess certain qualitative factors including, but not limited to, the results of ~~some open areas surrounding its Cotai Strip properties.~~the most recent fair value calculation, operating results and projected operating results, and macro-economic and industry conditions.

Stock-Based Compensation

During the years ended December 31, 2016 and 2015, we recorded stock-based compensation expense of $35 million and $46 million, respectively. As of December 31, 2016, under the LVSC 2004 Plan there was $33 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was $1 million of unrecognized compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 3.1 years and 0.8 years, respectively.

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As of December 31, 2016, under the SCL Equity Plan there was $15 million of unrecognized compensation cost, net of estimated forfeitures of 11.3% per year, related to unvested stock options and there was $2 million of unrecognized compensation cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.9 years and 1.0 years, respectively.

Income Taxes

We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $234 million and $196 million, as of December 31, 2016 and 2015, respectively, and a valuation allowance on certain net deferred tax assets of our U.S. operations of $3.96 billion and $3.11 billion as of December 31, 2016 and 2015, respectively. Management will reassess the realization of deferred tax assets based on the applicable accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, we will be able to reduce the valuation allowance in the period such determination is made as appropriate.

Our major tax jurisdictions are the U.S., Macao, and Singapore. We are subject to examination for years beginning 2010 in the U.S. and for years beginning 2012 in Macao and Singapore. In November 2016, the Inland Revenue Authority of Singapore completed a compliance review of the Marina Bay Sands tax returns for tax years 2010 through 2012.

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies.”

ITEM 7A. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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into derivative transactions that would be considered speculative positions. Our derivative financial instruments currently consist exclusively of foreign currency forward contracts, none of which have been designated as hedging instruments for accounting purposes.

To manage exposure to counterparty credit risk in foreign currency forward contracts, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

As of December 31, 2016, the estimated fair value of our long-term debt was approximately $9.58 billion, compared to its carrying value of $9.70 billion. The estimated fair value of our long-term debt is based on level 2 inputs (quoted prices in markets that are not active). As our long-term debt obligations are primarily variable-rate debt, a change in LIBOR, HIBOR and SOR is not expected to have a material impact on the fair value of our long-term debt. Based on variable-rate debt levels as of December 31, 2016, a hypothetical 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $97 million.

Foreign currency transaction gains for the year ended December 31, 2016 were $20 million primarily due to Singapore dollar denominated intercompany debt held in the U.S. and U.S. dollar denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of December 31, 2016, a hypothetical 10% strengthening or weakening of the U.S. dollar against the SGD would cause a foreign currency transaction gain of approximately $61 million or a loss of approximately $74 million and a hypothetical 100 basis point change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $17 million. We maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations. Additionally, we manage a portion of our exposure to currency fluctuations with our foreign currency forward contracts. As of December 31, 2016, we had 18 foreign currency forward contracts with a total notional value of $427 million and contract expirations through December 2017, and a total asset fair value of $12 million. As of December 31, 2016, a hypothetical unfavorable 10% change in the U.S. dollar/SGD exchange rate would have increased our unrealized loss by approximately $44 million.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~Table of Contents

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

~~United States~~ITEM 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

~~Other~~

~~The Company continues to aggressively pursue new development opportunities globally.~~

Capital Financing Overview

~~Through~~We fund our development projects primarily through borrowings from our credit facilities (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-term Debt”) and operating cash flows.

Our U.S., Macao and Singapore credit facilities, as amended, contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility requires our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending December 31, 2016 through June 30, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires our Marina Bay Sands operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending December 31, 2016 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of December 31, 2016, our U.S., Macao

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and Singapore leverage ratios, as defined per the respective credit facility agreements, were 0.8x, 2.0x and 2.4x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.0x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

On February 26 and June 24, 2016, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which we retained $1.45 billion). On February 27 and July 15, 2015, SCL paid a dividend of HKD 0.99 and HKD 1.00 per share, respectively, to SCL shareholders (a total of $2.07 billion, of which we retained $1.45 billion). On February 26, 2014, SCL paid a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share, and, on June 30, 2014, paid a dividend of HKD 0.86 per share to SCL shareholders (a total of $2.60 billion, of which we retained $1.82 billion). In January 2017, the Board of Directors of SCL declared a dividend of HKD 0.99 per share (a total of $1.03 billion, of which we retained $722 million) to SCL shareholders of record on February 8, 2017, which was paid on February 24, 2017.

In June 2013, our Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expired in June 2015, but was substantially completed during the year ended December 31, 2014. In October 2014, our Board of Directors authorized the repurchase of an additional $2.0 billion of our outstanding common

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stock, which expired in October 2016. In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which expires in November 2018. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the year ended December 31, 2016, we repurchased no shares. During the years ended December 31, 2015 and 2014, we repurchased 4,383,793 and 22,406,655 shares, respectively, of our common stock for $205 million and $1.66 billion, respectively, (including commissions) under our previous programs. All share repurchases of our common stock have been recorded as treasury stock.

Aggregate Indebtedness and Other Known Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of December 31, 2016:



	Payments Due by Period⁽⁶⁾
	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
	(In millions)
Long-Term Debt Obligations⁽¹⁾
2013 U.S. Credit Facility	$	23	$	45	$	2,151	$	—	$	2,219
2016 VML Credit Facility	20		158		1,945		2,265		4,388
2012 Singapore Credit Facility	64		1,257		1,719		—		3,040
Other	60		16		2		—		78
Fixed Interest Payments	1		2		—		—		3
Variable Interest Payments⁽²⁾	254		487		276		21		1,038
Contractual Obligations
Macao Annual Premium⁽³⁾	41		82		82		21		226
Mall Deposits⁽⁴⁾	38		48		27		5		118
Operating Leases and Other⁽⁵⁾	37		43		35		257		372
Total	$	538	$	2,138	$	6,237	$	2,569	$	11,482

_______________________


(1)	See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further details on these financing transactions.


(2)	Based on the 1-month rates as of December 31, 2016, London Inter-Bank Offered Rate (“LIBOR”) of 0.8%, Hong Kong Inter-Bank Offered Rate (“HIBOR”) of 0.7% and Singapore Swap Offer Rate (“SOR”) of 0.9% plus the applicable interest rate spread in accordance with the respective debt agreements.

(3)


(4)	Mall deposits consist of refundable security deposits received from mall tenants.

(5)

(6)

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Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than interest rate caps and foreign currency forward contracts.

Restrictions on Distributions

Special Note Regarding Forward-Looking Statements

the uncertainty of consumer behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

the extensive regulations to which we are subject to and the costs of compliance or failure to comply with such regulations;

our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for the remainder of our planned, or any future, development projects;

fluctuations in currency exchange rates;

increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;

new developments, construction projects and ventures, including the completion of our Cotai Strip developments;

our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;

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the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;

disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;

our ability to collect gaming receivables from our credit players;

our relationship with gaming promoters in Macao;

our dependence on chance and theoretical win rates;

fraud and cheating;

our ability to establish and protect our IP rights;

conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;

the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

new taxes, changes to existing tax rates or proposed changes in tax legislation;

our ability to maintain our gaming licenses, certificate and subconcession in Macao, Singapore, Las Vegas and Bethlehem, Pennsylvania;

the continued services of our key management and personnel;

any potential conflict between the interests of our Principal Stockholder and us;

the ability of our subsidiaries to make distribution payments to us;

labor actions and other labor problems;

the completion of infrastructure projects in Macao;

our relationship with GGP or any successor owner of the Grand Canal Shoppes; and

the outcome of any ongoing and future litigation.

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Critical Accounting Policies and Estimates

Allowance for Doubtful Casino Accounts

We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Macao, Singapore and the U.S., which we regularly evaluate. We specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information, and we apply standard reserve percentages to aged account balances under the specified dollar amount. We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves. Credit or marker play was 16.4%, 28.6% and 59.6% of table games play at our Macao properties, Marina Bay Sands and Las Vegas Operating Properties, respectively, during the year ended December 31, 2016. Our table games play in Pennsylvania is primarily conducted on a cash basis. Our allowance for doubtful casino accounts was 47.7% and 36.4% of gross casino receivables as of December 31, 2016 and 2015, respectively. The credit extended to our junkets can be offset by the commissions payable to said junkets, which is considered in the establishment of the allowance for doubtful accounts. Our allowance for doubtful accounts from our hotel and other receivables is not material.

Litigation Accrual

Property and Equipment

At December 31, 2016, we had net property and equipment of $15.90 billion, representing 77.7% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets.

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Indefinite Useful Life Assets

As of December 31, 2016, we had a $50 million asset related to our Sands Bethlehem gaming license and a $17 million asset related to our Sands Bethlehem table games certificate, both of which were determined to have indefinite useful lives. Assets with indefinite useful lives are assessed regularly to ensure they continue to meet the indefinite useful life criteria. These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. When performing our impairment analysis, we may first conduct a qualitative assessment to determine whether we believe it is “more-likely-than-not” that the asset is impaired. If we elect to perform a qualitative assessment and we determine it is “more-likely-than-not” that the asset is impaired after assessing the qualitative factors, we then perform an impairment test that consists of a comparison of the fair value of the asset with its carrying amount. If the fair value of the asset exceeds the carrying amount, no impairment is recognized. If the fair value of the asset does not exceed the carrying amount, an impairment will be recognized in an amount equal to the difference.

Stock-Based Compensation

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Income Taxes

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies.”

ITEM 7A. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS



Financial Statements:
Reports of Independent Registered Public Accounting Firm	76
Consolidated Balance Sheets at December 31, 2016 and 2015	78
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2016	79
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2016	80
Consolidated Statements of Equity for each of the three years in the period ended December 31, 2016	81
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2016	82
Notes to Consolidated Financial Statements	84
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts	128

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Las Vegas Sands Corp.

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

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

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 24, 2017

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Las Vegas Sands Corp.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the "Company") as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 24, 2017

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	December 31,
	2016			2015
	(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	2,128		$	2,179
Restricted cash and cash equivalents	10			8
Accounts receivable, net	776			1,268
Inventories	46			43
Prepaid expenses and other	138			111
Total current assets	3,098			3,609
Property and equipment, net	15,903			15,732
Deferred income taxes, net	—			24
Leasehold interests in land, net	1,210			1,262
Intangible assets, net	103			71
Other assets, net	155			165
Total assets	$	20,469		$	20,863
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	128		$	111
Construction payables	384			364
Other accrued liabilities	1,935			1,696
Income taxes payable	192			198
Current maturities of long-term debt	167			95
Total current liabilities	2,806			2,464
Other long-term liabilities	126			113
Deferred income taxes	200			202
Deferred proceeds from sale of The Shoppes at The Palazzo	268			268
Deferred gain on sale of The Grand Canal Shoppes	32			35
Deferred rent from mall sale transactions	113			114
Long-term debt	9,428			9,249
Total liabilities	12,973			12,445
Commitments and contingencies (Note 13)
Equity:
Common stock, $0.001 par value, 1,000 shares authorized, 830 shares issued and 795 shares outstanding	1			1
Treasury stock, at cost, 35 shares	(2,443		)	(2,443		)
Capital in excess of par value	6,516			6,485
Accumulated other comprehensive loss	(119		)	(66		)
Retained earnings	2,222			2,840
Total Las Vegas Sands Corp. stockholders’ equity	6,177			6,817
Noncontrolling interests	1,319			1,601
Total equity	7,496			8,418
Total liabilities and equity	$	20,469		$	20,863

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



	Year Ended December 31,
	2016			2015			2014
	(In millions, except per share data)
Revenues:
Casino	$	8,771		$	9,083		$	12,004
Rooms	1,527			1,470			1,540
Food and beverage	774			757			779
Mall	591			564			554
Convention, retail and other	533			540			549
	12,196			12,414			15,426
Less — promotional allowances	(786		)	(726		)	(842		)
Net revenues	11,410			11,688			14,584
Operating expenses:
Casino	4,838			5,114			6,705
Rooms	262			262			257
Food and beverage	421			403			393
Mall	64			61			70
Convention, retail and other	252			277			321
Provision for doubtful accounts	173			156			187
General and administrative	1,284			1,267			1,258
Corporate	256			176			175
Pre-opening	130			48			26
Development	9			10			14
Depreciation and amortization	1,111			999			1,031
Amortization of leasehold interests in land	38			39			41
Loss on disposal or impairment of assets	79			35			7
	8,917			8,847			10,485
Operating income	2,493			2,841			4,099
Other income (expense):
Interest income	10			15			26
Interest expense, net of amounts capitalized	(274		)	(265		)	(274		)
Other income	31			31			2
Loss on modification or early retirement of debt	(5		)	—			(20		)
Income before income taxes	2,255			2,622			3,833
Income tax expense	(239		)	(236		)	(245		)
Net income	2,016			2,386			3,588
Net income attributable to noncontrolling interests	(346		)	(420		)	(747		)
Net income attributable to Las Vegas Sands Corp.	$	1,670		$	1,966		$	2,841
Earnings per share:
Basic	$	2.10		$	2.47		$	3.52
Diluted	$	2.10		$	2.47		$	3.52
Weighted average shares outstanding:
Basic	795			797			806
Diluted	795			798			808
Dividends declared per common share	$	2.88		$	2.60		$	2.00

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Year Ended December 31,
	2016			2015			2014
	(In millions)
Net income	$	2,016		$	2,386		$	3,588
Currency translation adjustment, net of reclassification adjustment and before and after tax	(54		)	(141		)	(99		)
Total comprehensive income	1,962			2,245			3,489
Comprehensive income attributable to noncontrolling interests	(345		)	(421		)	(746		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,617		$	1,824		$	2,743

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY



	Las Vegas Sands Corp. Stockholders' Equity
	Common Stock		Treasury Stock			Capital in Excess of Par Value			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests			Total
	(In millions)
Balance at January 1, 2014	$	1	$	(571	)	$	6,348		$	174		$	1,713		$	1,835		$	9,500
Net income	—		—			—			—			2,841			747			3,588
Currency translation adjustment	—		—			—			(98		)	—			(1		)	(99		)
Exercise of stock options	—		—			50			—			—			6			56
Tax shortfall from stock-based compensation	—		—			(12		)	—			—			—			(12		)
Stock-based compensation	—		—			43			—			—			6			49
Repurchase of common stock	—		(1,667		)	—			—			—			—			(1,667		)
Dividends declared	—		—			—			—			(1,608		)	(776		)	(2,384		)
Distributions to noncontrolling interests	—		—			—			—			—			(10		)	(10		)
Balance at December 31, 2014	1		(2,238		)	6,429			76			2,946			1,807			9,021
Net income	—		—			—			—			1,966			420			2,386
Currency translation adjustment, net of reclassification adjustment	—		—			—			(142		)	—			1			(141		)
Exercise of stock options	—		—			15			—			—			2			17
Tax benefit from stock-based compensation	—		—			5			—			—			—			5
Conversion of equity awards to liability awards	—		—			(5		)	—			—			(2		)	(7		)
Stock-based compensation	—		—			41			—			—			6			47
Repurchase of common stock	—		(205		)	—			—			—			—			(205		)
Dividends declared	—		—			—			—			(2,072		)	(619		)	(2,691		)
Distributions to noncontrolling interests	—		—			—			—			—			(14		)	(14		)
Balance at December 31, 2015	1		(2,443		)	6,485			(66		)	2,840			1,601			8,418
Net income	—		—			—			—			1,670			346			2,016
Currency translation adjustment	—		—			—			(53		)	—			(1		)	(54		)
Exercise of stock options	—		—			14			—			—			3			17
Tax shortfall from stock-based compensation	—		—			(11		)	—			—			—			(11		)
Conversion of equity awards to liability awards	—		—			(1		)	—			—			(1		)	(2		)
Stock-based compensation	—		—			29			—			—			5			34
Dividends declared	—		—			—			—			(2,288		)	(619		)	(2,907		)
Distributions to noncontrolling interests	—		—			—			—			—			(15		)	(15		)
Balance at December 31, 2016	$	1	$	(2,443	)	$	6,516		$	(119	)	$	2,222		$	1,319		$	7,496

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year Ended December 31,
	2016			2015			2014
	(In millions)
Cash flows from operating activities:
Net income	$	2,016		$	2,386		$	3,588
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization	1,111			999			1,031
Amortization of leasehold interests in land	38			39			41
Amortization of deferred financing costs and original issue discount	44			44			51
Amortization of deferred gain on and rent from mall sale transactions	(4		)	(4		)	(4		)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo	—			1			1
Non-cash loss on modification or early retirement of debt	2			—			15
Loss on disposal or impairment of assets	79			35			7
Stock-based compensation expense	34			46			48
Provision for doubtful accounts	173			156			187
Foreign exchange gain	(21		)	(21		)	(12		)
Excess tax benefits from stock-based compensation	(1		)	(9		)	(4		)
Deferred income taxes	24			19			(3		)
Changes in operating assets and liabilities:
Accounts receivable	319			49			37
Other assets	(36		)	6			(30		)
Accounts payable	19			(1		)	(5		)
Other liabilities	246			(295		)	(115		)
Net cash generated from operating activities	4,043			3,450			4,833
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(2		)	(1		)	—
Capital expenditures	(1,398		)	(1,529		)	(1,179		)
Proceeds from disposal of property and equipment	5			2			2
Acquisition of intangible assets	(47		)	—			—
Net cash used in investing activities	(1,442		)	(1,528		)	(1,177		)
Cash flows from financing activities:
Proceeds from exercise of stock options	17			17			56
Excess tax benefits from stock-based compensation	1			9			4
Repurchase of common stock	—			(205		)	(1,677		)
Dividends paid	(2,909		)	(2,693		)	(2,387		)
Distributions to noncontrolling interests	(15		)	(14		)	(10		)
Proceeds from long-term debt (Note 8)	2,296			2,089			2,498
Repayments of long-term debt (Note 8)	(1,987		)	(2,398		)	(2,117		)
Payments of deferred financing costs	(33		)	(12		)	(88		)
Net cash used in financing activities	(2,630		)	(3,207		)	(3,721		)
Effect of exchange rate on cash	(22		)	(42		)	(29		)
Decrease in cash and cash equivalents	(51		)	(1,327		)	(94		)
Cash and cash equivalents at beginning of year	2,179			3,506			3,600
Cash and cash equivalents at end of year	$	2,128		$	2,179		$	3,506

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



	Year Ended December 31,
	2016			2015			2014
	(In millions)
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	214		$	212		$	207
Cash payments for taxes, net of refunds	$	204		$	226		$	188
Changes in construction payables	$	20		$	93		$	29
Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	—		$	—		$	1
Change in dividends payable included in other accrued liabilities	$	(1	)	$	(2	)	$	(2	)
Change in common stock repurchase payable included in other accrued liabilities	$	—		$	—		$	(9	)
Property and equipment acquired under capital lease	$	6		$	1		$	—
Conversion of equity awards to liability awards	$	2		$	7		$	—

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business of Company

Operations

Macao

The Company currently owns 70.1% of SCL, which includes the operations of The Venetian Macao Resort Hotel ("The Venetian Macao"), Sands Cotai Central, The Parisian Macao, Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”) and the Plaza Casino (together with the Four Seasons Hotel Macao, the "Four Seasons Macao"), Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession agreement, which expires in June 2022.

The Company owns and operates The Venetian Macao, which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao. The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 374,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 918,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Sands Cotai Central, an integrated resort situated across the street from The Venetian Macao, The Parisian Macao and Four Seasons Macao. The Sands Cotai Central opened in phases, beginning in April 2012. The property features four hotel towers: the first hotel tower, consisting of approximately 650 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; the second hotel tower, consisting of approximately 1,850 rooms and suites under the Sheraton brand; the third hotel tower, consisting of approximately 2,100 rooms and suites under the Sheraton brand; and the fourth hotel tower, consisting of approximately 400 rooms and suites under the St. Regis brand. Within Sands Cotai Central, the Company also owns and currently operates approximately 367,000 square feet of gaming space, approximately 369,000 square feet of meeting space and approximately 407,000 square feet of retail space, as well as entertainment and dining facilities.

On September 13, 2016, the Company opened The Parisian Macao, an integrated resort connected to The Venetian Macao and Four Seasons Macao, which includes a 253,000square foot casino. The Parisian Macao also features approximately 3,000 rooms and suites; approximately 300,000 square feet of retail and dining space; a meeting room complex of approximately 63,000 square feet; and a 1,200-seat theater. During the years ended December 31, 2016, 2015 and 2014, the Company recorded pre-opening costs at The Parisian Macao of $126 million, $22 million and $13 million, respectively.

The Company owns the Four Seasons Hotel Macao, which features 360 rooms and suites managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino, which features approximately 105,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 259,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 213,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Singapore

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

United States

Las Vegas

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

Pennsylvania

The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a hotel tower with 282 rooms; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and approximately 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

Development Projects

As the Company's integrated resorts mature, the Company will continue to reinvest in its portfolio of properties to maintain its high quality products and remain competitive in the markets in which it operates. The Company is constantly evaluating opportunities to improve its product offerings, such as refreshing its meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and its gaming areas, as well as other revenue generating additions to the Company's integrated resorts.

Macao

Four Seasons Macao

The Four Seasons Macao will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has ~~funded~~completed the structural work of the tower and is advancing its plans with the intention to monetize the units within the Four Seasons Apartments, subject to Macao government approval.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Sands Cotai Central

The Company has completed the structural work of the remainder of the fourth tower of Sands Cotai Central, an apart-hotel wing that consists of approximately 1.0 million square feet of St. Regis-serviced and -branded luxury apart-hotel units and common areas, with the intention of monetization of the units within the St. Regis tower, subject to Macao government approval. Upon completion of the integrated resort, Sands Cotai Central will consist of a 13.7 million-square-foot, 6,400-room complex featuring rooms, suites and apart-hotel units, approximately 800,000 square feet of retail, entertainment and dining space, over 550,000 square feet of meeting facilities and a multipurpose theater.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. In 2008, the Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company continues to evaluate the highest return opportunity for the project and intends to recommence construction when demand and conditions improve. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, the Company could record a charge for some portion of the $123 million in capitalized construction costs (net of depreciation) as of December 31, 2016.

Other

The Company continues to pursue new development opportunities globally.

Capital Financing Overview

The Company funds its development projects primarily through borrowings under its credit facilities and operating cash ~~flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.~~flows.

The Company held unrestricted cash and cash equivalents of ~~$2.18~~$2.13 billion and restricted cash and cash equivalents of ~~$7.9~~$10 million as of December 31, ~~2015.~~2016. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may elect to arrange additional financing to fund the ~~balance~~remainder of its ~~Cotai Strip developments.~~planned, and any future, development projects. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In ~~April 2015,~~June 2016, the Company entered into ~~a joinder~~an agreement to amend its Macao credit facility, which became effective in August 2016. This agreement extended the ~~2011 VML Credit Facility,~~maturity of a portion of the term loans under ~~which certain lenders agreed~~the facility to ~~provide~~May 2022 and provides for additional term loan commitments of $1.0 billion (see “—"— Note 8 — ~~Long-term~~Long-Term Debt — ~~Macao Related Debt — 2011~~2016 VML Credit Facility”). In August and December 2016, the Company entered into agreements to amend its U.S. credit facility, which extended the maturity of a portion of the revolving credit commitments under the facility to September 2020 and lowered the applicable margin credit spread for borrowings under the term loans (see "— Note 8 — Long-Term Debt — 2013 U.S. Credit Facility).

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

As of December 31, ~~2015~~2016 and ~~2014,~~2015, the Company’s joint ventures had total assets of ~~$79.4~~$79 million ~~and $85.0 million, respectively,~~ and total liabilities of ~~$148.4~~$173 million and ~~$130.6~~$148 million, respectively. Total liabilities of the Company's joint ventures included intercompany balances of $171 million and $146 million as of December 31, 2016 and 2015, respectively.

Use of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable and Credit Risk

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

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

Inventories

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

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Property and Equipment

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



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

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

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

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

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

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

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

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During the year ended December 31, 2016, the Company recognized a loss on disposal or impairment of assets of $79 million, consisting primarily of a $49 million write-off of costs related to the Las Vegas Condo Tower, as well as other asset dispositions at the Company's operating properties. During the years ended December 31, 2015 and 2014, the Company recognized a loss on disposal or impairment of assets of $35 million and $7 million, respectively.

Capitalized Interest and Internal Costs

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period. During the years ended December 31, 2016, 2015 ~~2014~~ and ~~2013,~~2014, the Company capitalized interest expense of ~~$27.5~~$34 million, ~~$9.3~~$27 million and ~~$4.7~~$9 million, respectively.

During the years ended December 31, 2016, 2015 ~~2014~~ and ~~2013,~~2014, the Company capitalized approximately ~~$31.1~~$29 million, ~~$32.6~~$31 million and ~~$24.2~~$33 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

Deferred Financing Costs and Original Issue Discounts

~~Deferred financing~~Certain direct and incremental costs and ~~original issue~~ discounts incurred in obtaining loans are capitalized and amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interests in Land

Indefinite Useful Life Assets

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

As of December 31, ~~2015,~~2016, the Company had assets of ~~$50.0~~$50 million and ~~$16.5~~$17 million related to its Sands Bethlehem gaming license and table games certificate, respectively, both of which were determined to have an indefinite useful life and have been recorded within intangible assets in the accompanying consolidated balance sheets. For the years ended December 31, ~~2015~~2016 and ~~2013,~~2015, the annual impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, current year and projected operating results, and macro-economic and industry conditions. The Company considered the qualitative factors and determined that it was not “more-likely-than-not” that the indefinite lived intangible assets were impaired. For the year ended December 31, 2014, the Company elected to perform a quantitative analysis given that the last quantitative analysis performed was during the year ended December 31, 2011. The fair value of the Company’s gaming license and table games certificate was estimated using the Company’s expected adjusted property EBITDA (as defined in “— Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which were discounted to present value at rates commensurate with the Company’s capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

~~Table of Contents~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Future changes to the Company’s estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the gaming license and table games certificate. No impairment charge related to these assets was recorded for the years ended December 31, 2016, 2015 ~~2014~~ and ~~2013.~~2014.

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer and are included in convention, retail and other revenues. Mall revenue is primarily generated from base rents and overage rents received through long-term leases with retail tenants. Base rent, adjusted for contractual escalations, is recognized on a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the thresholds are met. Convention revenues are recognized when the related service is rendered or the event is held.

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


	Year Ended December 31,						Year Ended December 31,
	2015		2014		2013		2016		2015		2014
Rooms	$	407,886	$	463,920	$	366,353	$	477	$	408	$	464
Food and beverage	215,051		243,605		222,195		210		215		244
Convention, retail and other	102,952		134,414		136,003		99		103		134
	$	725,889	$	841,939	$	724,551	$	786	$	726	$	842

~~Note 18 — Condensed Consolidating Financial Information~~

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

~~CONDENSED CONSOLIDATING BALANCE SHEETS~~

~~December 31, 2015~~

LVSC
(Non-Guarantor Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING BALANCE SHEETS~~

~~December 31, 2014~~

LVSC
(Non-Guarantor parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~

~~For the Year Ended December 31, 2015~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~135~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~

~~For the Year Ended December 31, 2014~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~136~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~

~~For the Year Ended December 31, 2013~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~137~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

~~For the Year Ended December 31, 2015~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~138~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

~~For the Year Ended December 31, 2014~~

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

~~139~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

~~For the Year Ended December 31, 2013~~

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

~~140~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~For the Year Ended December 31, 2015~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~141~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~For the Year Ended December 31, 2014~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~142~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~For the Year Ended December 31, 2013~~

LVSC
(Non-Guarantor parent)
Restricted
Subsidiaries

Non-Restricted
Subsidiaries

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

~~143~~

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~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Note 1918 — Selected Quarterly Financial Results (Unaudited)


	Quarter										Quarter
	First		Second		Third		Fourth⁽¹⁾		Total		First		Second⁽¹⁾		Third⁽²⁾		Fourth⁽³⁾		Total
	(In thousands, except per share data)										(In millions, except per share data)
2016
Net revenues											$	2,717	$	2,649	$	2,969	$	3,075	$	11,410
Operating income											586		518		720		669		2,493
Net income											409		394		606		607		2,016
Net income attributable to Las Vegas Sands Corp.											320		328		513		509		1,670
Basic earnings per share											0.40		0.41		0.65		0.64		2.10
Diluted earnings per share											0.40		0.41		0.65		0.64		2.10
2015
Net revenues	$	3,011,622	$	2,921,421	$	2,893,683	$	2,861,735	$	11,688,461	$	3,011	$	2,921	$	2,894	$	2,862	$	11,688
Operating income	711,115		689,310		739,069		701,981		2,841,475		711		689		739		702		2,841
Net income	611,038		581,491		618,193		574,975		2,385,697		611		582		618		575		2,386
Net income attributable to Las Vegas Sands Corp.	511,923		469,173		519,358		465,782		1,966,236		512		469		519		466		1,966
Basic earnings per share	0.64		0.59		0.65		0.59		2.47		0.64		0.59		0.65		0.59		2.47
Diluted earnings per share	0.64		0.59		0.65		0.59		2.47		0.64		0.59		0.65		0.59		2.47
2014
Net revenues	$	4,010,384	$	3,624,350	$	3,533,122	$	3,415,993	$	14,583,849
Operating income	1,143,825		961,460		971,421		1,022,520		4,099,226
Net income	996,728		852,844		860,499		878,000		3,588,071
Net income attributable to Las Vegas Sands Corp.	776,185		671,434		671,705		721,305		2,840,629
Basic earnings per share	0.95		0.83		0.84		0.90		3.52
Diluted earnings per share	0.95		0.83		0.83		0.90		3.52



Nevada		27-0099920
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
3355 Las Vegas Boulevard South Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock ($0.001 par value)		New York Stock Exchange



DOCUMENTS INCORPORATED BY REFERENCE
Description of document		Part of the Form 10-K
Portions of the definitive Proxy Statement to be used in connection with the registrant’s ~~2016~~2017 Annual Meeting of Stockholders		Part III (Item 10 through Item 14)



			Page
PART I
ITEM 1	—	BUSINESS	3
ITEM 1A	—	RISK FACTORS	2324
ITEM 1B	—	UNRESOLVED STAFF COMMENTS	3940
ITEM 2	—	PROPERTIES	3940
ITEM 3	—	LEGAL PROCEEDINGS	4041
ITEM 4	—	MINE SAFETY DISCLOSURES	4041
PART II
ITEM 5	—	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	4142
ITEM 6	—	SELECTED FINANCIAL DATA	4445
ITEM 7	—	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4546
ITEM 7A	—	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7273
ITEM 8	—	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	7475
ITEM 9	—	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~146~~129
ITEM 9A	—	CONTROLS AND PROCEDURES	~~146~~129
ITEM 9B	—	OTHER INFORMATION	~~147~~130
PART III
ITEM 10	—	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~147~~130
ITEM 11	—	EXECUTIVE COMPENSATION	~~147~~130
ITEM 12	—	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~147~~130
ITEM 13	—	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~148~~130
ITEM 14	—	PRINCIPAL ACCOUNTANT FEES AND SERVICES	~~148~~130
PART IV
ITEM 15	—	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~149~~131
ITEM 16	—	FORM 10-K SUMMARY	141
SIGNATURES			~~158~~142



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Mall Name	Total GLA⁽¹⁾		Selected Significant Tenants
Shoppes at Venetian		~~780,165~~777,413⁽²⁾	Zara, Swarovski, Vertu, Victoria’s Secret, Tiffany & Co., Uniqlo, Rolex, H&M
Shoppes at ~~Four Seasons~~		~~259,394~~	~~Versace, Brioni, Canali, Gucci, Dior, Armani, Bottega Veneta, Hugo Boss, Dolce & Gabbana~~
~~Shoppes at~~ Cotai Central		~~331,499~~407,065⁽³⁾	Marks & Spencer, Kid’s Cavern, Zara, Omega, ~~Ralph Lauren,~~ Nike, Chow Tai Fook, Planet J
Shoppes at Parisian		299,778	Alexander McQueen, Isabel Marant, Carven, Maje, Sandro, Zadig & Voltaire, Paul Smith, Antonia
Shoppes at Four Seasons		259,410	Cartier, Chanel, Louis Vuitton, Hermès, Gucci, Dior, Armani, Dolce & Gabbana
The Shoppes at Marina Bay Sands		~~644,719~~612,567⁽⁴⁾	Louis Vuitton, Chanel, BVLGARI, Prada, Gucci, Zara, Burberry, Versace, Dior, Cartier
The Outlets at Sands Bethlehem		~~151,029~~150,972	Coach, Lenox, Tommy Hilfiger, Nine West, Guess, Under Armour, Puma


(2)	Excludes approximately 139,000 square feet of space on the fifth floor and 1,500 square feet of space on the third floor currently not on the market for lease.


(3)	At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.


(4)	Excludes approximately ~~132,000~~138,000 square feet of space operated by the Company.


Category	Square Feet	% of Square Feet		Representative Tenants	Square Feet	% of Square Feet		Representative Tenants
Fashion (luxury, women’s, men’s, mixed)	823,804	39	%	Louis Vuitton, Dior, Gucci, Versace, Chanel, Fendi	959,010	39	%	Louis Vuitton, Dior, Gucci, Versace, Chanel, Fendi
Restaurants and lounges	411,185	20	%	Bambu, Lei Garden, Todai, North, Café Deco	420,268	17	%	Bambu, Lei Garden, Todai, North, Café Deco
Multi-Brands	238,657	11	%	Duty-free shops, The Atrium	266,754	11	%	Duty-free shops, The Atrium
Fashion accessories and footwear	163,590	8	%	Coach, Salvatore Ferragamo, Tumi, Rimowa	197,837	8	%	Coach, Salvatore Ferragamo, Tumi, Rimowa
Jewelry	149,482	7	%	BVLGARI, Omega, Cartier, Rolex, Tiffany & Co.	170,717	7	%	BVLGARI, Omega, Cartier, Rolex, Tiffany & Co.
Lifestyle, sports and entertainment					143,568	6	%	Manchester United Experience, Adidas, Ferrari
Health and beauty	123,805	6	%	Sephora, The Body Shop, Sa Sa	130,618	5	%	Sephora, The Body Shop, Sa Sa
Banks and services	59,477	3	%	Bank of China, Citibank, ICBC	62,070	3	%	Bank of China, ICBC
Lifestyle, sports and entertainment	55,110	2	%	Manchester United Experience, Adidas, Ferrari
Home furnishing and electronics	38,987	2	%	Samsung, Vertu, Zara Home	40,741	2	%	Samsung, Vertu, Zara Home
Specialty foods	24,285	1	%	The Chocolate Shop, Cold Storage Specialty	24,451	1	%	The Chocolate Shop, Cold Storage Specialty
Arts and gifts	13,187	1	%	Emporio di Gondola, Milestone	15,531	1	%	Emporio di Gondola
Total	2,101,569	100	%		2,431,565	100	%



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 thousands)⁽²⁾
October 1, 2015 — October 31, 2015	—	$	—	—	$	1,620,027
November 1, 2015 — November 30, 2015	674,118	$	46.05	674,118	$	1,588,983
December 1, 2015 — December 31, 2015	673,554	$	43.06	673,554	$	1,559,983


	Cumulative Total Return												Cumulative Total Return
	12/31/2010		12/31/2011		12/31/2012		12/31/2013		12/31/2014		12/31/2015		12/31/2011		12/31/2012		12/31/2013		12/31/2014		12/31/2015		12/31/2016
Las Vegas Sands Corp.	$	100.00	$	92.99	$	102.56	$	179.24	$	136.20	$	108.27	$	100.00	$	117.20	$	204.83	$	155.65	$	123.73	$	159.31
S&P 500	$	100.00	$	102.11	$	118.45	$	156.82	$	178.29	$	180.75	$	100.00	$	116.00	$	153.58	$	174.60	$	177.01	$	198.18
Dow Jones US Gambling Index	$	100.00	$	92.95	$	102.73	$	176.43	$	143.24	$	109.82	$	100.00	$	110.52	$	189.80	$	154.10	$	118.14	$	151.45


	Year Ended December 31,															Year Ended December 31,
	2015⁽¹⁾			2014⁽²⁾⁽³⁾			2013^(4)(5)(6)			2012^(7)(8)(9)			2011⁽¹⁰⁾			2016⁽²⁾			2015			2014⁽³⁾			2013⁽⁴⁾⁽⁵⁾			2012⁽⁶⁾⁽⁷⁾
	(In thousands, except per share data)															(In millions, except per share data)
STATEMENT OF OPERATIONS DATA
Gross revenues	$	12,414,350		$	15,425,788		$	14,494,436		$	11,684,669		$	9,862,334		$	12,196		$	12,414		$	15,426		$	14,494		$	11,685
Less — promotional allowances	(725,889		)	(841,939		)	(724,551		)	(553,537		)	(451,589		)	(786		)	(726		)	(842		)	(724		)	(554		)
Net revenues	11,688,461			14,583,849			13,769,885			11,131,132			9,410,745			11,410			11,688			14,584			13,770			11,131
Operating expenses	8,846,986			10,484,623			10,361,642			8,819,750			7,020,858			8,917			8,847			10,485			10,362			8,820
Operating income	2,841,475			4,099,226			3,408,243			2,311,382			2,389,887			2,493			2,841			4,099			3,408			2,311
Interest, net	(250,135		)	(248,538		)	(254,874		)	(235,312		)	(268,555		)	(264		)	(250		)	(248		)	(255		)	(235		)
Other income (expense)	30,542			1,965			4,321			5,740			(3,955		)
Other income																31			31			2			5			6
Loss on modification or early retirement of debt	—			(19,942		)	(14,178		)	(19,234		)	(22,554		)	(5		)	—			(20		)	(14		)	(19		)
Income before income taxes	2,621,882			3,832,711			3,143,512			2,062,576			2,094,823			2,255			2,622			3,833			3,144			2,063
Income tax expense	(236,185		)	(244,640		)	(188,836		)	(180,763		)	(211,704		)	(239		)	(236		)	(245		)	(189		)	(181		)
Net income	2,385,697			3,588,071			2,954,676			1,881,813			1,883,119			2,016			2,386			3,588			2,955			1,882
Net income attributable to noncontrolling interests	(419,461		)	(747,442		)	(648,679		)	(357,720		)	(322,996		)	(346		)	(420		)	(747		)	(649		)	(358		)
Net income attributable to Las Vegas Sands Corp.	1,966,236			2,840,629			2,305,997			1,524,093			1,560,123			$	1,670		$	1,966		$	2,841		$	2,306		$	1,524
Preferred stock dividends	—			—			—			—			(63,924		)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	—			—			—			—			(80,975		)
Preferred stock inducement, repurchase and redemption premiums	—			—			—			—			(145,716		)
Net income attributable to common stockholders	$	1,966,236		$	2,840,629		$	2,305,997		$	1,524,093		$	1,269,508
Per share data:
Basic earnings per share	$	2.47		$	3.52		$	2.80		$	1.89		$	1.74		$	2.10		$	2.47		$	3.52		$	2.80		$	1.89
Diluted earnings per share	$	2.47		$	3.52		$	2.79		$	1.85		$	1.56		$	2.10		$	2.47		$	3.52		$	2.79		$	1.85
Cash dividends declared per common share	$	2.60		$	2.00		$	1.40		$	3.75		$	—
Cash dividends declared per common share⁽¹⁾																$	2.88		$	2.60		$	2.00		$	1.40		$	3.75
OTHER DATA
Capital expenditures	$	1,528,642		$	1,178,656		$	898,111		$	1,449,234		$	1,508,493		$	1,398		$	1,529		$	1,179		$	898		$	1,449


~~(1)~~	~~Calculated excluding commissions.~~


	Percent of Net Revenues Year Ended December 31,						Percent of Net Revenues Year Ended December 31,
	2015		2014		2013		2016		2015		2014
Operating expenses	75.7	%	71.9	%	75.2	%	78.2	%	75.7	%	71.9	%
Operating income	24.3	%	28.1	%	24.8	%	21.8	%	24.3	%	28.1	%
Income before income taxes	22.4	%	26.3	%	22.8	%	19.8	%	22.4	%	26.3	%
Net income	20.4	%	24.6	%	21.5	%	17.7	%	20.4	%	24.6	%
Net income attributable to Las Vegas Sands Corp.	16.8	%	19.5	%	16.7	%	14.6	%	16.8	%	19.5	%



	Year Ended December 31,
	2016			2015			Change
	(Dollars in millions)
Macao Operations:
The Venetian Macao
Total casino revenues	$	2,495		$	2,533		(1.5)%
Non-Rolling Chip drop	$	6,856		$	7,030		(2.5)%
Non-Rolling Chip win percentage	25.2		%	24.5		%	0.7 pts
Rolling Chip volume	$	28,851		$	31,025		(7.0)%
Rolling Chip win percentage	3.23		%	3.08		%	0.15 pts
Slot handle	$	3,790		$	4,093		(7.4)%
Slot hold percentage	4.5		%	4.8		%	(0.3) pts
Sands Cotai Central
Total casino revenues	$	1,672		$	1,878		(11.0)%
Non-Rolling Chip drop	$	5,992		$	6,026		(0.6)%
Non-Rolling Chip win percentage	20.2		%	21.5		%	(1.3) pts
Rolling Chip volume	$	12,329		$	19,679		(37.3)%
Rolling Chip win percentage	3.41		%	3.08		%	0.33 pts
Slot handle	$	5,794		$	6,128		(5.5)%
Slot hold percentage	3.6		%	3.5		%	0.1 pts
The Parisian Macao
Total casino revenues	$	359		$	—		—
Non-Rolling Chip drop	$	1,085		$	—		—
Non-Rolling Chip win percentage	18.5		%	—		%	—
Rolling Chip volume	$	4,061		$	—		—
Rolling Chip win percentage	4.24		%	—		%	—
Slot handle	$	974		$	—		—
Slot hold percentage	4.5		%	—		%	—
Four Seasons Macao
Total casino revenues	$	445		$	536		(17.0)%
Non-Rolling Chip drop	$	1,114		$	1,058		5.3%
Non-Rolling Chip win percentage	21.9		%	22.6		%	(0.7) pts
Rolling Chip volume	$	9,004		$	13,390		(32.8)%
Rolling Chip win percentage	3.09		%	3.23		%	(0.14) pts
Slot handle	$	414		$	476		(13.0)%
Slot hold percentage	6.2		%	6.1		%	0.1 pts
Sands Macao
Total casino revenues	$	667		$	854		(21.9)%



	Year Ended December 31,
	2016			2015			Change
	(Dollars in millions)
Singapore Operations:
Marina Bay Sands
Total casino revenues	$	2,164		$	2,315		(6.5)%
Non-Rolling Chip drop	$	3,878		$	4,205		(7.8)%
Non-Rolling Chip win percentage	28.5		%	27.0		%	1.5 pts
Rolling Chip volume	$	31,887		$	41,149		(22.5)%
Rolling Chip win percentage	2.65		%	2.79		%	(0.14) pts
Slot handle	$	13,441		$	12,879		4.4%
Slot hold percentage	4.5		%	4.5		%	—
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues	$	439		$	456		(3.7)%
Table games drop	$	1,692		$	2,080		(18.7)%
Table games win percentage	17.3		%	15.9		%	1.4 pts
Slot handle	$	2,589		$	2,409		7.5%
Slot hold percentage	8.0		%	8.1		%	(0.1) pts
Sands Bethlehem
Total casino revenues	$	530		$	511		3.7%
Table games drop	$	1,124		$	1,134		(0.9)%
Table games win percentage	19.3		%	17.9		%	1.4 pts
Slot handle	$	4,516		$	4,274		5.7%
Slot hold percentage	6.8		%	7.0		%	(0.2) pts


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


(3)	During the year ended December 31, 2014, we received a ~~$90.1~~$90 million property tax refund related to a property tax settlement at Marina Bay Sands for the years 2010 through 2014.


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


(5)	During the year ended December 31, 2013, we ~~paid a quarterly dividend of $0.35 per common share as part of a regular cash dividend program.~~


~~(6)~~	~~During the year ended December 31, 2013, we~~ recorded a legal settlement expense of ~~$47.4~~$47 million.


~~(7)~~(6)	The Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively.


~~(8)~~(7)	During the year ended December 31, 2012, we recorded an impairment loss of ~~$143.7~~$144 million, consisting primarily of a ~~$100.7~~$101 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a ~~$42.9~~$43 million impairment due to the termination of the ZAiA show at The Venetian Macao.


~~(9)~~	During the year ended December 31, 2012, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program. Additionally, on December 18, 2012, we paid a special cash dividend of $2.75 per common share.


~~(10)~~	During the year ended December 31, 2011, we repurchased, redeemed or induced holders to redeem all outstanding preferred stock, which resulted in a charge to retained earnings of $145.7 million and is also included in the calculation of net income attributable to common stockholders.



	Year Ended December 31,
	2016		Percent Change		2015		Percent Change		2014
	(Dollars in millions)
Net revenues	$	11,410	(2.4	)%	$	11,688	(19.9	)%	$	14,584
Operating expenses	8,917		0.8	%	8,847		(15.6	)%	10,485
Operating income	2,493		(12.2	)%	2,841		(30.7	)%	4,099
Income before income taxes	2,255		(14.0	)%	2,622		(31.6	)%	3,833
Net income	2,016		(15.5	)%	2,386		(33.5	)%	3,588
Net income attributable to Las Vegas Sands Corp.	1,670		(15.1	)%	1,966		(30.8	)%	2,841


(1)	The third phase of the Shoppes at Cotai Central opened in June 2014. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.


~~(1)~~	The first, second and third phases of the Shoppes at Cotai Central opened in April and September 2012 and June 2014, respectively. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.


	Shoppes at Venetian			Shoppes at Four Seasons			Shoppes at Cotai Central			The Shoppes at Marina Bay Sands			The Outlets at Sands Bethlehem⁽¹⁾		Total			Shoppes at Venetian			Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian⁽¹⁾		The Shoppes at Marina Bay Sands			The Outlets at Sands Bethlehem⁽²⁾		Total
For the year ended December 31, 2015
For the year ended December 31, 2016
Mall revenues:
Minimum rents⁽²⁾	$	152,686		$	109,635		$	43,298		$	120,486		$	1,482	$	427,587
Overage rents	22,262			10,167			5,789			15,466			2,612		56,296
CAM, levies and direct recoveries	29,676			10,418			12,818			27,514			—		80,426
Total mall revenues	204,624			130,220			61,905			163,466			4,094		564,309
Mall operating expenses:
Common area maintenance	15,121			5,807			6,451			18,029			905		46,313
Marketing and other direct operating expenses	5,454			961			1,555			6,183			833		14,986
Mall operating expenses	20,575			6,768			8,006			24,212			1,738		61,299
Property taxes	—			—			—			4,514			1,304		5,818
Provision for (recovery of) doubtful accounts	223			(123		)	206			65			44		415
Mall-related expenses⁽³⁾	$	20,798		$	6,645		$	8,212		$	28,791		$	3,086	$	67,532
For the year ended December 31, 2014
Mall revenues:
Minimum rents⁽²⁾	$	130,555		$	87,666		$	31,943		$	122,494		$	1,486	$	374,144
Minimum rents⁽³⁾																		$	167		$	114	$	44	$	17	$	123		$	2	$	467
Overage rents	33,860			36,809			13,589			16,725			2,426		103,409			10			3		4		—		16			2		35
CAM, levies and direct recoveries	27,216			7,851			10,876			30,038			—		75,981			32			10		14		6		27			—		89
Total mall revenues	191,631			132,326			56,408			169,257			3,912		553,534			209			127		62		23		166			4		591
Mall operating expenses:
Common area maintenance	17,471			5,802			6,451			24,983			1,238		55,945			15			5		6		2		16			1		45
Marketing and other direct operating expenses	6,417			1,562			1,884			3,356			568		13,787			5			3		2		2		6			1		19
Mall operating expenses	23,888			7,364			8,335			28,339			1,806		69,732			20			8		8		4		22			2		64
Property taxes⁽⁴⁾	(1,486		)	—			—			(1,961		)	1,201		(2,246		)	—			—		—		—		5			1		6
Provision for doubtful accounts	216			223			2			990			25		1,456			3			—		—		—		2			—		5
Mall-related expenses⁽³⁾	$	22,618		$	7,587		$	8,337		$	27,368		$	3,032	$	68,942
For the year ended December 31, 2013
Mall-related expenses⁽⁵⁾																		$	23		$	8	$	8	$	4	$	29		$	3	$	75
For the year ended December 31, 2015
Mall revenues:
Minimum rents⁽²⁾	$	104,080		$	47,913		$	23,030		$	106,318		$	1,268	$	282,609
Minimum rents⁽³⁾																		$	153		$	110	$	43	$	—	$	120		$	1	$	427
Overage rents	39,615			58,246			11,584			16,584			1,904		127,933			22			10		6		—		15			3		56
CAM, levies and direct recoveries	25,456			6,962			7,502			30,938			—		70,858			30			10		13		—		28			—		81
Total mall revenues	169,151			113,121			42,116			153,840			3,172		481,400			205			130		62		—		163			4		564
Mall operating expenses:
Common area maintenance	16,894			5,466			5,577			25,370			1,320		54,627			15			6		6		—		18			1		46
Marketing and other direct operating expenses	6,975			1,607			1,275			8,083			791		18,731			5			1		2		—		6			1		15
Mall operating expenses	23,869			7,073			6,852			33,453			2,111		73,358			20			7		8		—		24			2		61
Property taxes	1,486			—			—			7,123			1,093		9,702
Provision for (recovery of) doubtful accounts	(281		)	226			(245		)	(5		)	—		(305		)
Mall-related expenses⁽³⁾	$	25,074		$	7,299		$	6,607		$	40,571		$	3,204	$	82,755
Property taxes⁽⁴⁾																		—			—		—		—		5			1		6
Mall-related expenses⁽⁵⁾																		$	20		$	7	$	8	$	—	$	29		$	3	$	67
For the year ended December 31, 2014
Mall revenues:
Minimum rents⁽³⁾																		$	131		$	87	$	32	$	—	$	122		$	2	$	374
Overage rents																		34			37		14		—		17			2		104
CAM, levies and direct recoveries																		27			8		11		—		30			—		76
Total mall revenues																		192			132		57		—		169			4		554
Mall operating expenses:
Common area maintenance																		18			6		6		—		25			1		56
Marketing and other direct operating expenses																		6			2		2		—		3			1		14
Mall operating expenses																		24			8		8		—		28			2		70
Property taxes⁽⁴⁾																		(1		)	—		—		—		(2		)	1		(2		)
Provision for doubtful accounts																		—			—		—		—		1			—		1
Mall-related expenses⁽⁵⁾																		$	23		$	8	$	8	$	—	$	27		$	3	$	69


(2)	Revenues from CAM, levies and direct recoveries are included in minimum rents for The Outlets at Sands Bethlehem.


~~(2)~~(3)	Minimum rents include base rents and straight-line adjustments of base rents.


~~(3)~~	Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.



	Payments Due by Period⁽¹¹⁾
	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
	(In thousands)
Long-Term Debt Obligations⁽¹⁾
2013 U.S. Credit Facility — Term B	$	22,500	$	45,000	$	2,137,500	$	—	$	2,205,000
2013 U.S. Credit Facility — Revolving	—		630,000		—		—		630,000
Airplane Financings	3,688		56,295		—		—		59,983
HVAC Equipment Lease⁽²⁾	1,402		2,601		11,152		—		15,155
U.S. Other	118		22		—		—		140
2011 VML Credit Facility — Extended Term	—		597,388		1,792,163		—		2,389,551
2011 VML Credit Facility — Accordion Term	—		74,996		584,964		339,979		999,939
Macao Other	2,594		1,759		—		—		4,353
2012 Singapore Credit Facility — Term	65,065		276,527		2,830,335		—		3,171,927
Fixed Interest Payments	1,200		1,903		409		—		3,512
Variable Interest Payments⁽³⁾	251,984		485,939		304,753		1,453		1,044,129
Contractual Obligations
Former Tenants⁽⁴⁾	520		1,040		1,040		5,201		7,801
Employment Agreements⁽⁵⁾	10,175		17,123		10,308		—		37,606
Macao Leasehold Interests in Land⁽⁶⁾	5,003		10,562		10,562		65,323		91,450
Mall Leases⁽⁷⁾	8,608		16,863		16,045		70,229		111,745
Macao Annual Premium⁽⁸⁾	39,602		79,205		79,205		59,404		257,416
Parking Lot Lease⁽⁹⁾	1,200		2,400		2,400		99,900		105,900
Other Operating Leases⁽¹⁰⁾	19,337		16,006		6,370		8,878		50,591
Total	$	432,996	$	2,315,629	$	7,787,206	$	650,367	$	11,186,198


(2)	In July 2009, we entered into a capital lease agreement with our current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh


~~(4)~~	We are party to a tenant lease termination and asset purchase agreement. Under the agreement for The Grand Canal Shoppes sale, we are obligated to fulfill the lease termination and asset purchase agreement.


~~(5)~~	~~We are party to employment agreements with six of our executive officers, with remaining terms of approximately one to five years.~~

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