As filed with the Securities and Exchange Commission on December 4, 2018.

Registration No. 333-                

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sands China Ltd.

(Exact name of Registrant as specified in its charter)

Cayman Islands	7011	98-0632755
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification No.)

The Venetian Macao Resort Hotel, L2 Executive Offices

Estrada da Baía de N. Senhora da Esperança, s/n

Macao SAR

Telephone: +853 8118-2888

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, New York 10036

(800) 927-9801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Dylan Williams, Company Secretary

Sands China Ltd.

The Venetian Macao Resort Hotel, Legal Department, L2 Executive Offices

Estrada da Baía de N. Senhora da Esperança, s/n

Macao SAR

Telephone: +853 8118-2888

Facsimile: +853 2888-3382

David J. Goldschmidt

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all other conditions to the exchange offer described in the accompanying prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Note(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
4.600% Senior Notes due 2023	US$1,800,000,000	100.000%	US$1,800,000,000	US$224,100
5.125% Senior Notes due 2025	US$1,800,000,000	100.000%	US$1,800,000,000	US$224,100
5.400% Senior Notes due 2028	US$1,900,000,000	100.000%	US$1,900,000,000	US$236,550
Total			US$5,500,000,000(4)	US$666,600

(1) Represents the aggregate principal amount of each series of notes to be offered in the exchange offer to which the registration statement relates.

(2) The notes being registered are offered in exchange for all of our currently outstanding 4.600% Senior Notes due 2023, all of our currently outstanding 5.125% Senior Notes due 2025 and all of our currently outstanding 5.400% Senior Notes due 2028, previously sold in a transaction exempt from registration under the Securities Act.

(3) The registration fee has been computed in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(4) Represents the proposed maximum aggregate offering price of all notes to be offered in the exchange offer to which the registration statement relates.

The information in this preliminary prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 4, 2018

PROSPECTUS

(Incorporated in the Cayman Islands with limited liability)

(HKSE Stock Code : 1928)

Offer to Exchange All Outstanding

US$1,800,000,000 4.600% Senior Notes due 2023

US$1,800,000,000 5.125% Senior Notes due 2025

US$1,900,000,000 5.400% Senior Notes due 2028

For an Equal Principal Amount of

4.600% Senior Notes due 2023

5.125% Senior Notes due 2025

5.400% Senior Notes due 2028

Which Have Been Registered Under the Securities Act of 1933

Sands China Ltd. (the “Company,” “our,” “we,” “us,” or “Sands China”) is offering to exchange new 4.600% Senior Notes due 2023 (the “2023 Notes”), new 5.125% Senior Notes due 2025 (the “2025 Notes”) and new 5.400% Senior Notes due 2028 (the “2028 Note” and, together with the 2023 Notes and the 2025 Notes, the “Notes”) for all of our currently outstanding 4.600% Senior Notes due 2023 (the “Outstanding 2023 Notes”), all of our currently outstanding 5.125% Senior Notes due 2025 (the “Outstanding 2025 Notes”) and all of our currently outstanding 5.400% Senior Notes due 2028 (the “Outstanding 2028 Notes” and, together with the Outstanding 2023 Notes and the Outstanding 2025 Notes, the “Outstanding Notes”), respectively, on the terms and subject to the conditions detailed in this prospectus and the accompanying letter of transmittal (the “exchange offer”).

The Exchange Offer

• The exchange offer expires at 5:00 p.m., New York City time, on                     , 2019, unless extended by us in our sole discretion (such time and date, as it may be extended, the “expiration date”).

• All Outstanding Notes that are validly tendered and not validly withdrawn will be exchanged.

• You may withdraw tenders of Outstanding Notes at any time prior to the expiration of the exchange offer.

• To exchange your Outstanding Notes, you are required to make the representations described under “The Exchange Offer—Purpose and Effect of the Exchange Offer,” “The Exchange Offer—Procedures for Tendering” and “Plan of Distribution” to us.

• If you are eligible to participate in the exchange offer and do not tender your Outstanding Notes, your Outstanding Notes will continue to accrue interest, but you will not have further exchange or registration rights and will continue to hold Outstanding Notes subject to restrictions on transfer.

• The exchange of Outstanding Notes for Notes in the exchange offer will not be a taxable transaction for United States federal income tax or Cayman Islands law purposes. You should see the discussion under the caption “Taxation” for more information.

• We will not receive any proceeds from the exchange offer.

• You should read the section called “The Exchange Offer” for further information on how to exchange your Outstanding Notes for Notes.

The Notes

• The Notes are being offered in order to satisfy our obligations under the registration rights agreement (the “registration rights agreement”) entered into in connection with the private offering of the Outstanding Notes.

• The terms of the Notes to be issued are identical in all material respects to the Outstanding Notes, except that the Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not have any of the transfer restrictions, any of the registration rights provisions and certain inapplicable interest provisions relating to the Outstanding Notes. The Notes will represent the same debt as the Outstanding Notes exchanged therefor and will be issued under the same indenture, as amended or supplemented (the “Indenture”).

• The Notes will be senior unsecured obligations of the Company and will rank equally in right of payment with all of its existing and future senior unsecured debt and will rank senior in right of payment to all of the Company’s future subordinated debt, if any. The Notes will be effectively subordinated in right of payment to all of the Company’s future secured debt (to the extent of the value of the collateral securing such debt), and will be structurally subordinated to all of the liabilities of the Company’s subsidiaries. None of the Company’s subsidiaries will guarantee the Notes.

Resales and Listing of Notes

• The Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods.

• The Outstanding Notes are listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) by way of debt issues to professional investors (as defined in Chapter 37 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) (together, “Professional Investors”) only. We cannot assure you that we will be able to maintain a listing of the Outstanding Notes on the Hong Kong Stock Exchange.

• Application will be made to the Hong Kong Stock Exchange for the listing of the Notes by way of debt issues to Professional Investors only. We cannot assure you that we will obtain or be able to maintain a listing of the Notes on the Hong Kong Stock Exchange. This document is for distribution to Professional Investors only. Investors should not acquire or purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for Professional Investors.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes or the Company or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

If you are a broker-dealer and you receive Notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such Notes. By making such acknowledgment, you will not be deemed to admit that you are an underwriter under the Securities Act. Broker-dealers may use this prospectus in connection with any resale of Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that, for a period of 180 days after the date of this prospectus, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. A broker dealer may not participate in the exchange offer with respect to Outstanding Notes acquired other than as a result of market-making activities or trading activities. See “Plan of Distribution.”

If you are an affiliate of ours or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the Notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission (the “SEC”), and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, and you must be identified as an underwriter in the prospectus.

You should consider carefully the risk factors beginning on page 17 of this prospectus before participating in the exchange offer.

Neither the SEC nor any state securities commission has approved or disapproved of the Notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                    , 2018

Notice to Persons in Hong Kong

You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. The Notes are only offered in Hong Kong or to persons in Hong Kong who are (a) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and (b) acquiring the Notes in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. Each such purchaser of the Notes, by accepting delivery of this prospectus and/or the accompanying document(s), will be deemed to have represented, agreed and acknowledged that (a) it is a “professional investor” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong; and (b) it is acquiring the Notes in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		17
Use of Proceeds		33
Capitalization		34
Selected Financial Information		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Business		67
Regulation		82
Board of Directors and Senior Management		86
Related Party Transactions		91
The Exchange Offer		92
Description of Notes		102
Description of Other Material Indebtedness		135
Taxation		137
Plan of Distribution		139
Legal Matters		143
Experts		144
Where You Can Find More Information		145
General Information		146
Index to Consolidated Financial Statements		F-1

i

NOTICE TO INVESTORS

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. We have not authorized the provision of information different from that contained in this prospectus, to give any information or to make any representation not contained in or not consistent with this prospectus or any other information supplied in connection with the offering of the Notes. The information contained in this prospectus is accurate in all material respects only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Notes. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances imply that there has not been a change in our affairs and those of each of our respective subsidiaries or that the information set forth herein is correct in all material respects as of any date subsequent to the date hereof.

This prospectus includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Company accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

We have prepared this prospectus, and we are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes.

The distribution of this prospectus and the offering of the Notes may in certain jurisdictions be restricted by law. Persons in possession of this prospectus are required by us to inform themselves about and to observe any such restrictions. For a description of the restrictions on offers, sales and resales of the Notes and distribution of this prospectus, see the section headed “Plan of Distribution” below.

This prospectus summarizes certain material documents and other information, and we refer you to them for a more complete understanding of what we discuss in this prospectus. In making an investment decision, you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. We are not making any representation to you regarding the legality of an investment in the Notes by you under any legal, investment or similar laws or regulations. You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business adviser and tax adviser for legal, business and tax advice regarding an investment in the Notes.

See “Where You Can Find More Information” for instructions on how to obtain copies of all or any part of the registration statement of which this prospectus forms a part without charge upon written or oral request. To obtain timely delivery of these documents, you must request them no later than five business days before the expiration date. This means that if you wish to request documents, you must do so by                  , 2019, in order to receive them before the expiration date.

WARNING

You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the

contents of this document, you should obtain independent professional advice.

ii

PRESENTATION OF FINANCIAL INFORMATION

Our financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, which differ in certain respects from generally accepted accounting principles in the United States and in certain other countries. We have made no attempt to describe or quantify the impact of those differences. Potential investors should consult their own professional advisers for an understanding of the differences between IFRS and accounting principles generally accepted in other countries, including the United States, and how those differences might affect the financial information presented herein.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in the financial statements.

This prospectus contains non-IFRS financial measures and ratios that are not required by, or presented in accordance with, IFRS, including Adjusted Property EBITDA. We present non-IFRS financial measures so that investors have the same financial data that management uses in evaluating financial performance with the belief that it will assist the investment community in properly assessing the underlying financial performance of the Company on a year-over-year and a quarter sequential basis. The non-IFRS financial measures may not be comparable to other similarly titled measures of other companies, since they are not uniformly defined, and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results reported under IFRS. Non-IFRS financial measures and ratios are not measurements of our performance under IFRS and should not be considered as alternatives to operating income or net profit or any other performance measures derived in accordance with IFRS or any other generally accepted accounting principles.

iii

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. Any statements contained in this prospectus that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, in certain portions included in this prospectus, 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:

• general economic and business conditions, 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 visiting our integrated resorts;

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

• our ability to maintain our subconcession in Macao;

• new developments, construction projects and ventures, including our Cotai developments;

• fluctuations in currency exchange rates and interest rates;

• 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;

• the passage of new legislation and receipt of governmental approvals for our operations;

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

• 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;

• our ability to establish and protect our intellectual property rights;

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

• the continued services of our key management and personnel;

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

• 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;

iv

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

• labor actions and other labor problems;

• 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 leverage, debt service and debt covenant compliance, including the ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;

• our ability to collect gaming receivables from our credit players;

• fraud and cheating;

• our relationship with gaming promoters;

• our dependence on chance and theoretical win rates;

• 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;

• the completion of infrastructure projects;

• our dependence upon properties in Macao for all of our cash flow;

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

• the outcome of any ongoing and future litigation; and

• other factors described under “Risk Factors.”

Furthermore, these forward-looking statements merely reflect our current view with respect to future events and are not a guarantee of future performance. 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. Accordingly, you should not place undue reliance on any forward-looking statements. We do not have any obligation and do not intend to update or otherwise revise any forward-looking statements in this prospectus, whether as a result of new information, future events or developments or otherwise, except as required by applicable laws, rules and regulations.

All forward-looking statements contained in this prospectus are qualified by reference to this cautionary statement.

v

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands as an exempted company with limited liability. Some of our directors and officers and the experts named herein reside outside the United States (principally in Hong Kong and Macao). All or a substantial portion of our assets and such persons’ assets are located outside the United States (principally in Macao). As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons, or to enforce against us or such persons judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.

We have appointed Corporation Service Company, located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036 as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Walkers (Hong Kong), our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would:

• recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

• entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Walkers (Hong Kong) has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment in the Grand Court of the Cayman Islands, provided such judgment (a) is final and conclusive; (b) is one in respect of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules; (c) is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief; and (d) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

vi

GLOSSARY

This glossary contains definitions of certain terms used in this prospectus as they relate to us. Some of these definitions may not correspond to standard industry definitions.

“Adjusted Property EBITDA” Adjusted Property EBITDA, which is a non-IFRS financial measure, is profit attributable to equity holders of the Company before share- based compensation, corporate expense, pre-opening expense, depreciation and amortization, net foreign exchange gains/(losses), impairment loss, gain/(loss) on disposal of property and equipment, investment properties and intangible assets, interest, gain/(loss) on modification or early retirement of debt and income tax benefit/(expense). Management utilizes Adjusted Property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated resort companies have historically reported Adjusted Property EBITDA as a supplemental performance measure to IFRS financial measures. In order to view the operations of their properties on a more stand-alone basis, integrated resort companies, including the Company, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their Adjusted Property EBITDA calculations. Adjusted Property EBITDA should not be interpreted as an alternative to operating profit (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with IFRS. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in Adjusted Property EBITDA. Not all companies calculate Adjusted Property EBITDA in the same manner. As a result, Adjusted Property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies. In addition, our Adjusted Property EBITDA presented in the report may differ from Adjusted Property EBITDA presented by LVS for its Macao segment in its filings with the SEC. For a quantitative reconciliation of Adjusted Property EBITDA to its most directly comparable IFRS measurement, see “Selected Financial Information”

“average daily rate” the average daily rate per occupied room in a given time period, calculated as room revenue divided by the number of rooms sold

“Board” the board of directors of the Company

“cage” a secure room within a casino with a facility that allows patrons to exchange cash for chips required to participate in gaming activities, or to exchange chips for cash

“Capex Committee” Sands China Capital Expenditure Committee of the Company

vii

“casino(s)” a gaming facility that provides casino games consisting of table games operated in mass market areas or VIP areas, electronic games, slot machines and other casino games

“Chief Executive” a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the Board of Directors for the conduct of the business of the Company

“China” or the “PRC” the People’s Republic of China excluding, for the purpose of this prospectus only, Hong Kong, Macao and Taiwan, unless the context otherwise requires

“chip(s)” tokens issued by a casino to players in exchange for cash or credit, which are used to place bets on gaming tables, in lieu of cash

“Company,” “our,” “we,” “us,” or “Sands China” Sands China Ltd., a company incorporated in the Cayman Islands on July 15, 2009 as an exempted company with limited liability and, except where the context otherwise requires, all of its subsidiaries, or where the context refers to the time before it became the holding company of its present subsidiaries, its present subsidiaries. When used in the context of gaming operations or the Subconcession, “we,” “us,” or “our” refers exclusively to VML

“Concessionaire(s)” the holder(s) of a concession for the operation of casino games in the MSAR

“Cotai” the name given to the land reclamation area in the MSAR between the islands of Coloane and Taipa

“Cotai Strip” large-scale integrated resort projects on Cotai being developed by us and inspired by the Las Vegas Strip in Las Vegas, Nevada, U.S.A. LVS has registered the Cotai Strip trademark in Hong Kong and Macao

“DICJ” Gaming Inspection and Coordination Bureau (“Direcção de Inspecção e Coordenação de Jogos”) under the Secretary for Economy and Finance of the MSAR

“Director(s)” member(s) of the board of directors of the Company

“DOJ” the United States Department of Justice

“EBITDA” earnings before interest, taxes, depreciation and amortization

“Exchange Rate” except as otherwise stated, amounts denominated in U.S. dollars, MOP and Hong Kong dollars have been converted at the exchange rate on June 30, 2018, for the purposes of illustration only, in this prospectus at:

• US$1.00: HK$7.8479

• US$1.00: MOP 8.0833

• HK$1.00: MOP 1.03

viii

“FCPA” the United States Foreign Corrupt Practices Act of 1977, as amended

“Four Seasons Hotel Macao” refers to the Four Seasons Hotel Macao, Cotai Strip^®, which is managed and operated by FS Macau Lda., an affiliate of Four Seasons Hotels Limited

“gaming area(s)” a gaming facility that provides casino games consisting of table games operated in VIP areas or mass market areas, electronic games, slot machines and other casino games but has not been designated as a casino by the Macao Government

“gaming promoter(s)” individuals or corporations licensed by and registered with the Macao Government to promote games of fortune and chance to patrons, through the arrangement of certain services, including extension of credit (regulated by Law No. 5/2004), transportation, accommodation, dining and entertainment, whose activity is regulated by Administrative Regulation No. 6/2002

“GLA” gross leasable area

“GLOA” gross leasable occupied area

“Group” our Company and its subsidiaries from time to time

“HK$” or “HK dollars” the Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” or “HKSAR” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“IFRS” International Financial Reporting Standards as issued by the International Accounting Standards Board

“integrated resort(s)” a resort which provides customers with a combination of hotel accommodations, casinos or gaming areas, retail and dining facilities, MICE space, entertainment venues and spas

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

“LVS” Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A. in August 2004 and the common stock of which is listed on the New York Stock Exchange

“LVS Group” LVS and its subsidiaries (excluding our Group)

“LVS LLC” Las Vegas Sands, LLC, a company incorporated in Nevada, U.S.A.

“LVS Nevada” LVS (Nevada) International Holdings, Inc., a company incorporated in Nevada, U.S.A.

“Macao” or “Macau” or “MSAR” the Macao Special Administrative Region of the PRC

ix

“Macao Government” the local government of the MSAR, established on December 20, 1999 and the local administration before this date

“mass market players” Non-Rolling Chip and slot players

“MICE” Meetings, Incentives, Conventions and Exhibitions, an acronym commonly used to refer to tourism involving large groups brought together for an event or corporate meeting

“MOP” or “pataca(s)” Macao pataca, the lawful currency of Macao

“Parcel 1” a land parcel on Cotai totaling 290,562 square meters described under Registration No. 23225 by the Macao Property Registry, on which The Venetian Macao has been constructed

“Parcel 2” a land parcel on Cotai totaling 53,303 square meters described under Registration No. 23223 by the Macao Property Registry, on which The Plaza Macao has been constructed

“Parcel 3” a land parcel on Cotai totaling 61,681 square meters described under Registration No. 23224 by the Macao Property Registry, on which The Parisian Macao has been constructed

“Parcels 5 and 6” land parcels on Cotai totaling 150,134 square meters, including 44,576 square meters designated as a tropical garden, described under Registration No 23288 by the Macao Property Registry, on which Sands Cotai Central has been constructed

“premium player(s)” Rolling Chip players who have a direct relationship with gaming operators and typically participate in gaming activities in casinos or gaming areas without the use of gaming promoters

“Professional Investor” as defined in Chapter 37 of the Listing Rules and in the SFO

“Renminbi” Renminbi, the lawful currency of China

“Rolling Chip win” a percentage of Rolling Chip volume

“Rolling Chip play” play by VIP and premium players (excludes Paiza cash players) using non-negotiable chips

“Rolling Chip volume” casino revenue measurement, measured as the sum of all non-negotiable chips wagered and lost by VIP and premium players (excludes Paiza cash players)

“Sands” a land parcel in Macao totaling 26,082 square meters described under Registration No. 23114 by the Macao Property Registry, on which Sands Macao has been constructed

“Sands Cotai Central” an integrated resort which currently features four hotel towers, consisting of hotel rooms and suites under the Conrad, Holiday Inn, Sheraton and St. Regis brands. Sands Cotai Central also includes

x

gaming area, retail, entertainment, dining and MICE facilities operated by us which are expected to be rebranded as The Londoner Macao

“Sands Macao” the Sands Macao, which includes gaming areas, a hotel tower, restaurants and a theater

“SCL Credit Facility” the revolving credit facility available pursuant to the facility agreement, dated November 20, 2018, among the Company, Bank of China Limited, Macau Branch, as agent, and certain other entities listed therein, as original lenders

“SFO” the Securities and Futures Ordinance of Hong Kong (Cap. 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

“Subconcession” or “Subconcession Contract” the tripartite Subconcession Contract for the operation of casino games, dated December 26, 2002, among Galaxy Casino S.A., the Macao Government and VML

“Subconcessionaire(s)” the holder(s) of a subconcession for the operation of casino games in the MSAR

“table games” typical casino games, including card games such as baccarat, blackjack and hi-lo (also known as “sic bo”) as well as craps and roulette, among others

“The Parisian Macao” an integrated resort that includes a gaming area, hotel, a shopping mall and other integrated resort amenities

“The Plaza Macao” an integrated resort which includes (i) the Four Seasons Hotel Macao; (ii) the Plaza Casino gaming area operated by VML; (iii) the Paiza Mansions, the Shoppes at Four Seasons, restaurants and a spa, each of which are operated by us; and (iv) the Four Seasons Tower Suites Macao, which is expected to feature approximately 290 premium quality suites, except where the context indicates otherwise

“The Venetian Macao” The Venetian^® Macao-Resort-Hotel, an integrated resort that includes casino and gaming areas, a hotel, MICE space, the Shoppes at Venetian, over 50 different restaurants and food outlets, a 15,000-seat arena and other entertainment venues

“United States,” “U.S.” or “U.S.A.” The United States of America, including its territories and possessions and all areas subject to its jurisdiction

“US$” or “U.S. dollars” United States dollars, the lawful currency of the United States

“Venetian Casino” Venetian Casino Resort, LLC, a company incorporated in Nevada, U.S.A.

“VIP player(s)” Rolling Chip players who play almost exclusively in dedicated VIP rooms or designated casino or gaming areas and are sourced from gaming promoters

“VIP room(s)” rooms or designated areas within a casino or gaming area where VIP players and premium players gamble

xi

“visit(s)” or “visitation(s)” with respect to visitation of our properties, the number of times a property is entered during a fixed time period. Estimates of the number of visits to our properties is based on information collected from digital cameras placed above every entrance in our properties, which use video signal image processor detection and include repeat visitors to our properties on a given day

“VML” our subsidiary, Venetian Macau, S.A. (also known as Venetian Macau Limited), a public company limited by shares (“sociedade anónima”) incorporated on June 21, 2002 under the laws of Macao, one of the three Subconcessionaires and the holder of the Subconcession

“VMLF” our subsidiary, VML US Finance LLC, a limited liability company incorporated in Delaware, U.S.A.

“VML Credit Facility” the term loans, term loan commitments and revolving credit facility available pursuant to the credit agreement, dated September 21, 2011, among VML and certain of VML’s subsidiaries, terminated on November 20, 2018, effective as of November 21, 2018

xii

SUMMARY

This summary does not contain all the information that may be important to you in deciding whether to invest in the Notes. You should read this entire prospectus, including the section entitled “Risk Factors” and the financial statements and related notes thereto, before making an investment decision.

We are the leading developer, owner and operator of large-scale integrated resorts in Macao, as measured by Adjusted Property EBITDA for the year ended December 31, 2017. In 2017, we welcomed approximately 92 million leisure and business visits at our properties on Cotai and on the Macao peninsula.

Our founder, chairman and chief executive officer, Sheldon G. Adelson, began investing in Macao in 2002 after being awarded a gaming subconcession to operate casino games and other games of chance in Macao. His vision and goal was to develop large-scale integrated resorts with a variety of world-class amenities and create an international tourism destination. This helped support Macao’s objective for long-term economic diversification and growth in tourism.

Today, with nearly 30 million square feet of interconnected facilities on Cotai, we operate the largest integrated resorts in Macao. These integrated resorts contain not only gaming areas, but also the largest number of four- and five-star rated hotel rooms of any other single developer in the market. Our integrated resorts also collectively feature the largest amount of meeting space, convention and exhibition halls, retail and dining areas and entertainment venues. We believe that our integrated resorts are unique to Macao and differentiate us from our competitors due to their size and scale, diversity of non-gaming amenities, and focus on leisure and business tourism.

Macao is the largest gaming market in the world as measured by casino gaming revenue and is the only location in China offering legalized casino gaming. VML, our subsidiary, holds one of six concessions or subconcessions permitted by the Macao Government to operate casinos or gaming areas in Macao.

We developed, own and operate The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Sands Macao. We also own Cotai Expo, one of the largest convention and exhibition centers in Asia, as well as Macao’s largest entertainment venue, the Cotai Arena. Our properties collectively feature over 12,500 luxury suites and hotel rooms, nearly 150 different restaurants and food outlets, spas, theaters for live performances, as well as other integrated resort amenities.

Our integrated resort brands, including The Venetian Macao and The Parisian Macao, are aspirational and have become recognized throughout China and Asia for quality and service and are designed to ensure a lasting connection with our customers. We believe The Venetian Macao is the most visited integrated resort in Asia, and since its opening in 2007, the property has received over 310 million visitations up to June 30, 2018. We estimate that since 2016 The Parisian Macao digital marketing and social media program has reached over six billion online impressions up to June 30, 2018, including from platforms within China such as Sina Weibo.

We were the first developer in Macao to feature global hospitality brands for our hotel offerings on Cotai, including the Four Seasons, St. Regis, Conrad, Sheraton and Holiday Inn brands.

Within our integrated resorts we also operate some of the largest and most profitable retail malls in Asia, showcasing over 800 shops occupying over 2 million square feet of retail space. Our retail malls showcase global luxury brands as well as leading Asian retail brands.

We own and operate CotaiJet, one of two major high speed ferry companies operating between Hong Kong and Macao, with 14 vessels helping leisure and business tourists reach Macao from points in Hong Kong, including the Hong Kong International Airport.

1

Our Developments in Macao

In May 2004, we opened the Sands Macao, the first Las Vegas style resort in Macao, which was designed for the mass market segment of leisure tourism. The Sands Macao currently contains a mix of gaming areas for mass market, VIP and premium players, entertainment and dining facilities, and hotel suites.

In August 2007, we opened The Venetian Macao, the flagship property of our Cotai Strip development. The Venetian Macao is a themed, large-scale integrated resort, with 2,905 luxury hotel suites, more than 350 retail shops in one of the largest shopping malls in Asia with 926,000 square feet of retail space, 56 restaurants and food outlets, and a state-of-the-art live performance theater with 1,800 seats. In addition, The Venetian Macao contains the Cotai Arena, a 15,000 seat venue directly adjacent to and which adjoins the Cotai Expo center and hosts numerous concerts, live performances, sporting events and corporate events each year. The Cotai Expo is a 1.2 million square foot first-class MICE facility, which includes exhibition and meeting space, including one of the largest column-free ballrooms in Asia.

In August 2008, we opened The Plaza Macao, a boutique luxury integrated resort featuring the Four Seasons Hotel Macao with 360 luxury suites, the Shoppes at Four Seasons with approximately 150 shops from the world’s leading luxury retail brands, and the Plaza Casino. In July 2009, we completed and introduced our ultra-exclusive Paiza Mansions at The Plaza Macao.

In April 2012, we completed the first phase of Sands Cotai Central and opened the Conrad and Holiday Inn tower. This tower features 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. In September 2012, we opened the next phase of Sands Cotai Central with the completion of the first Sheraton tower, which features approximately 1,800 rooms and suites under the Sheraton brand.

In December 2012, we opened a fully enclosed climate-controlled footbridge between Sands Cotai Central and The Plaza Macao, with moving walkways to enhance the inter-connectivity and accessibility between our Cotai Strip properties.

In January 2013, we opened the second Sheraton tower at Sands Cotai Central, featuring approximately 2,100 additional rooms and suites under the Sheraton brand.

In December 2015, we opened the St. Regis tower at Sands Cotai Central, featuring 400 rooms and suites under the St. Regis brand.

Sands Cotai Central features approximately 367,000 square feet of gaming space, with over 400 table games and nearly 1,600 slot machines or similar electronic gaming devices, and includes exclusive VIP rooms designed for VIP and premium players. Sands Cotai Central also has approximately 369,000 square feet of meeting space, a 1,701-seat theater and approximately 517,000 square feet of retail space with more than 150 stores and over 50 restaurants and food outlets.

In September 2016, we opened The Parisian Macao, a themed, iconic, “must-see” integrated resort connected to The Venetian Macao and The Plaza Macao, which includes a 253,000 square foot casino, a hotel with approximately 2,700 rooms and suites, retail, entertainment, dining and meeting facilities. The Parisian Macao features a half size replica of the Eiffel Tower, providing a landmark attraction to visitors.

We previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks and expanded retail and food and beverage venues. We will add approximately 370 luxury suites in the St. Regis Tower Suites Macao. Design work is nearing completion and construction is being initiated and will be phased to minimize disruption during the property’s peak periods. We expect the additional St. Regis Tower Suites Macao to be completed in the first quarter of 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

2

We also previously announced the Four Seasons Tower Suites Macao, which will feature approximately 290 additional premium quality suites. We have completed the structural work of the tower and have commenced preliminary build out of the suites. We expect the project to be completed in the first quarter of 2020.

We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we finalize our planning and design work and complete the projects. See “Risk Factors—Risks Related to Our Business—There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows.”

Our business strategy is to develop Cotai and to leverage our large-scale integrated resort business model to create Asia’s premier gaming, leisure, convention and meetings destination. Our interconnected integrated resorts, which have a wide range of branded hotel and resort offerings, are designed to attract different segments of the market all year round. We believe our business strategy and development plan will allow us to achieve more consistent demand, longer average length of stay in our hotels, more diversified sources of revenue and higher margins than more gaming-centric facilities.

Key Strengths

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

Diversified, high quality integrated resort offerings with substantial non-gaming amenities

Our integrated resorts feature non-gaming attractions and amenities including world-class entertainment, expansive retail offerings and market-leading MICE facilities. These attractions and amenities enhance the appeal of our integrated resorts, contributing to visitation, length of stay and customer expenditure at our resorts. As of June 30, 2018, our hotel inventory represented 47% of the total Macao competitor hotel inventory. The broad appeal of our market-leading integrated resort offerings in Macao enables us to serve the broadest array of customer segments in the Macao market.

Substantial and diversified cash flow from existing operations

We generated a market-leading US$2,611 million of Adjusted Property EBITDA during the year ended December 31, 2017 from gaming and non-gaming sources, including retail, hotel, food and beverage, entertainment and MICE business.

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

We focus on the high-margin mass gaming segment, which has grown at a CAGR in excess of 11% since fiscal year 2015. During the twelve months ended March 31, 2018, we had the highest percentage of gaming win from mass tables and slots of the Macao operators, with approximately 31% market share. Our management estimates our mass market table revenues typically generate a gross margin that is approximately four times higher than the gross margin on our typical VIP table revenues.

Established brands with broad regional and international market awareness and appeal

Our brands, including The Venetian Macao, The Parisian Macao, Sands Macao, Cotai Expo, Cotai Arena, and CotaiJet enjoy broad regional and international market awareness and appeal. We welcomed approximately 92 million visits to our property portfolio in 2017, an increase of 25% compared to the prior year. The Venetian

3

Macao is the most visited integrated resort in Macao, and enjoys broad brand awareness both regionally and globally. We estimate that since 2016 The Parisian Macao digital marketing and social media program has reached over six billion online impressions, including from platforms within China such as Sina Weibo.

Experienced management team with a proven track record

Mr. Sheldon G. Adelson is our founder, chairman and chief executive officer. Mr. Adelson’s business career spans more than seven decades and has included creating and developing to maturity numerous companies. Mr. Adelson created the MICE-based integrated resort and pioneered its development in the Las Vegas and Singapore markets, as well as in Macao, where he planned and developed the Cotai Strip. Dr. Wong Ying Wai, our President and Chief Operating Officer, Chum Kwan Lock, our Chief of Staff, and Sun Min Qi, our Chief Financial Officer, have substantial business experience and have successfully contributed to the execution of our operating strategies.

Unique MICE and entertainment facilities

Our market-leading MICE and entertainment facilities contribute to Macao’s diversification and appeal to business and leisure travelers while diversifying our cash flows and increasing revenues and profit. Our 1,660,000 square feet of MICE space is specifically designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world. Our experience and expertise in this industry continues to drive leisure and business tourism to Macao. Since opening in 2007, our 15,000-seat Cotai Arena has established itself as one of the top live entertainment venues in Southern China. The theaters at The Venetian Macao, Sands Cotai Central and The Parisian Macao offer a variety of ticketed events. The live entertainment program at our properties is a key traffic driver and has established the Company as the leader in the field of tourism and leisure activities.

Significant benefits from our on-going relationship with LVS

Sands China is approximately 70% owned by Las Vegas Sands, the world’s leading developer and operator of MICE-based integrated resorts. The operating experience of Las Vegas Sands in developing and operating MICE-based integrated resorts in the Las Vegas, Singapore and Macao markets is a significant benefit to us.

Business Strategies

Building on our key strengths, we seek to enhance our position as the leading developer and operator of integrated resorts and casinos in Macao by continuing to implement the following business strategies:

Developing and diversifying our integrated resort offerings on Cotai to include a full complement of products and services to cater to different market segments. Our development on Cotai includes four integrated resorts, MICE space, additional retail, dining and entertainment facilities and a range of hotel offerings to cater to different segments of the market. In addition to The Venetian Macao and The Parisian Macao hotel rooms, we have Four Seasons, Conrad, Holiday Inn, Sheraton and St. Regis branded suites and hotel rooms. We are able to leverage the recognition and the sales, marketing and reservation capabilities of these premier hotel brands to attract a wide range of customers in different market segments to our properties. We believe our partnerships with renowned hotel management partners, our diverse integrated resort offerings and the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments.

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

4

for lower unit costs include, but are not limited to, lower utility costs; more efficient staffing of hotel and gaming operations; and centralized laundry, transportation, marketing and sales, and procurement. In addition, our scale allows us to consolidate certain back office functions.

Focusing on the high-margin mass market gaming segment, while continuing to provide luxury amenities and high service levels to our VIP and premium players. Our properties cater not only to VIP and premium players, but also to mass market customers, which comprise our most profitable gaming segment. We believe the mass market segment will continue to be a long-term growing segment as a result of the introduction of more high-quality gaming facilities and non-gaming amenities into the market. Our management estimates our mass market table revenues typically generate a gross margin that is approximately four times higher than the gross margin on our typical VIP table revenues.

Identifying targeted investment opportunities to drive growth across our portfolio. We will continue to invest in the expansion of our facilities and the enhancement of the leisure and business tourism appeal of our Cotai property portfolio.

5

Organizational Chart

The following chart illustrates our simplified corporate structure as of the date of this prospectus.

(i) Venetian Venture Development Intermediate Limited has 100% economic interest in Venetian Macau Limited. 10% of Venetian Macau Limited’s share capital is held by Mr. Antonio Ferreira subject to a usufruct agreement. See “Regulation.”

6

Our Corporate Information

Our principal executive offices are located at The Venetian Macao Resort Hotel, L2 Executive Offices, Estrada da Baía de N. Senhora da Esperança, s/n, Macao SAR. Our telephone number at this address is +853 8118-2888. Our registered office in the Cayman Islands is located at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. Our agent for service of process in the United States is Corporation Service Company located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036. Our corporate website is www.sandschina.com. The information contained on our website is not a part of this prospectus.

7

SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

The following is a general summary of the terms of the exchange offer. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information appearing elsewhere in this prospectus, including under “The Exchange Offer” and “Description of Notes.”

On August 9, 2018, we completed a private offering of US$1.8 billion aggregate principal amount of the Outstanding 2023 Notes, US$1.8 billion aggregate principal amount of the Outstanding 2025 Notes and US$1.9 billion aggregate principal amount of the Outstanding 2028 Notes, in a transaction exempt from the registration under the Securities Act. This prospectus is part of a registration statement covering the exchange of the Outstanding Notes for the Notes.

We entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed to deliver to you this prospectus as part of the exchange offer and we agreed to use our commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act within 365 days after the closing date. In the exchange offer, you are entitled to exchange your Outstanding Notes for the Notes that are identical in all material respects to the Outstanding Notes, except that the Notes have been registered under the Securities Act and will not have any of the transfer restrictions, any of the registration rights provisions and certain inapplicable interest provisions relating to the Outstanding Notes.

Exchange Offer We are offering to exchange the newly issued Notes in the following respective series in up to the following aggregate principal amounts:

• US$1.8 billion 2023 Notes;

• US$1.8 billion 2025 Notes; and

• US$1.9 billion 2028 Notes,

for a like aggregate principal amount of the following respective series of the Outstanding Notes:

• the Outstanding 2023 Notes;

• the Outstanding 2025 Notes; and

• the Outstanding 2028 Notes, respectively.

The exchange offer is being made with respect to all of the Outstanding Notes. Only holders of Outstanding Notes who are “professional investors” as defined in Chapter 37 of the Listing Rules and the Securities and Futures Ordinance (Cap. 571) of Hong Kong may participate in the exchange offer. Outstanding Notes may only be exchanged in minimum denominations of US$200,000 and integral multiples of US$1,000 above that amount. The Outstanding Notes surrendered in exchange for the Notes will be retired and cancelled and cannot be reissued, and the rights under the Outstanding Notes for those who tender their Outstanding Notes will be extinguished after the completion of the exchange offer.

Resales of the Notes Based on an interpretation of the staff of the SEC set forth in no action letters issued to unrelated third parties, we believe that Notes issued pursuant to the exchange offer in exchange for Outstanding

8

Notes may be offered for resale, resold and otherwise transferred by you (unless you are an affiliate of ours, within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Notes are acquired in the ordinary course of your business and you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the Notes.

Each participating broker-dealer that receives Notes for its own account pursuant to the exchange offer in exchange for Outstanding Notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of the Notes, which prospectus delivery requirement may be satisfied by the delivery of this prospectus, as it may be amended or supplemented from time to time.

Any holder of Outstanding Notes who:

• is an affiliate of ours;

• does not acquire Notes in the ordinary course of business; or

• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in the distribution of the Notes

cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation or similar interpretive letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Notes and be identified as an underwriter in the prospectus. See “The Exchange Offer—Resales of the Notes.”

No Minimum Condition The exchange offer is not conditioned on any minimum aggregate principal amount of any series of Outstanding Notes being tendered for exchange.

Expiration Date; Withdrawal of Tenders The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2019, unless we extend it. Tenders of Outstanding Notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any Outstanding Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer. See “The Exchange Offer—Expiration Date; Extensions; Amendments” and “The Exchange Offer—Withdrawal of Tenders.”

Settlement Date The settlement date of the exchange offer will be promptly following the expiration date.

9

Conditions to the Exchange Offer The exchange offer is subject to customary conditions, which we may waive in our sole discretion. See “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer. We have the right, in our sole discretion, to terminate or withdraw the exchange offer if any of the conditions described under “The Exchange Offer—Conditions to the Exchange Offer” are not satisfied or waived.

Appraisal Rights Holders of Outstanding Notes do not have any rights of appraisal for their Outstanding Notes if they elect not to tender their Outstanding Notes for exchange.

Procedures for Tendering Outstanding Notes If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with any physical certificates requesting the Outstanding Notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold Outstanding Notes through The Depository Trust Company (the “DTC”) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC (“ATOP”), by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any Notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity to participate in a distribution of the Notes;

• if you are a broker-dealer that will receive Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the Notes;

• you are not an affiliate, as defined in Rule 405 of the Securities Act, of ours or, if you are an affiliate of ours, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and

• you are a Professional Investor.

See “The Exchange Offer—Procedures for Tendering” and “Plan of Distribution.”

Special Procedures for Beneficial Owners If you are a beneficial owner of Outstanding Notes that are registered in the name of a broker, dealer, commercial bank, trust company or

10

other nominee, and you wish to tender the Outstanding Notes in the exchange offer, you should contact that registered holder promptly and instruct that registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Outstanding Notes, either make appropriate arrangements to register ownership of the Outstanding Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. See “The Exchange Offer—Procedures for Tendering.”

Effect on Holders of Outstanding Notes As a result of the making of, and upon acceptance for exchange of all validly tendered Outstanding Notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement and, accordingly, there will be no increase in the interest rate on the Outstanding Notes under the circumstances described in the registration rights agreement. If you are a holder of Outstanding Notes and you do not tender your Outstanding Notes in the exchange offer, you will continue to hold the Outstanding Notes, and you will be entitled to all the rights and limitations applicable to the Outstanding Notes in the Indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

The Outstanding Notes are listed on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only. To the extent Outstanding Notes are tendered and accepted in the exchange offer, the trading market for Outstanding Notes could be adversely affected.

Consequence of Failure to Exchange All untendered Outstanding Notes will continue to be subject to the restrictions on transfer provided for in the Outstanding Notes and in the Indenture. In general, the Outstanding Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the Outstanding Notes under the Securities Act. See “The Exchange Offer—Consequences of Failure to Exchange.”

Taxation The exchange of the Outstanding Notes for the Notes pursuant to the exchange offer will not be a taxable transaction for United States federal income tax or Cayman law purposes. See the discussion under the caption “Taxation” for more information regarding the tax consequences to you of the exchange offer.

Use of Proceeds We will not receive any proceeds from the issuance of Notes pursuant to the exchange offer.

11

Accounting Treatment We will not recognize any gain or loss on the exchange of Notes. See “The Exchange Offer—Accounting Treatment.”

Exchange Agent U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The contact information for the exchange agent is set forth in the section captioned “The Exchange Offer—Exchange Agent” of this prospectus.

12

SUMMARY OF THE TERMS OF THE NOTES

The following is a general summary of the terms of the Notes. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information appearing elsewhere in this prospectus, including under “Description of Notes.”

The Notes are identical in all material respects to the Outstanding Notes, except that the Notes have been registered under the Securities Act and will not have any of the transfer restrictions, any of the registration rights provisions and certain inapplicable interest provisions relating to the Outstanding Notes. The Notes will evidence the same debt as the Outstanding Notes exchanged therefor and be entitled to the benefits of the Indenture.

Issuer Sands China Ltd.

Notes Offered Up to US$1.8 billion aggregate principal amount of 2023 Notes, up to US$1.8 billion aggregate principal amount of 2025 Notes and up to US$1.9 billion aggregate principal amount of 2028 Notes.

Maturity Date • 2023 Notes: August 8, 2023

• 2025 Notes: August 8, 2025

• 2028 Notes: August 8, 2028

Interest The 2023 Notes will bear interest at a rate of 4.600% per annum, the 2025 Notes will bear interest at a rate of 5.125% per annum and the 2028 Notes will bear interest at a rate of 5.400% per annum, from and including the most recent interest payment date for such series of Notes and in each case payable semi-annually in arrears on February 8 and August 8 of each year, beginning on February 8, 2019.

The interest rate on the Notes may be adjusted under certain circumstances as set forth under “Description of Notes—Interest Rate Adjustment.”

Ranking of Notes The Notes will be general unsecured obligations of the Company and will (1) rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness, (2) rank senior to all of the Company’s future subordinated indebtedness, if any, (3) be effectively subordinated to all of the Company’s future secured indebtedness to the extent of the value of the assets securing such debt, and (4) be structurally subordinated to all existing and future obligations of the Company’s subsidiaries. See “Description of Notes—Brief Description of the Notes.” As of June 30, 2018, after giving effect to the offering of the Notes and the use of proceeds therefrom and to this exchange offer, we would have had unsecured long-term debt of US$5.5 billion and no secured long-term debt. We may incur additional secured and/or unsecured indebtedness and other obligations in the future.

13

Optional Redemption 2023 Notes: At our option, we may redeem the 2023 Notes, in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2023 Notes that are redeemed before July 8, 2023 will be equal to the greater of (a) 100% of the principal amount of the 2023 Notes to be redeemed and (b) a “make-whole” amount described elsewhere in this prospectus, plus in either case accrued and unpaid interest to, but not including, the redemption date. On or after July 8, 2023, we may redeem the 2023 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

2025 Notes: At our option, we may redeem the 2025 Notes, in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2025 Notes that are redeemed before June 8, 2025 will be equal to the greater of (a) 100% of the principal amount of the 2025 Notes to be redeemed and (b) a “make-whole” amount described elsewhere in this prospectus, plus in either case accrued and unpaid interest to, but not including, the redemption date. On or after June 8, 2025, we may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

2028 Notes: At our option, we may redeem the 2028 Notes, in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2028 Notes that are redeemed before May 8, 2028 will be equal to the greater of (a) 100% of the principal amount of the 2028 Notes to be redeemed and (b) a “make-whole” amount described elsewhere in this prospectus, plus in either case accrued and unpaid interest to, but not including, the redemption date. On or after May 8, 2028, we may redeem the 2028 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

See “Description of Notes—Optional Redemption.”

Redemption for Tax Reasons All payments under or with respect to the Notes will be made without withholding or deduction for any taxes or other governmental charges, except to the extent required by law. If withholding or deduction is required by law, and such requirement cannot be avoided by taking available reasonable measures, provided that changing the jurisdiction of incorporation of Sands China or any subsidiary shall not be considered a reasonable measure, we will pay additional amounts so that the net amount received is no less than the amount that would have been received in the absence of such withholding or deduction. See “Description of Notes—Additional Amounts.” We may redeem the Notes in whole, but not in part, at any time, upon giving prior notice, if certain changes in tax law impose certain

14

withholding taxes on amounts payable on the Notes, and, as a result, we are required to pay additional amounts with respect to such withholding taxes. If we exercise such redemption right, we must pay you a price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and additional amounts, if any, to but not including the date of redemption. See “Description of Notes—Redemption for Tax Reasons.”

Change of Control If we experience a Change of Control Triggering Event (as defined under “Description of Notes—Definitions”), we will be required to offer to repurchase the Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to but not including the date of such repurchase. See “Description of Notes—Repurchase at the Option of Holders Upon a Change of Control Triggering Event.”

Investor Put Option Upon the occurrence of any event resulting from any change in Gaming Law (as defined under “Description of Notes—Definitions”) or any action by a Gaming Authority (as defined under “Description of Notes—Definitions”) after which none of the Company or any of its subsidiaries owns or manages casino or gaming areas or operates casino games of fortune and chance in Macao in substantially the same manner as they are owning or managing casino or gaming areas or operating casino games as of the issue date, for a period of thirty consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and additional amounts, if any, to but excluding the date of repurchase. See “Description of Notes—Repurchase at the Option of Holders—Investor Put Option.”

Certain Covenants The Indenture partially limits, among other things, our ability to merge or consolidate with another company, incur liens and enter into certain sale and leaseback transactions, and requires us to provide certain information to the holders of Notes.

These covenants are subject to a number of important exceptions and qualifications See “Description of Notes—Certain Covenants” and the related definitions.

Listing Application will be made for the listing of the Notes on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only. We cannot assure you that we will obtain or be able to maintain a listing of the Notes on the Hong Kong Stock Exchange.

Form, Denomination and Registration The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal

15

amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of DTC.

Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as nominee of DTC for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.”

Security Codes		2023 Notes
	CUSIP
	ISIN
		2025 Notes
	CUSIP
	ISIN
		2028 Notes
	CUSIP
	ISIN

Trustee for the Notes U.S. Bank National Association.

Registrar, Transfer Agent and Principal Paying Agent U.S. Bank National Association.

Use of Proceeds We will not receive any proceeds from the issue of the Notes in the exchange offer. For a description of the use of proceeds from the offering of the Outstanding Notes, see “Use of Proceeds.”

Governing Law of the Notes and the Indenture The Indenture is, and the Notes will be, governed by and construed in accordance with the laws of the State of New York.

Risk Factors Investing in the Notes involves substantial risks. Please see the “Risk Factors” section for a description of certain of the risks you should carefully consider before investing in the Notes.

16

RISK FACTORS

You should carefully consider the risks described below and the other information contained in this prospectus before making an investment decision. The risks and uncertainties described below may not be the only ones that we face. Additional risks and uncertainties that we are not aware of or that we currently believe are immaterial may also adversely affect our business, financial condition or results of operations. If any of the events described below should occur, our business, financial condition or results of operations could be materially and adversely affected. In such case, we may not be able to satisfy our obligations under the Notes, and you could lose all or part of your investment.

Risks Related to Our Business

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

Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; any further weaknesses in the job or housing market, additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism. These factors could reduce consumer and corporate demand for the luxury amenities and leisure activities we offer, thus imposing additional limits on pricing and harming our operations.

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 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 operations currently compete with numerous other casinos located in Macao. Our competitors have announced additional Macao facilities with planned opening dates in 2018 through 2020. Increasing capacity of hotel rooms in Macao could add to the competitive dynamic of the market.

Our operations also compete to some extent with casinos located elsewhere in Asia, including Singapore, Malaysia, Philippines, Australia, 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 Vietnam.

17

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.

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

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, all of VML’s casino premises and gaming-related equipment will be transferred automatically to the Macao Government on that date without compensation to us and we will cease to generate gaming revenues from these operations. Beginning on December 26, 2017, the Macao Government may redeem the subconcession agreement by providing us at least one-year prior notice. In the event the Macao Government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of this compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated by VML during the tax year prior to the redemption multiplied by the number of remaining years before expiration of the subconcession. We cannot assure you we will be able to renew or extend our subconcession agreement on terms favorable to us or at all. We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

The Macao Government 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 six gaming concessions and subconcessions 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.

Our subconcession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

The Macao Government has the right, after consultation with Galaxy Casino S.A. (one of the three Concessionaires), to unilaterally terminate our subconcession in the event of VML’s serious non-compliance with its basic obligations under the subconcession and applicable Macao laws. Upon termination of our subconcession, our casinos and gaming-related equipment would automatically be transferred to the Macao Government without compensation to us and we would cease to generate any revenues from these operations. The loss of our subconcession would prohibit us from conducting gaming operations in Macao, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are dependent upon gaming promoters for a portion of our gaming revenues in Macao.

Gaming promoters, which promote gaming and draw VIP players to casinos, are responsible for a portion of our gaming revenues in Macao. With the increased number of gaming facilities in Macao, the competition for relationships with gaming promoters has increased. There can be no assurance that we will be able to maintain, or grow, our relationships with gaming promoters. If we are unable to maintain or grow our relationships with gaming promoters, or if the gaming promoters experience financial difficulties or are unable to develop or maintain relationships with our VIP players, our ability to grow our gaming revenues will be hampered.

If gaming promoters 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 gaming promoters. Given regulatory requirements and certain economic and other factors occurring in the region, gaming promoters may encounter difficulties in attracting patrons to come to Macao, and such gaming promoter

18

gaming volume at our properties. Credit already extended by gaming promoters to their patrons may become increasingly difficult for them to collect. This inability to attract sufficient patrons, grant credit and collect amounts due in a timely manner could negatively affect gaming promoters’ activities, cause gaming promoters to wind up or liquidate their operations or result in gaming promoters leaving Macao. The above factors affecting gaming promoters could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, the quality of gaming promoters 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 gaming promoters, we cannot assure you the gaming promoters with whom we are associated will meet the high standards we insist upon. If a gaming promoter 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 gaming promoter does not meet its financial obligations, there can be no assurance that we may not incur financial exposure.

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

We previously announced the renovation, expansion and rebranding of Sands Cotai Central, the addition of approximately 370 luxury suites in the St. Regis Tower Suites Macao and the development of approximately 290 additional premium quality suites in the Four Seasons Tower Suites Macao. These developments and any other construction projects we undertake will entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and features. Construction contractors or counterparties for our current projects may be required to bear certain cost overruns for which they are contractually liable, and if such counterparties are unable to meet their obligations, we may incur increased costs for such developments. In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure. If our management is unable to manage successfully our worldwide construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows.

The anticipated costs and completion dates for our current projects will be based on budgets, designs, development and construction documents and schedule estimates that will be prepared with the assistance of architects and other construction development consultants and that are subject to change as the design, development and construction documents are finalized and as actual construction work is performed. A failure to complete our projects on budget or on schedule may have a material adverse effect on our financial condition, results of operations and cash flows.

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 HK dollars. The Macao pataca is pegged to the HK dollar (which is pegged to the US$) and, in many cases, is used interchangeably with the HK 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.

19

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 HK 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 incremental 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.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

We maintain property damage and business interruption insurance, as well as crime and fidelity insurance. We are party to a terrorism insurance policy that provides us with coverage of losses resulting from terrorist acts. However, these types of acts could expose us to losses that exceed our coverage and could have a significant negative impact on our operations.

We may not have sufficient insurance coverage in the event of a catastrophic property or casualty loss. We may also suffer disruption of our business in the event of a terrorist attack or other catastrophic property or casualty loss or be subject to claims by third parties injured or harmed. While we currently carry general liability insurance and business interruption insurance, such insurance may not be adequate to cover all losses in such event. In the event that insurance premiums increase, we may not be able to maintain the insurance coverage we currently have or otherwise be able to maintain adequate insurance protection.

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 leisure and business tourism destination, as well as the results of operations of our properties, could be negatively impacted.

Conducting business in Macao 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, The Plaza Macao and Sands Macao. 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 by changes in policies of the government or changes in laws and regulations or their interpretations. Our operations in Macao are also exposed to the risk of changes in laws and policies that govern operations of companies based in Macao. Jurisdictional tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability. These changes may have a material adverse effect on our financial condition, results of operations and cash flows.

Current Macao 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 our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao. These laws and regulations are complex and a court or an administrative or regulatory

20

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 are subject to administrative review and approval by various government agencies. We cannot assure you 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 laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues.

On October 6, 2014, the Macao Government approved smoking control legislation, which prohibits smoking in casinos. This legislation, as amended on July 14, 2017 and effective as of January 1, 2018, permits casinos to maintain designated smoking rooms opened to the public, as long as such rooms comply with certain conditions, namely that no gaming equipment is installed within a radius of three meters from their entrance doors, that they are physically separated from the remaining areas, and that no activity other than smoking is conducted inside the rooms including gaming. 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 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.

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

We face global cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer malware such as viruses, denial of service, ransomware attacks that encrypt, exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data, and other forms of electronic security breaches.

Our business requires the collection and retention of large volumes of customer and personal data, including credit card numbers and other personally identifiable information in various information systems we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of customer and company data are important to us. Our collection of such customer and company data is subject to extensive regulation by private groups such as the payment card industry as well as domestic and foreign governmental authorities, including gaming authorities. If a sophisticated cyber event occurs, our systems may be unable to satisfy applicable regulations or employee and customer expectations.

In addition, LVS, our parent, has experienced a sophisticated criminal cybersecurity attack in the past, including a breach of its information technology systems in which customer and company information was compromised and certain company data may have been destroyed, and LVS or we may experience additional cybersecurity attacks in the future, potentially with more frequency or sophistication. Our information systems and records, including those we maintain with our third-party service providers, as well as the systems of other third parties that share data with us under contractual agreements, may be subject to cyber-attacks and security

21

breaches, system failures, computer malware, including viruses, denial of service, ransomware attacks that encrypt, exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data. Our third-party information system service providers and other third parties that share data with us pursuant to contractual agreements face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security operations.

A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third- party service provider or other third party that shares data with us pursuant to contractual agreement could have an adverse effect on our reputation, cause a material disruption to our operations and management team and result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and regulatory fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreement and/or consumers whose data is or may be impacted. Such theft, loss or fraudulent use could also result in litigation by shareholders alleging our protections against cyber-attacks were insufficient, our response to an attack was faulty or insufficient care was taken in ensuring we were able to comply with cybersecurity, privacy or data protection regulations, protect data, identify risks and attacks, or respond to and recover from a cyber-attack, or by customers and other parties whose information was subject to such attacks. In addition, we may incur increased cybersecurity protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. There can be no assurance the insurance the Company has in place relating to cybersecurity risks will be sufficient in the event of a major cybersecurity event. Any of these events could have a material 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 gaming operations.

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 June 26, 2022, the date our subconcession agreement expires. 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’s shareholders on dividend distributions paid from VML gaming profits. VML has requested an additional agreement with the Macao Government to correspond to the income tax exemption for gaming operations; however, there is no certainty this tax arrangement will be extended beyond its expiration date. If the arrangement is not extended, a 12% tax would be due on the distributions from earnings generated after 2018, which could have a material adverse effect on our financial condition, results of operations and cash flows.

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

We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business, and we are subject to extensive background investigations and suitability standards in our gaming business. We also will become subject to regulation in any other jurisdiction where we choose to operate in the future. There can be no assurance we will be able to obtain new licenses or renew any of our existing licenses, or if such licenses are obtained, such licenses will not be conditioned, suspended or revoked; and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our business, financial condition, results of operations and cash flows.

22

We are a subsidiary of LVS and are therefore subject to regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. LVS entered into a comprehensive civil administrative settlement with the SEC on April 7, 2016, and a non-prosecution agreement with the DOJ on January 19, 2017, which resolve all inquiries related to these government investigations and include on-going reporting obligations to the SEC through June 2018 and to the DOJ through January 2020. Any violation of the FCPA could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Recently, various governmental authorities have evidenced an increased focus on the gaming industry and compliance with anti-money laundering laws and regulations. For instance, we are subject to regulation which, among other things, requires us to report to the various government authorities certain currency transactions in excess of applicable thresholds and certain suspicious activities where we know, suspect or have reason to suspect such transactions involve funds from illegal activity or are intended to violate certain laws or regulations or are designed to evade reporting requirements or have no business or lawful purpose. In addition, we are subject to various other rules and regulations involving reporting, recordkeeping and retention. Our compliance with these requirements is subject to periodic audits, and we may be subject to substantial civil and criminal penalties, including fines, if we fail to comply with applicable regulations. We are also subject to regulations set forth by the gaming authorities in the areas in which we operate. Any such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including Mr. Sheldon Gary Adelson and our other executive officers. The loss of Mr. Adelson’s services or the services of our other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

We compete for limited management and labor resources in Macao, and policies of government 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 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 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 other competitors expand their operations.

We may have to recruit managers and employees from other countries to adequately staff and manage our properties and certain Macao Government policies affect our ability to hire non-resident managers and employees in certain job classifications. Despite our coordination with the Macao labor and immigration authorities to assure 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

23

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.

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 previous construction of our Cotai 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 VML’s contractors will fulfill their obligations to employees hired under the labor quotas or to VML under the indemnification agreements, or 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.

Natural or man-made disasters, an outbreak of highly infectious disease, terrorist activity or war could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our business, financial condition, results of operations and cash flows.

So called “Acts of God,” such as typhoons and rainstorms, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious diseases, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect the number of visitors to our properties. Any of these events also may disrupt our ability to staff our business adequately, could generally disrupt our operations and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Although we have insurance coverage with respect to some of these events, we cannot assure you that any such coverage will be sufficient to indemnify us fully against all direct and indirect costs, including any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties.

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

We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured. Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than players who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

During the year ended December 31, 2017 and the six months ended June 30, 2018, approximately 15.4% and 15.0%, respectively, of our table games drop at our properties, was from credit-based wagering. We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible.

In particular, we expect our operations will be able to enforce gaming debts only in a limited number of jurisdictions, including Macao. To the extent our gaming customers and gaming promoters are from other

24

jurisdictions, our operations may not have access to a forum in which it will be possible to collect all gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and our operations may encounter forums that will refuse to enforce such debts. Moreover, under applicable law, our operations remain obligated to pay taxes on uncollectible winnings from customers.

Even where gaming debts are enforceable, they may not be collectible. Our inability to collect gaming debts could have a significant adverse effect on our cash flows.

We face the risk of fraud and cheating.

Our gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and cash flows.

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

We endeavor to establish, protect and enforce our intellectual property, including our trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information. There can be no assurance, however, that the steps we take to protect our intellectual property will be sufficient. If a third party successfully challenges our trademarks, we could have difficulty maintaining exclusive rights. If a third party claims that we have infringed, currently infringe, or could in the future infringe upon its intellectual property rights, we may need to cease use of such intellectual property, defend our rights or take other steps. In addition, if third parties violate their obligations to us to maintain the confidentiality of our proprietary information or there is a security breach or lapse, or if third parties misappropriate or infringe upon our intellectual property, our business may be affected. Our inability to adequately obtain, maintain or defend our intellectual property rights for any reason could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to the Exchange Offer

If you choose not to exchange your Outstanding Notes, the present transfer restrictions will remain in force and the market price of your Outstanding Notes could decline.

If you do not exchange your Outstanding Notes for Notes under the exchange offer, then you will continue to be subject to the transfer restrictions on the Outstanding Notes as set forth in the final offering memorandum distributed in connection with the private offering of the Outstanding Notes. In general, the Outstanding Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act. You should refer to the section of the prospectus entitled “The Exchange Offer” for information about how to tender your Outstanding Notes.

The tender of Outstanding Notes under the exchange offer will reduce the principal amount of the Outstanding Notes, which may have an adverse effect upon, and increase the volatility of, the market price of the Outstanding Notes due to reduction in liquidity.

25

As a result of our consummation of the exchange offer, holders of the Outstanding Notes who do not tender their Outstanding Notes will generally have no further rights under the registration rights agreement, including registration rights and the right to receive additional interest under certain circumstances.

If we consummate the exchange offer in satisfaction of our obligations under the registration rights agreement, holders who do not tender their Outstanding Notes will generally have no further registration rights or any right to receive additional interest under certain circumstances pursuant to the registration rights agreement or otherwise, except as specified in the registration rights agreement.

You must comply with the exchange offer procedures in order to receive freely tradable Notes.

Delivery of the Notes in exchange for the Outstanding Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

• certificates for the Outstanding Notes or a book-entry confirmation of a book-entry transfer of the Outstanding Notes into the exchange agent’s account at DTC, as a depository, including an agent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;

• a completed and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal; and

• any other documents required by the letter of transmittal.

Therefore, holders of the Outstanding Notes who would like to tender the Outstanding Notes in exchange for Notes should be sure to allow enough time for the Outstanding Notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of Outstanding Notes for exchange. Outstanding Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and will no longer have the registration and other rights under the registration rights agreement. See “The Exchange Offer—Procedures for Tendering.”

We may make repurchases of Outstanding Notes or pay those notes at maturity and any repurchases or repayments could be more favorable to holders of Outstanding Notes than the terms of this exchange offer.

We may, at any time, purchase Outstanding Notes in the open market, in privately negotiated transactions, through subsequent tender offers or otherwise. If any Outstanding Notes remain outstanding after consummation of the exchange offer, we may also pay in full at maturity those notes. Any other purchases may be on the same terms or on terms which may be more or less favorable to holders than the terms of the exchange offer. Any other purchases by us will depend on various factors existing at that time. The exchange offer will not prevent us from exercising our rights under the Indenture to defease or otherwise discharge our obligations with respect to the Outstanding Notes.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the Notes.

Based on the position of the SEC enunciated in Exxon Capital Holdings Corporation or similar interpretive letters, we believe that you may offer for resale, resell or otherwise transfer the Notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your Notes. In these cases, if you transfer any Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your Notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

26

Some holders who exchange their Outstanding Notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Outstanding Notes in the exchange offer for the purpose of participating in a distribution of the Notes, you may be deemed to have received restricted securities. If you are deemed to have received restricted securities, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The exchange offer will result in reduced liquidity and fewer rights for the Outstanding Notes

The Outstanding Notes are listed on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only. To the extent the exchange offer is successful, the trading market for Outstanding Notes that are not tendered and exchanged will become very limited due to the reduction in the amount of Outstanding Notes outstanding after the exchange offer, which might adversely affect the liquidity and market price of such Outstanding Notes. The Outstanding Notes may trade at a significant discount depending on prevailing interest rates, the market for Outstanding Notes with similar credit features, our performance and other factors. Furthermore, the prices at which any such trading occurs in the Outstanding Notes could be extremely volatile. Holders of Outstanding Notes not tendered and exchanged may attempt to obtain quotations for their Outstanding Notes from their brokers; however, there can be no assurance that an active market in the Outstanding Notes will exist following consummation of the exchange offer and no assurance can be given as to the prices at which the Outstanding Notes may trade.

Risks Related to the Notes

We have a substantial amount of indebtedness, which could have important consequences for holders of the Notes and significant effects on our business and future operations.

We have a substantial amount of debt in relation to our equity. As of June 30, 2018, after giving effect to the offering of the Outstanding Notes and the use of proceeds therefrom and to this exchange offer, we would have had total long-term indebtedness of US$5.5 billion, consisting of the Outstanding Notes and the Notes.

Our substantial indebtedness may make it more difficult for us to satisfy our obligations with respect to the Notes, increase our vulnerability to general adverse economic and industry conditions, impair our ability to obtain additional financing in the future for working capital needs, capital expenditure, acquisitions or general corporate purposes, require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available to us for our operations or expansion of our existing operations, limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, place us at a competitive disadvantage as compared to our competitors, to the extent that they are not as leveraged, subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt bears interest at variable rates, cause us to incur additional expenses by hedging interest rate exposures of our debt and exposure to hedging counterparties’ failure to pay under such hedging arrangements, which would reduce the funds available for us for our operations; and in the event we or one of our subsidiaries were to default, result in the loss of all or a substantial portion of our and our subsidiaries’ assets, over which our lenders have taken or will take security. Any of these or other consequences or events could have a material adverse effect on our ability to satisfy our other debt obligations, including the Notes.

In addition, under the terms of the Indenture, we are permitted to incur additional indebtedness, some of which may be senior secured indebtedness. If we incur additional indebtedness, the risks described above will be exacerbated.

27

Claims by our secured creditors will have priority with respect to their security over the claims of the holders of the Notes, to the extent of the value of the assets securing such indebtedness.

Claims by our secured creditors will have priority with respect to the assets securing their indebtedness over the claims of holders of the Notes. As such, the claims of the holders of the Notes will be effectively subordinated to any secured indebtedness and other secured obligations of the Company to the extent of the value of the assets securing such indebtedness or other obligations. As of June 30, 2018, after giving effect to the offering of the Notes and the use of a portion of proceeds therefrom to repay in full our outstanding borrowings under the VML Credit Facility and after giving effect to this exchange offer, the Company would have had no secured indebtedness, although prior to our entry into the SCL Credit Facility, which occurred on November 20, 2018, and the termination of the VML Credit Facility, which occurred on November 20, 2018, effective as of November 21, 2018 VML’s obligations under the VML Credit Facility were secured by the assets of VML and its subsidiaries. We may incur additional secured indebtedness or other secured obligations in the future, all of which will be effectively senior to the Notes to the extent of the value of the collateral securing such obligations.

The Notes will be structurally subordinated to the liabilities of our subsidiaries.

Our subsidiaries will not have any obligations to pay amounts due under the Notes or to make funds available for that purpose. In the event that any of our subsidiaries becomes insolvent, is liquidated, reorganized or dissolved or is otherwise wound up other than as a part of a solvent transaction:

• the creditors of the Company (including the holders of the Notes) will have no right to proceed against the assets of such subsidiary; and

• creditors of such subsidiary, including trade creditors, and any preferred shareholders of such subsidiary will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Company, as a direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

We used a portion of the net proceeds from the offering of the Outstanding Notes to repay in full our outstanding borrowings under the VML Credit Facility. However, the 2016 VML Revolving Facility remained outstanding following the consummation of that offering and the Outstanding Notes were structurally subordinated to any borrowings under such facility. As of November 20, 2018, effective as of November 21, 2018 the VML Credit Facility was repaid and cancelled in full and replaced by the unsecured SCL Credit Facility, pursuant to which the Company is a borrower.

The limited covenants in the Indenture may not protect against developments that may impair our ability to repay the Notes or the trading price for the Notes.

The Indenture does not:

• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the Notes if we experience significant adverse changes in our financial condition or results of operations;

• limit our ability to incur indebtedness that is senior or equal in right of payment to the Notes;

• limit our subsidiaries’ ability to incur unsecured indebtedness, all of which would be structurally senior to the Notes; or

• restrict our ability to make investments or to repurchase, or pay dividends or make other payments in respect of, our ordinary shares or other securities ranking junior to the Notes.

An increase in the level of our indebtedness, or other events that could adversely affect our business, financial condition, results of operations or prospects, may cause rating agencies to downgrade any credit ratings

28

on the Notes, which could adversely affect their trading price and liquidity, and downgrade our corporate rating generally, which could increase our cost of borrowing, limit our access to the capital markets and result in more restrictive covenants in future debt agreements.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to make scheduled payments due on our existing and anticipated debt obligations, including the Notes, and fund working capital needs, planned capital expenditure and development efforts will depend on our ability to generate sufficient operating cash flow from our projects. Our ability to obtain cash to service our existing and projected debts is subject to a range of economic, financial, competitive, regulatory, business and other factors, many of which are beyond our control, including:

• our future operating performance;

• the demand for services that we provide;

• general economic conditions and economic conditions affecting Macao or the gaming industry in particular;

• our ability to hire and retain employees and management at a reasonable cost;

• competition; and

• legislative and regulatory factors affecting our operations and business.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness, including the Notes, on or before the maturity date, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to sell assets or restructure or refinance our indebtedness, including the Notes, will depend on the condition of the financing and capital markets, our financial condition and our ability to obtain requisite governmental approvals at such time.

Any refinancing of any of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations. The terms of existing or future debt instruments, including the Indenture, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in downgrades of any credit ratings we or the Notes may have at such time, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could materially adversely affect our business, prospects, financial condition and results of operations, as well as our ability to satisfy our obligations with respect to the Notes.

If we are unable to comply with the restrictions and covenants in our debt agreements, including the Indenture, there could be a default under the terms of these agreements or the Indenture, which could cause repayment of our debt to be accelerated.

If we are unable to comply with the restrictions and covenants in our current or future debt and other agreements, or the Indenture, there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could terminate their commitments to lend to us, accelerate repayment of the debt and declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, some of our debt agreements, including the Indenture, contain or will contain, as applicable, cross-acceleration or cross-default provisions. As a result, our default under one debt agreement may cause the acceleration of repayment of debt or result in a default under our other debt agreements, including

29

the Indenture. If any of these events occur, we cannot assure you that our assets and cash flow would be sufficient to repay in full all of our indebtedness, or that we would be able to obtain alternative financing on reasonable terms or at all.

Our subsidiaries are subject to restrictions on the payment of dividends and the repayment of intercompany loans or advances to us and our subsidiaries.

As a holding company, we depend on the receipt of dividends and the interest or principal payments on intercompany loans or advances from our subsidiaries to satisfy our obligations, including our obligations under the Notes. The ability of our subsidiaries to pay dividends and make payments on intercompany loans or advances to their shareholders is subject to, among other things, distributable earnings, cash flow conditions, restrictions contained in the articles of association of our subsidiaries, and applicable laws. Certain of our subsidiaries have incurred debt in their own name and may do so again in the future, and the instruments governing such debt may require the lenders’ consent prior to the subsidiaries declaring dividends or otherwise restrict dividends or other distributions on their equity interests to us. These restrictions could reduce the amounts that we receive from our subsidiaries, which would restrict our ability to meet our payment obligations under the Notes.

As a result of the foregoing, we cannot assure you that we will have sufficient cash flow from dividends or payments on intercompany loans or advances from our subsidiaries to satisfy our obligations under the Notes.

We may not be able to repurchase the Notes upon the occurrence of certain events.

We must offer to purchase the Notes upon the occurrence of certain specified change of control triggering events or specified investor put option triggering events at a purchase price equal to 101% or 100% of the principal amount, respectively, plus accrued and unpaid interest. See “Description of Notes.” Furthermore, we may redeem the Notes if certain changes in tax law impose withholding taxes on amounts payable on the Notes, and, as a result, we are required to pay additional amounts with respect to such withholding taxes. See “Description of Notes.”

The sources of funds for any such purchases would be our available cash or third-party financing. However, we may not have enough available funds at the time of the occurrence of any change of control triggering events or investor put option triggering events to make purchases of outstanding Notes. Our failure to make a required offer to purchase or to purchase the outstanding Notes would constitute an event of default under the Notes. The event of default may, in turn, constitute an event of default under other indebtedness, any of which could cause the related debt to be accelerated after any applicable notice or grace periods. If our other debt were to be accelerated, we may not have sufficient funds to purchase the Notes and repay the debt.

In addition, the definition of change of control for purposes of the Indenture will not necessarily afford protection for the holders of the Notes in the event of some highly leveraged transactions, including certain acquisitions, mergers, refinancing, restructurings or other recapitalizations, although these types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings. The definition of change of control for purposes of the Indenture also includes a phrase relating to the sale of “all or substantially all” of our assets. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition under applicable law. Accordingly, our obligation to make an offer to purchase the Notes and the ability of a holder of the Notes to require us to purchase its Notes pursuant to the offer as a result of a highly-leveraged transaction or a sale of less than all of our assets may be uncertain.

The insolvency laws of the Cayman Islands may provide you with less protection than U.S. bankruptcy law.

The Company is incorporated under the laws of the Cayman Islands. Accordingly, insolvency proceedings with respect to the Company would likely proceed under, and be governed by, Cayman Islands insolvency law.

30

Cayman Islands insolvency laws may not be as favorable to investors as the laws of the United States or other jurisdictions with which investors are familiar.

You may have difficulty enforcing judgments obtained against us.

The Company is a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. All of our current operations and administrative and corporate functions are conducted in Macao and Hong Kong. In addition, the majority of our directors and officers are nationals and/or residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in Cayman Islands, Macao and Hong Kong courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands, Macao or Hong Kong would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, it is uncertain whether such Cayman Islands, Macao or Hong Kong courts would be competent to hear original actions brought in the Cayman Islands, Macao or Hong Kong against us or such persons predicated upon the securities laws of the United States or any state.

An active trading market for the Notes may not develop.

The Notes are new issues of securities for which there is currently no trading market. Application will be made for the listing of the Notes on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only. We cannot assure you that we will obtain or be able to maintain a listing of the Notes on the Hong Kong Stock Exchange, or that, if listed, an active trading market for the Notes of any series will develop or be sustained. If an active trading market for the Notes of any series does not develop or is not sustained, the market price and liquidity of such Notes may be adversely affected.

The liquidity and prices of the Notes may be volatile.

Even if an active trading market for the Notes of a series develops, the prices and trading volumes of such Notes may be highly volatile. Factors such as variations in our revenues, earnings and cash flows and proposals of new investments, strategic alliances or acquisitions, interest rates, the general state of the securities market (including the market for debt issued by other companies and debt issued by governments), market conditions in our industry and fluctuations in prices for comparable companies could result in large and sudden changes in the volume and price at which such Notes will trade.

We may elect to redeem the Notes prior to their maturity.

Pursuant to terms of each series of Notes, we may elect to redeem such Notes prior to their maturity in whole or in part at the price specified in the section entitled “Description of Notes—Optional Redemption.” The date on which we elect to redeem such Notes may not accord with the preference of particular noteholders. In addition, a noteholder may not be able to reinvest the redemption proceeds in comparable securities at the same rate of return of such Notes.

31

We will follow the applicable corporate disclosure standards for debt securities which are issued to Professional Investors only and listed on the Hong Kong Stock Exchange, and such standards may be different from those applicable to debt securities listed in certain other countries.

We will be subject to reporting obligations in respect of the Notes to be listed on the Hong Kong Stock Exchange. The disclosure standards imposed by the Hong Kong Stock Exchange may be different than those imposed by securities exchanges in other countries or regions such as the United States. As a result, the level of information that is available may not correspond to what investors in the Notes are accustomed to. See “Description of Notes—Certain Covenants—Reports.”

32

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Notes. In consideration for issuing the Notes as contemplated in this prospectus, we will receive in exchange a like principal amount of Outstanding Notes, the terms of which are identical in all material respects to the Notes. The Outstanding Notes surrendered in exchange for the Notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the Notes will not result in any change in our capitalization or result in any increase in our indebtedness.

The net proceeds to us from the issuance of the Outstanding Notes were approximately US$5.45 billion, after deducting the discounts of the initial purchasers and other offering expenses payable by us. We used a portion of the net proceeds to repay in full our outstanding borrowings under the VML Credit Facility. We will use the remaining net proceeds from the offering of the Outstanding Notes for general corporate purposes, including capital expenditures.

33

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of June 30, 2018 (i) on an actual basis and (ii) as adjusted to give effect to the net proceeds from the issuance of the Outstanding Notes, after deducting the discounts of the initial purchasers and other offering expenses payable by us, and to this exchange offer. The issuance of the Notes will not result in any change in our capitalization or result in any increase in our indebtedness. See “Use of Proceeds.”

The following table should be read in conjunction with “Selected Financial Information” and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 30, 2018
	Actual		As Adjusted
	(unaudited, US$ in millions)
Cash and cash equivalents	$	1,063	$	1,693
Restricted cash		12		12
Total cash	$	1,075	$	1,705
Long-term debt VML Term Loan Facility		4,317		—
VML Revolving Credit Facility(i)		497		—
Outstanding Notes(ii) and Notes offered hereby		—		5,500
Total long-term debt		4,814		5,500
Total equity(iii)		3,501		3,428
Total capitalization	$	8,315	$	8,928

(i) On November 20, 2018 we entered into the SCL Credit Facility with a borrowing capacity of US$2.0 billion and on November 20, 2018, effective as of November 21, 2018 we canceled the remaining commitments of US$2.0 billion under the VML Credit Facility.

(ii) Excludes original issue discount and deferred financing costs related to the issuance of the Notes totaling US$53 million.

(iii) The “As Adjusted” balance includes the elimination of US$73 million unamortized deferred financing costs related to the term loans under the VML Credit Facility.

Except as otherwise disclosed above, there has been no material change in our capitalization since June 30, 2018.

34

SELECTED FINANCIAL INFORMATION

The following selected historical financial and other data as of and for the years ended December 31, 2015, 2016 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected historical financial and other data as of and for the years ended December 31, 2013 and 2014 have been derived from our audited consolidated financial statements not included in this prospectus. The following selected historical financial and other data as of and for the six months ended June 30, 2017 and 2018 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited information on the same basis as the audited consolidated financial statements, and have included, in our opinion, all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. Our audited and unaudited consolidated financial statements are prepared in accordance with IFRS.

We adopted IFRS 15, Revenue from Contracts with Customers, effective January 1, 2018 by applying the full retrospective method. See Note 2 (b) “Summary of Significant Accounting Policies—Change in Accounting Policies and Disclosures” to our audited consolidated financial statements and Note 3 “Changes in Accounting Policies and Disclosures” to our unaudited condensed consolidated financial statements included in this prospectus for further information regarding these changes. Revenues and operating expenses for the years ended December 31, 2013 and 2014 were not revised and are presented in accordance with International Accounting Standard 18, Revenue, and related interpretations.

You should read this section in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those financial statements and the notes to those statements included elsewhere in this prospectus. The results for any historical period are not necessarily indicative of the results of operations to be expected in any future period.

	Year Ended December 31,															Six Months Ended June 30,
	2013			2014			2015			2016			2017			2017			2018
	(US$ in millions)
Consolidated income statement data
Net revenues	$	8,908		$	9,505		$	6,683		$	6,543		$	7,586		$	3,635		$	4,265
Total operating expenses	$	(6,618	)	$	(6,881	)	$	(5,164	)	$	(5,191	)	$	(5,813	)	$	(2,875	)	$	(3,204	)
Operating profit	$	2,290		$	2,624		$	1,519		$	1,352		$	1,773		$	760		$	1,061
Interest income		14			22			11			3			5			3			3
Interest expense, net of amounts capitalized		(87	)		(72	)		(60	)		(86	)		(153	)		(73	)		(88	)
Loss on modification or early retirement of debt		—			(18	)		—			(1	)		—			—			—
Profit before income tax	$	2,217		$	2,556		$	1,470		$	1,268		$	1,625		$	690		$	976
Income tax expense		(2	)		(8	)		(11	)		(44	)		(22	)		(12	)		3
Profit attributable to equity holders of the Company	$	2,215		$	2,548		$	1,459		$	1,224		$	1,603		$	678		$	979
Adjusted Property EBITDA(i)	$	2,900		$	3,261		$	2,223		$	2,244		$	2,611		$	1,227		$	1,539
Capital expenditures	$	610		$	937		$	1,265		$	1,151		$	477		$	223		$	219
Consolidated balance sheet and other financial data (at period end)(ii)
Total assets	$	11,466		$	11,348		$	10,772		$	11,183		$	10,647		$	10,647		$	10,345
Long-term debt(iii)		3,209			3,208			3,389			4,388			4,348			4,913			4,814
Total equity	$	6,450		$	6,429		$	5,839		$	5,007		$	4,538		$	3,607		$	3,501
Total debt(iv)	$	3,209		$	3,208		$	3,389		$	4,388		$	4,348		$	4,913		$	4,814

35

	Year Ended December 31,															Six Months Ended June 30,
	2013			2014			2015			2016			2017			2017			2018
	(US$ in millions)
Less: Cash and cash equivalents		(2,943	)		(2,535	)		(1,283	)		(1,284	)		(1,239	)		(781	)		(1,063	)
Restricted cash and cash equivalents		(6	)		(7	)		(8	)		(10	)		(11	)		(10	)		(12	)
Net debt(iv)	$	260		$	666		$	2,098		$	3,094		$	3,098		$	4,122		$	3,739
Ratio of total debt to Adjusted Property EBITDA		1.1	x		1.0	x		1.5	x		2.0	x		1.7	x		N/A			N/A
Ratio of net debt to Adjusted Property EBITDA		0.1	x		0.2	x		0.9	x		1.4	x		1.2	x		N/A			N/A

(i) “Adjusted Property EBITDA,” which is a non-IFRS financial measure, is profit attributable to equity holders of the Company before share-based compensation, corporate expense, pre-opening expense, depreciation and amortization, net foreign exchange gains/(losses), impairment loss, gain/(loss) on disposal of property and equipment, investment properties and intangible assets, interest, gain/(loss) on modification or early retirement of debt and income tax benefit/(expense). Management utilizes Adjusted Property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated resort companies have historically reported Adjusted Property EBITDA as a supplemental performance measure to IFRS financial measures. In order to view the operations of their properties on a more stand-alone basis, integrated resort companies, including the Company, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their Adjusted Property EBITDA calculations. Adjusted Property EBITDA should not be interpreted as an alternative to operating profit (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with IFRS. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in Adjusted Property EBITDA. Not all companies calculate Adjusted Property EBITDA in the same manner. As a result, Adjusted Property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies. For a quantitative reconciliation of Adjusted Property EBITDA to its most directly comparable IFRS measurement, see the table below.

36

	Year Ended December 31,															Six Months Ended June 30,
	2013			2014			2015			2016			2017			2017			2018
	(US$ in millions)
Profit attributable to equity holders of the Company	$	2,215		$	2,548		$	1,459		$	1,224		$	1,603		$	678		$	979
Income tax expense (benefit)		2			8			11			44			22			12			(3	)
Loss on modification or early retirement of debt		—			18			—			1			—			—			—
Interest expense, net of amount capitalized		87			72			60			86			153			73			88
Interest income		(14	)		(22	)		(11	)		(3	)		(5	)		(3	)		(3	)
Loss on disposal of property and equipment, investment properties and intangible assets		19			3			20			12			12			5			93
Net foreign exchange (losses)/gains		6			2			(1	)		(1	)		11			7			4
Depreciation and amortization		499			524			535			611			676			385			308
Pre-opening expense		12			25			45			127			7			6			3
Corporate expense		62			60			86			128			120			57			62
Share-based compensation, net of amount capitalized		12			23			19			15			12			7			8
Adjusted Property EBITDA	$	2,900		$	3,261		$	2,223		$	2,244		$	2,611		$	1,227		$	1,539

(ii) On August 9, 2018, we issued US$1.8 billion Outstanding 2023 Notes, US$1.8 billion Outstanding 2025 Notes and US$1.9 billion Outstanding 2028 Notes. The net proceeds from the offering of the Outstanding Notes were approximately US$5.45 billion, after deducting the discounts of the initial purchasers and other offering expenses payable by us. We used a portion of the net proceeds from the offering of the Outstanding Notes to repay in full our outstanding borrowings under the VML Credit Facility. We will use the remaining net proceeds from the offering of the Outstanding Notes for general corporate purposes, including capital expenditures.

(iii) Excludes deferred financing costs totaling US$69 million, US$93 million, US$84 million, US$94 million, US$73 million and US$84 million, respectively, and finance leases of US$90 million, US$85 million, US$80 million, US$80 million, US$137 million and US$135 million, respectively.

(iv) Excludes deferred financing costs totaling US$69 million, US$93 million, US$84 million, US$94 million, US$73 million and US$84 million, respectively, and finance leases of US$90 million, US$85 million, US$80 million, US$80 million, US$137 million and US$135 million, respectively.

37

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion should be read in connection with “Selected Financial Information” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Forward-Looking Statements” regarding these statements. Our historical consolidated financial statements have been prepared in accordance with IFRS and have been adjusted retrospectively to reflect the impact of adopting the provisions of IFRS 15, Revenue from Contracts with Customers. For additional information, see Note 2 of our audited financial statements included elsewhere in this prospectus.

Overview

We are the leading developer, owner and operator of large-scale integrated resorts in Macao, as measured by Adjusted Property EBITDA for the year ended December 31, 2017. VML, our subsidiary, holds one of six concessions or subconcessions permitted by the Macao Government to operate casinos or gaming areas in Macao. Macao is the largest gaming market in the world as measured by casino gaming revenue and is the only location in China offering legalized casino gaming.

We developed, own and operate The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Sands Macao. We also own Cotai Expo, one of the largest convention and exhibition centers in Asia, as well as Macao’s largest entertainment venue, the Cotai Arena. As at June 30, 2018, our properties collectively feature over 12,500 luxury suites and hotel rooms, nearly 150 different restaurants and food outlets, spas, theaters for live performances, as well as other integrated resort amenities.

Our business strategy is to develop Cotai and to leverage our large-scale integrated resort business model to create Asia’s premier gaming, leisure, convention and meetings destination. Our interconnected integrated resorts, which have a wide range of branded hotel and resort offerings, are designed to attract different segments of the market all year round. We believe our business strategy and development plan will allow us to achieve more consistent demand, longer average length of stay in our hotels, more diversified sources of revenue and higher margins than more gaming-centric facilities.

We previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks and expanded retail and food and beverage venues. We will add approximately 370 luxury suites in the St. Regis Tower Suites Macao. Design work is nearing completion and construction is being initiated and will be phased to minimize disruption during the property’s peak periods. We expect the additional St. Regis Tower Suites Macao to be completed in the first quarter of 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

We also previously announced the Four Seasons Tower Suites Macao, which will feature approximately 290 additional premium quality suites. We have completed the structural work of the tower and have commenced preliminary build out of the suites. We expect the project to be completed in the first quarter of 2020.

We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we finalize our planning and design work and complete the projects. See “Risk Factors—Risks Related to Our Business—There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows.”

38

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

For the years ended December 31, 2015, 2016 and 2017, our total net revenues were US$6.68 billion, US$6.54 billion and US$7.59 billion, respectively, and our profit was US$1.46 billion, US$1.22 billion and US$1.60 billion, respectively. For the six months ended June 30, 2017 and 2018, our total net revenues were US$3.64 billion and US$4.27 billion, respectively, and our profit was US$0.68 billion and US$0.98 billion, respectively.

On August 9, 2018, we completed a private offering of US$1.8 billion Outstanding 2023 Notes, US$1.8 billion Outstanding 2025 Notes and US$1.9 billion Outstanding 2028 Notes, in a transaction exempt from the registration under the Securities Act. The net proceeds to us from the issuance of the Outstanding Notes were approximately US$5.45 billion, after deducting the discounts of the initial purchasers and other offering expenses payable by us. We used a portion of the net proceeds to repay in full our outstanding borrowings under the VML Credit Facility. We will use the remaining net proceeds from the offering of the Outstanding Notes for general corporate purposes, including capital expenditures.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with IFRS 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 currently available to us and on various other assumptions 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 financial condition and results of operations. Our critical accounting policies and estimates include the useful lives of investment properties and property, plant and equipment, impairment of assets, allowance for doubtful trade receivables and litigation provisions. We believe these critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For a discussion of these critical accounting policies and estimates, see Note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, Sands Cotai Central, The Parisian Macao and The Plaza Macao are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume. Operating revenues at the Sands Macao are principally driven by casino customers who visit the properties on a daily basis. The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements

Table games are segregated into two groups, consistent with the Macao market’s convention: Rolling Chip play (all VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is the sum of markers issued (credit instruments), cash deposited in the table drop box and gaming chips purchased or exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost are substantially higher than the amounts dropped. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling

39

Chip volume, Non-Rolling Chip drop or slot handle won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Based upon our mix of table games, our Rolling Chip win percentage is expected to be 3.0% to 3.3%. Generally, slot machine play is conducted on a cash basis. Approximately 15.4% and 15.0% of our table games play was conducted on a credit basis for the year ended December 31, 2017 and the six months ended June 30, 2018, respectively.

Hotel revenue measurements

Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily rate, which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements. Revenue per available room represents a summary of hotel average daily rates and occupancy. Because not all available rooms are occupied, average daily rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit, or rooms where guests check out early, may be re-sold to walk-in guests.

Mall revenue measurements

Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space that is currently under development or not on the market for lease. Base rent per square foot is the annualized base, or minimum, rent charge in effect at the end of the reporting period, which is calculated on a weighted average basis, for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

Results of Operations

Six months ended June 30, 2018 compared to six months ended June 30, 2017

Net Revenues

Our net revenues consisted of the following for the periods indicated:

	Six months ended June 30,
	2018		2017		Percent change
	(US$ in millions)
Casino	$	3,382	$	2,825		19.7	%
Rooms		357		297		20.2	%
Mall		233		235		(0.9	)%
Food and beverage		152		139		9.4	%
Convention, ferry, retail and other		141		139		1.4	%
Total net revenues	$	4,265	$	3,635		17.3	%

Net revenues were US$4.27 billion for the six months ended June 30, 2018, an increase of 17.3%, compared to US$3.64 billion for the six months ended June 30, 2017.

Casino Revenues. Our net casino revenues for the six months ended June 30, 2018 were US$3.38 billion, an increase of 19.7%, compared to US$2.83 billion for the six months ended June 30, 2017. The increase was

40

primarily attributable to an increase of US$259 million at The Venetian Macao and an increase of US$129 million at Sands Cotai Central. The following table summarizes the results of our casino activity for the periods indicated:

	Six months ended June 30,
	2018			2017			Change
	(US$ in millions)
The Venetian Macao
Total net casino revenues	$	1,393		$	1,134			22.8	%
Non-Rolling Chip drop		4,489			3,423			31.1	%
Non-Rolling Chip win percentage		24.4	%		25.6	%		(1.2	) pts
Rolling Chip volume		15,329			11,321			35.4	%
Rolling Chip win percentage		3.66	%		3.80	%		(0.14	) pts
Slot handle		1,656			1,334			24.1	%
Slot hold percentage		4.8	%		5.3	%		(0.5	) pts
Sands Cotai Central
Total net casino revenues	$	804		$	675			19.1	%
Non-Rolling Chip drop		3,395			2,836			19.7	%
Non-Rolling Chip win percentage		21.2	%		20.5	%		0.7	pts
Rolling Chip volume		5,000			5,421			(7.8	)%
Rolling Chip win percentage		3.33	%		3.05	%		0.28	pts
Slot handle		2,512			2,328			7.9	%
Slot hold percentage		4.0	%		4.0	%		—	pts
The Parisian Macao
Total net casino revenues	$	599		$	528			13.4	%
Non-Rolling Chip drop		2,143			1,956			9.6	%
Non-Rolling Chip win percentage		19.9	%		18.9	%		1.0	pts
Rolling Chip volume		9,077			7,482			21.3	%
Rolling Chip win percentage		3.26	%		3.36	%		(0.10	) pts
Slot handle		2,217			1,789			23.9	%
Slot hold percentage		2.5	%		3.6	%		(1.1	) pts
The Plaza Macao
Total net casino revenues	$	278		$	180			54.4	%
Non-Rolling Chip drop		734			597			22.9	%
Non-Rolling Chip win percentage		24.8	%		23.1	%		1.7	pts
Rolling Chip volume		5,704			4,247			34.3	%
Rolling Chip win percentage		3.49	%		2.66	%		0.83	pts
Slot handle		270			194			39.2	%
Slot hold percentage		7.3	%		7.4	%		(0.1	) pts
Sands Macao
Total net casino revenues	$	308		$	308			—	%
Non-Rolling Chip drop		1,316			1,239			6.2	%
Non-Rolling Chip win percentage		18.4	%		19.4	%		(1.0	) pts
Rolling Chip volume		2,271			2,881			(21.2	)%
Rolling Chip win percentage		3.80	%		3.01	%		0.79	pts
Slot handle		1,281			1,210			5.9	%
Slot hold percentage		3.2	%		3.3	%		(0.1	) pts

Room Revenues. Room revenues for the six months ended June 30, 2018 were US$357 million, an increase of 20.2%, compared to US$297 million for the six months ended June 30, 2017. The increase was mainly driven by increased demand at Sands Cotai Central and The Venetian Macao. During the six months ended June 30, 2018, there were approximately 18% fewer rooms available at The Parisian Macao compared to the six months

41

ended June 30, 2017 due to the construction work of combining and converting standard rooms to suites. The following table summarizes the results of our room activity for the periods indicated:

	Six months ended June 30,
	2018			2017			Change
	(US$ in millions, except average daily rate and revenue per available room)
The Venetian Macao
Total room revenues	$	109		$	82			32.9	%
Occupancy rate		95.8	%		89.6	%		6.2	pts
Average daily rate (in US$)		225			203			10.8	%
Revenue per available room (in US$)		215			182			18.1	%
Sands Cotai Central
Total room revenues	$	160		$	129			24.0	%
Occupancy rate		93.2	%		80.4	%		12.8	pts
Average daily rate (in US$)		154			144			6.9	%
Revenue per available room (in US$)		144			116			24.1	%
The Parisian Macao
Total room revenues	$	61		$	60			1.7	%
Occupancy rate		95.4	%		84.9	%		10.5	pts
Average daily rate (in US$)		150			136			10.3	%
Revenue per available room (in US$)		143			115			24.3	%
The Plaza Macao
Total room revenues	$	19		$	16			18.8	%
Occupancy rate		87.8	%		80.2	%		7.6	pts
Average daily rate (in US$)		316			357			(11.5	)%
Revenue per available room (in US$)		277			286			(3.1	)%
Sands Macao
Total room revenues	$	8		$	10			(20.0	)%
Occupancy rate		98.9	%		98.2	%		0.7	pts
Average daily rate (in US$)		162			193			(16.1	)%
Revenue per available room (in US$)		161			189			(14.8	)%

42

Mall Revenues. Mall revenues for the six months ended June 30, 2018 were US$233 million, remaining relatively constant as compared to US$235 million for the six months ended June 30, 2017. The following table summarizes the results of our mall activity on Cotai for the periods indicated:

	Six months ended June 30,
	2018(i)			2017			Change
	(US$ in millions, except per square foot amount)
The Venetian Macao
Total mall revenues	$	109		$	106			2.8	%
Mall gross leasable area (in square feet)		786,652			779,025			1.0	%
Occupancy		91.4	%		97.7	%		(6.3	) pts
Base rent per square foot (in US$)		262			245			6.9	%
Tenant sales per square foot (in US$)(ii)		1,656			1,340			23.6	%
Sands Cotai Central
Total mall revenues	$	29		$	33			(12.1	)%
Mall gross leasable area (in square feet)		517,238			425,630			21.5	%
Occupancy		90.9	%		93.5	%		(2.6	) pts
Base rent per square foot (in US$)		114			120			(5.0	)%
Tenant sales per square foot (in US$)(ii)		849			676			25.6	%
The Parisian Macao
Total mall revenues	$	30		$	34			(11.8	)%
Mall gross leasable area (in square feet)		295,896			299,053			(1.1	)%
Occupancy		90.7	%		92.7	%		(2.0	) pts
Base rent per square foot (in US$)		192			221			(13.1	)%
Tenant sales per square foot (in US$)(ii)		649			N/A			N/A
The Plaza Macao
Total mall revenues	$	64		$	63			1.6	%
Mall gross leasable area (in square feet)		258,264			259,533			(0.5	)%
Occupancy		98.8	%		99.5	%		(0.7	) pts
Base rent per square foot (in US$)		460			455			1.1	%
Tenant sales per square foot (in US$)(ii)		4,078			3,097			31.7	%

(i) Excludes the results of our mall operations at Sands Macao.

(ii) Tenant sales per square foot reflect sales from tenants only after the tenant has been open for a period of 12 months.

Food and beverage revenues. Food and beverage revenues for the six months ended June 30, 2018 were US$152 million, an increase of 9.4%, compared to US$139 million for the six months ended June 30, 2017. The increase was primarily driven by an increase in property visitation.

Convention, ferry, retail and other revenues. Convention, ferry, retail and other revenues for the six months ended June 30, 2018 were US$141 million, an increase of 1.4%, compared to US$139 million for the six months ended June 30, 2017. The increase was driven by ferry operation as a result of increase in ticket sales volume.

43

Operating Expenses

Our operating expenses consisted of the following:

	Six months ended June 30,
	2018			2017			Percent Change
	(US$ in millions)
Casino	$	2,078		$	1,764			17.8	%
Rooms		91			84			8.3	%
Mall		23			23			—	%
Food and beverage		125			118			5.9	%
Convention, ferry, retail and other		99			100			(1.0	)%
Recovery of doubtful accounts, net		(3	)		(1	)		200.0	%
General and administrative		321			326			(1.5	)%
Corporate		62			58			6.9	%
Pre-opening		3			6			(50.0	)%
Depreciation and amortization		308			385			(20.0	)%
Net foreign exchange losses		4			7			(42.9	)%
Loss on disposal of property and equipment, investment properties and intangible assets		93			5			1,760.0	%
Total operating expenses	$	3,204		$	2,875			11.4	%

Operating expenses were US$3.20 billion for the six months ended June 30, 2018, an increase of 11.4%, compared to US$2.88 billion for the six months ended June 30, 2017. The increase in operating expenses was primarily due to increases of business volumes across the majority of business categories.

Casino expenses for the six months ended June 30, 2018 were US$2.08 billion, an increase of 17.8%, compared to US$1.76 billion for the six months ended June 30, 2017. The increase was primarily due to an increase in gaming taxes as a result of increased casino revenues.

Room expenses for the six months ended June 30, 2018 were US$91 million, an increase of 8.3%, compared to US$84 million for the six months ended June 30, 2017. The increase was mainly driven by increases in payroll and other operating expenses as a result of higher hotel occupancy.

Food and beverage expenses for the six months ended June 30, 2018 were US$125 million, an increase of 5.9%, compared to US$118 million for the six months ended June 30, 2017. The increase was primarily driven by increases in cost of sales and other operating expenses consistent with higher business volumes.

Recovery of doubtful accounts were US$3 million for the six months ended June 30, 2018, compared to US$1 million of recovery of doubtful accounts for the six months ended June 30, 2017. The increase was primarily driven by increased collections of previously reserved customer balance.

General and administrative expenses were US$321 million for the six months ended June 30, 2018, a decrease of 1.5%, compared to US$326 million for the six months ended June 30, 2017. The decrease was primarily driven by decreases in marketing and repairs and maintenance expenses.

Corporate expenses were US$62 million for the six months ended June 30, 2018, an increase of 6.9%, compared to US$58 million for the six months ended June 30, 2017. The increase was primarily driven by an increase in royalty fees for the operation of The Venetian Macao, The Plaza Macao and Sands Macao.

Pre-opening expenses were US$3 million for the six months ended June 30, 2018, a decrease of 50.0%, compared to US$6 million for the six months ended June 30, 2017. The decrease was primarily related to The Parisian Macao.

44

Depreciation and amortization expenses were US$308 million for the six months ended June 30, 2018, a decrease of 20.0%, compared to US$385 million for the six months ended June 30, 2017. During the year ended December 31, 2017, we completed an evaluation of the estimated useful lives of our property and equipment and investment properties and determined that changes to the useful lives of certain assets were appropriate. The impact of this change for the six months ended June 30, 2018 was a decrease in depreciation expense of US$82 million.

Net foreign exchange losses for the six months ended June 30, 2018 were US$4 million and were primarily associated with U.S. dollar denominated intercompany payables held in Macao. This compared with net foreign exchange losses of US$7 million for the six months ended June 30, 2017.

Loss on disposal of property and equipment, investment properties and intangible assets was US$93 million for the six months ended June 30, 2018, compared with a loss of US$5 million for the six months ended June 30, 2017. The increase was primarily due to a US$92 million write-off of costs related to the Four Seasons Tower Suites Macao.

Adjusted Property EBITDA

The following table summarizes information related to our segments for the periods indicated:

	Six months ended June 30,
	2018		2017		Percent Change
	(US$ in millions)
The Venetian Macao	$	679	$	547		24.1	%
Sands Cotai Central		377		276		36.6	%
The Parisian Macao		230		188		22.3	%
The Plaza Macao		145		111		30.6	%
Sands Macao		99		93		6.5	%
Ferry and other operations		9		12		(25.0	)%
Total Adjusted Property EBITDA	$	1,539	$	1,227		25.4	%

Adjusted Property EBITDA for the six months ended June 30, 2018 increased 25.4% to US$1.54 billion, compared to US$1.23 billion for the six months ended June 30, 2017. The increase was driven by the revenue increases in the majority of business categories. The management team continues to focus on operational efficiencies and cost control measures throughout both the gaming and non-gaming areas of the business.

Interest Expense

The following table summarizes information related to interest expense for the periods indicated:

	Six months ended June 30,
	2018			2017			Percent Change
	(US$ in millions)
Interest and other finance costs	$	89		$	74			20.3	%
Less: interest capitalized		(1	)		(1	)		—	%
Interest expense, net	$	88		$	73			20.5	%

Interest expense, net of amounts capitalized, was US$88 million for the six months ended June 30, 2018, compared to US$73 million for the six months ended June 30, 2017. The increase was primarily due to a US$15 million increase in interest and other finance costs, primarily driven by increases in interest rate and a

45

US$4 million increase in amortization of deferred financing cost due to adoption of IFRS 9. Our weighted average borrowing cost for the six months ended June 30, 2018 was approximately 3.0%, compared to 2.4% for the six months ended June 30, 2017.

Profit

Profit for the six months ended June 30, 2018 was US$979 million, an increase of 44.4% compared to US$678 million for the six months ended June 30, 2017.

Year ended December 31, 2017 compared to year ended December 31, 2016

Net Revenues

Our net revenues consisted of the following for the periods indicated:

	Year ended December 31,
	2017		2016		Percent Change
	(US$ in millions)
Casino	$	5,880	$	5,078		15.8	%
Rooms		651		536		21.5	%
Mall		479		420		14.0	%
Food and beverage		292		246		18.7	%
Convention, ferry, retail and other		284		263		8.0	%
Total net revenues	$	7,586	$	6,543		15.9	%

Net revenues were US$7.59 billion for the year ended December 31, 2017, an increase of 15.9% compared to US$6.54 billion for the year ended December 31, 2016. Net revenues increased in all business categories, mainly driven by a full year of operations at The Parisian Macao. We continued to enjoy Macao market-leading visitation and focused on driving the high-margin mass market gaming business, while providing luxury amenities and high service levels to our VIP and premium players.

46

Casino Revenues. Our net casino revenues for the year ended December 31, 2017 were US$5.88 billion, an increase of 15.8% compared to US$5.08 billion for the year ended December 31, 2016. The increase was mainly driven by a full year of operations at The Parisian Macao. The following table summarizes the results of our casino activity for the periods indicated:

	Year ended December 31,
	2017			2016			Change
	(US$ in millions)
The Venetian Macao
Total net casino revenues	$	2,362		$	2,286			3.3	%
Non-Rolling Chip drop		7,399			6,856			7.9	%
Non-Rolling Chip win percentage		25.2	%		25.2	%		—	pts
Rolling Chip volume		26,239			28,851			(9.1	)%
Rolling Chip win percentage		3.34	%		3.23	%		0.11	pts
Slot handle		2,929			3,790			(22.7	)%
Slot hold percentage		5.3	%		4.5	%		0.8	pts
Sands Cotai Central
Total net casino revenues	$	1,433		$	1,471			(2.6	)%
Non-Rolling Chip drop		5,996			5,992			0.1	%
Non-Rolling Chip win percentage		20.7	%		20.2	%		0.5	pts
Rolling Chip volume		10,621			12,329			(13.9	)%
Rolling Chip win percentage		3.09	%		3.41	%		(0.32	) pts
Slot handle		4,802			5,794			(17.1	)%
Slot hold percentage		4.1	%		3.6	%		0.5	pts
The Parisian Macao(i)
Total net casino revenues	$	1,120		$	315			255.6	%
Non-Rolling Chip drop		3,973			1,085			266.2	%
Non-Rolling Chip win percentage		19.6	%		18.5	%		1.1	pts
Rolling Chip volume		18,275			4,061			350.0	%
Rolling Chip win percentage		3.14	%		4.24	%		(1.10	) pts
Slot handle		3,729			974			282.9	%
Slot hold percentage		3.3	%		4.5	%		(1.2	) pts
The Plaza Macao
Total net casino revenues	$	391		$	392			(0.3	)%
Non-Rolling Chip drop		1,284			1,114			15.3	%
Non-Rolling Chip win percentage		22.7	%		21.9	%		0.8	pts
Rolling Chip volume		10,040			9,004			11.5	%
Rolling Chip win percentage		2.59	%		3.09	%		(0.50	) pts
Slot handle		436			414			5.3	%
Slot hold percentage		7.4	%		6.2	%		1.2	pts
Sands Macao
Total net casino revenues	$	574		$	614			(6.5	)%
Non-Rolling Chip drop		2,457			2,628			(6.5	)%
Non-Rolling Chip win percentage		19.0	%		18.6	%		0.4	pts
Rolling Chip volume		4,309			7,014			(38.6	)%
Rolling Chip win percentage		2.79	%		2.48	%		0.31	pts
Slot handle		2,420			2,583			(6.3	)%
Slot hold percentage		3.3	%		3.4	%		(0.1	) pts

(i) The Parisian Macao opened on September 13, 2016.

Room Revenues. Room revenues for the year ended December 31, 2017 were US$651 million, an increase of 21.5% compared to US$536 million for the year ended December 31, 2016. The increase was primarily driven

47

by a full year of operations at The Parisian Macao, and increased demand at Sands Cotai Central. During the year ended December 31, 2017, there were approximately 9% and 8% fewer average rooms available at The Plaza Macao and The Venetian Macao, respectively, compared to the year ended December 31, 2016. The following table summarizes the results of our room activity for the periods indicated:

	Year ended December 31,
	2017			2016			Change
	(US$ in millions, except average daily rate and revenue per available room)
The Venetian Macao
Total room revenues	$	179		$	177			1.1	%
Occupancy rate		91.4	%		86.0	%		5.4	pts
Average daily rate (in US$)		214			208			2.9	%
Revenue per available room (in US$)		196			179			9.5	%
Sands Cotai Central
Total room revenues	$	291		$	267			9.0	%
Occupancy rate		86.6	%		82.2	%		4.4	pts
Average daily rate (in US$)		149			145			2.8	%
Revenue per available room (in US$)		129			119			8.4	%
The Parisian Macao(i)
Total room revenues	$	128		$	36			255.6	%
Occupancy rate		90.4	%		90.5	%		(0.1	) pts
Average daily rate (in US$)		141			136			3.7	%
Revenue per available room (in US$)		128			123			4.1	%
The Plaza Macao
Total room revenues	$	34		$	36			(5.6	)%
Occupancy rate		82.1	%		75.3	%		6.8	pts
Average daily rate (in US$)		343			355			(3.4	)%
Revenue per available room (in US$)		281			268			4.9	%
Sands Macao
Total room revenues	$	19		$	20			(5.0	)%
Occupancy rate		97.7	%		97.1	%		0.6	pts
Average daily rate (in US$)		188			199			(5.5	)%
Revenue per available room (in US$)		184			193			(4.7	)%

(i) The Parisian Macao opened on September 13, 2016.

48

Mall Revenues. Mall revenues for the year ended December 31, 2017 increased 14.0%, to US$479 million, compared to US$420 million for the year ended December 31, 2016. The increase was primarily attributable to a US$43 million increase of mall revenues at the Shoppes at Parisian due to a full year of operations, as well as a US$11 million increase at the Shoppes at Venetian mainly driven by lease renewals and replacements that resulted in higher base rent. The following table summarizes the results of our mall activity for the periods indicated:

	Year ended December 31,
	2017			2016			Change
	(US$ in millions, except per square foot amount)
The Venetian Macao
Total mall revenues	$	219		$	208			5.3	%
Mall gross leasable area (in square feet)		786,429			777,413			1.2	%
Occupancy		97.2	%		97.6	%		(0.4	) pts
Base rent per square foot (in US$)		247			241			2.5	%
Tenant sales per square foot (in US$)(i)		1,389			1,326			4.8	%
Sands Cotai Central
Total mall revenues	$	63		$	62			1.6	%
Mall gross leasable area (in square feet)		424,309			407,065			4.2	%
Occupancy		93.5	%		96.7	%		(3.2	) pts
Base rent per square foot (in US$)		113			128			(11.7	)%
Tenant sales per square foot (in US$)(i)		744			882			(15.6	)%
The Parisian Macao(ii)
Total mall revenues	$	66		$	23			187.0	%
Mall gross leasable area (in square feet)		300,218			299,778			0.1	%
Occupancy		93.4	%		92.6	%		0.8	pts
Base rent per square foot (in US$)		218			222			(1.8	)%
Tenant sales per square foot (in US$)(i)		574			N/A			N/A
The Plaza Macao
Total mall revenues	$	131		$	127			3.1	%
Mall gross leasable area (in square feet)		257,859			259,410			(0.6	)%
Occupancy		99.6	%		99.3	%		0.3	pts
Base rent per square foot (in US$)		456			452			0.9	%
Tenant sales per square foot (in US$)(i)		3,500			3,004			16.5	%

(i) Tenant sales per square foot reflect sales from tenants only after the tenant has been open for a period of 12 months.

(ii) The Parisian Macao opened on September 13, 2016.

Food and beverage revenues. Food and beverage revenues for the year ended December 31, 2017 increased 18.7%, to US$292 million, compared to US$246 million for the year ended December 31, 2016. The increase was primarily due to a full year of operations at The Parisian Macao.

Convention, ferry, retail and other revenues. Convention, ferry, retail and other revenues for the year ended December 31, 2017 were US$284 million, an increase of 8.0% compared to US$263 million for the year ended December 31, 2016. The increase was primarily attributable to a full year of operations at The Parisian Macao, and increases in other business categories, such as convention, entertainment and ferry operations.

49

Operating Expenses

Our operating expenses consisted of the following:

	Year ended December 31,
	2017		2016			Percent change
	(US$ in millions)
Casino	$	3,646	$	3,165			15.2	%
Rooms		176		143			23.1	%
Mall		53		41			29.3	%
Food and beverage		241		201			19.9	%
Convention, ferry, retail and other		209		188			11.2	%
Provision for doubtful accounts, net		4		18			(77.8	)%
General and administrative		657		554			18.6	%
Corporate		121		131			(7.6	)%
Pre-opening		7		128			(94.5	)%
Depreciation and amortization		676		611			10.6	%
Net foreign exchange losses/(gains)		11		(1	)		(1,200.0	)%
Loss on disposal of property and equipment, investment properties and intangible assets		12		12			—	%
Total operating expenses	$	5,813	$	5,191			12.0	%

Operating expenses were US$5.81 billion for the year ended December 31, 2017, an increase of 12.0%, compared to US$5.19 billion for the year ended December 31, 2016. The increase in operating expenses was primarily due to increases of business volumes across all business categories, as well as a full year of operations at The Parisian Macao.

Casino expenses for the year ended December 31, 2017 were US$3.65 billion, an increase of 15.2% compared to US$3.16 billion for the year ended December 31, 2016. The increase was primarily driven by a full year of operations at The Parisian Macao

Room expenses for the year ended December 31, 2017 were US$176 million, an increase of 23.1% compared to US$143 million for the year ended December 31, 2016. The increase was due to a full year of operations at The Parisian Macao.

Mall expenses for the year ended December 31, 2017 were US$53 million, an increase of 29.3% compared to US$41 million for the year ended December 31, 2016. The increase was primarily due to a full year of operations at The Parisian Macao and higher promotional expenses.

Food and beverage expenses for the year ended December 31, 2017 were US$241 million, an increase of 19.9%, compared to US$201 million for the year ended December 31, 2016. The increase was primarily driven by a full year of operations at The Parisian Macao, as well as additional volume-related expenses at other properties.

Convention, ferry, retail and other expenses for the year ended December 31, 2017 were US$209 million, an increase of 11.2% compared to US$188 million for the year ended December 31, 2016. The increase was primarily driven by higher repair and maintenance, and fuel costs for our ferry operations, increases in entertainment expenses at the Cotai Arena, as well as a full year of operations at The Parisian Macao.

Provision for doubtful accounts, net for the year ended December 31, 2017 were US$4 million, a decrease of 77.8% compared to US$18 million for the year ended December 31, 2016. The decrease was primarily driven by increased collection of previously reserved customer balances during the year ended December 31, 2017, as compared to the prior year period.

50

General and administrative expenses were US$657 million for the year ended December 31, 2017, an increase of 18.6% compared to US$554 million for the year ended December 31, 2016. The increase was primarily driven by a full year of operations at The Parisian Macao.

Corporate expenses were US$121 million for the year ended December 31, 2017, a decrease of 7.6% compared to US$131 million for the year ended December 31, 2016. The decrease was primarily due to non- recurring legal costs during the year ended December 31, 2016, partially offset by higher royalty fees for the full year of operations at The Parisian Macao.

Pre-opening expenses were US$7 million for the year ended December 31, 2017, a decrease of 94.5% compared to US$128 million for the year ended December 31, 2016. The decrease was primarily due to pre-opening activities at The Parisian Macao, which opened on September 13, 2016.

Depreciation and amortization expense was US$676 million for the year ended December 31, 2017, an increase of 10.6% compared to US$611 million for the year ended December 31, 2016. The increase was primarily driven by a full year of depreciation of assets at The Parisian Macao, partially offset by a change in the estimated useful lives of our leasehold interests in land, land improvements, buildings and building improvements from a range of 15 to 40 years to 10 to 50 years from the date placed in service, as well as changes to the estimated useful lives of certain other furniture, fittings and equipment, to better reflect the estimated periods during which these assets are expected to remain in service. These changes in estimated useful lives of the assets were accounted for as changes in accounting estimates beginning on July 1, 2017. The impact of these changes for the year ended December 31, 2017, was a decrease in depreciation expense and an increase in operating profit of US$89 million, and an increase of profit attributable to equity holders of US$88 million.

Net foreign exchange losses for the year ended December 31, 2017 were US$11 million and were primarily associated with U.S. dollar denominated debt held in Macao. This compared with net foreign exchange gains of US$1 million for the year ended December 31, 2016.

Adjusted Property EBITDA

The following table summarizes information related to our segments for the periods indicated:

	Year ended December 31,
	2017		2016		Percent change
	(US$ in millions)
The Venetian Macao	$	1,137	$	1,092		4.1	%
Sands Cotai Central		633		615		2.9	%
The Parisian Macao(i)		412		114		261.4	%
The Plaza Macao		233		221		5.4	%
Sands Macao		174		171		1.8	%
Ferry and other operations		22		31		(29.0	)%
Total Adjusted Property EBITDA	$	2,611	$	2,244		16.4	%

(i) The Parisian Macao opened on September 13, 2016.

Adjusted Property EBITDA for the year ended December 31, 2017 increased 16.4% to US$2.61 billion, compared to US$2.24 billion for the year ended December 31, 2016. The increases were primarily driven by a full year of operations at The Parisian Macao. The management team continues to focus on operational efficiencies and cost control measures throughout both the gaming and non-gaming areas of the business.

51

Interest Expense

The following table summarizes information related to interest expense for the periods indicated:

	Year ended December 31,
	2017			2016			Percent change
	(US$ in millions)
Interest and other finance costs	$	155		$	120			29.2	%
Less: interest capitalized		(2	)		(34	)		(94.1	)%
Interest expense, net	$	153		$	86			77.9	%

Interest expense, net of amounts capitalized, was US$153 million for the year ended December 31, 2017 compared to US$86 million for the year ended December 31, 2016. The increase was primarily due to a US$35 million increase in interest and other finance costs, primarily driven by a US$1 billion new term loan drawn in August 2016, an increase in weighted average interest rate and a US$32 million decrease in capitalized interest as we opened The Parisian Macao in September 2016. Our weighted average borrowing cost for the year ended December 31, 2017 was approximately 2.6%, compared to approximately 2.1% for the year ended December 31, 2016.

Profit

Profit for the year ended December 31, 2017 was US$1.60 billion, an increase of 31.0% compared to US$1.22 billion for the year ended December 31, 2016.

Year ended December 31, 2016 compared to year ended December 31, 2015

Net Revenues

Our net revenues consisted of the following:

	Year ended December 31,
	2016		2015		Percent change
	(US$ in millions)
Casino	$	5,078	$	5,246		(3.2	)%
Rooms		536		533		0.6	%
Mall		420		397		5.8	%
Food and beverage		246		241		2.1	%
Convention, ferry, retail and other		263		266		(1.1	)%
Total net revenues	$	6,543	$	6,683		(2.1	)%

Net revenues were US$6.54 billion for the year ended December 31, 2016, a decrease of 2.1%, compared to US$6.68 billion for the year ended December 31, 2015. The decrease in net revenues was due to the overall market slowdown through the third quarter of 2016 in the Macao gaming industry. We successfully opened our newest integrated resort, The Parisian Macao, in September 2016. Despite the softer gaming market in Macao, we continued to enjoy Macao market-leading visitation and focused on driving the high-margin mass market gaming business, while providing luxury amenities and high service levels to our VIP and premium players.

Casino Revenues. Our net casino revenues for the year ended December 31, 2016 were US$5.08 billion, a decrease of 3.2%, compared to US$5.25 billion for the year ended December 31, 2015, primarily driven by a decrease in volume in VIP business. The Parisian Macao delivered US$315 million of net casino revenues since

52

it commenced operation on September 13, 2016. The following table summarizes the results of our casino activity for the periods indicated:

	Year ended December 31,
	2016			2015			Change
	(US$ in millions)
The Venetian Macao
Total net casino revenues	$	2,286		$	2,326			(1.7	)%
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 net casino revenues	$	1,471		$	1,671			(12.0	)%
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(i)
Total net casino revenues	$	315		$	—			—	%
Non-Rolling Chip drop		1,085			—			—	%
Non-Rolling Chip win percentage		18.5	%		—			—	pts
Rolling Chip volume		4,061			—			—	%
Rolling Chip win percentage		4.24	%		—			—	pts
Slot handle		974			—			—	%
Slot hold percentage		4.5	%		—			—	pts
The Plaza Macao
Total net casino revenues	$	392		$	468			(16.2	)%
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 net casino revenues	$	614		$	781			(21.4	)%
Non-Rolling Chip drop		2,628			3,035			(13.4	)%
Non-Rolling Chip win percentage		18.6	%		18.4	%		0.2	pts
Rolling Chip volume		7,014			9,608			(27.0	)%
Rolling Chip win percentage		2.48	%		3.36	%		(0.88	) pts
Slot handle		2,583			2,737			(5.6	)%
Slot hold percentage		3.4	%		3.5	%		(0.1	) pts

(i) The Parisian Macao opened on September 13, 2016.

Room Revenues. Room revenues for the year ended December 31, 2016 were US$536 million, an increase of 0.6%, compared to US$533 million for the year ended December 31, 2015. The increase was mainly driven by

53

the opening of The Parisian Macao. The Parisian Macao delivered 90.5% occupancy in its first 110 days of operations. The following table summarizes the results of our room activity for the periods indicated:

	Year ended December 31,
	2016			2015			Change
	(US$ in millions, except average daily rate and revenue per available room)
The Venetian Macao
Total room revenues	$	177		$	206			(14.1	)%
Occupancy rate		86.0	%		84.0	%		2.0	pts
Average daily rate (in US$)		208			234			(11.1	)%
Revenue per available room (in US$)		179			197			(9.1	)%
Sands Cotai Central
Total room revenues	$	267		$	265			0.8	%
Occupancy rate		82.2	%		83.1	%		(0.9	) pts
Average daily rate (in US$)		145			153			(5.2	)%
Revenue per available room (in US$)		119			127			(6.3	)%
The Parisian Macao(i)
Total room revenues	$	36		$	—			—	%
Occupancy rate		90.5	%		—			—	pts
Average daily rate (in US$).		136			—			—	%
Revenue per available room (in US$)		123			—			—	%
The Plaza Macao
Total room revenues	$	36		$	39			(7.7	)%
Occupancy rate		75.3	%		82.0	%		(6.7	) pts
Average daily rate (in US$)		355			348			2.0	%
Revenue per available room (in US$)		268			286			(6.3	)%
Sands Macao
Total room revenues	$	20		$	23			(13.0	)%
Occupancy rate		97.1	%		99.3	%		(2.2	) pts
Average daily rate (in US$)		199			217			(8.3	)%
Revenue per available room (in US$)		193			216			(10.6	)%

(i) The Parisian Macao opened on September 13, 2016.

54

Mall Revenues. Mall revenues for the year ended December 31, 2016 increased 5.8% to US$420 million, compared to US$397 million for the year ended December 31, 2015. The increase was mainly driven by the opening of The Parisian Macao. The following table summarizes the results of our mall activity for the periods indicated:

	Year ended December 31,
	2016			2015			Change
	(US$ in millions, except per square foot amount)
The Venetian Macao
Total mall revenues	$	208		$	205			1.5	%
Mall gross leasable area (in square feet)		777,413			780,165			(0.4	)%
Occupancy		97.6	%		97.8	%		(0.2	) pts
Base rent per square foot (in US$)		241			223			8.1	%
Tenant sales per square foot (in US$)(i)		1,326			1,469			(9.7	)%
Sands Cotai Central
Total mall revenues	$	62		$	62			—	%
Mall gross leasable area (in square feet)		407,065			331,499			22.8	%(iii)
Occupancy		96.7	%		97.9	%		(1.2	) pts
Base rent per square foot (in US$)		128			153			(16.3	)%
Tenant sales per square foot (in US$)(i)		882			896			(1.6	)%
The Parisian Macao(ii)
Total mall revenues	$	23			—			—	%
Mall gross leasable area (in square feet)		299,778			—			—	%
Occupancy		92.6	%		—			—	pts
Base rent per square foot (in US$)		222			—			—	%
Tenant sales per square foot (in US$)(i)		N/A			—			—	%
The Plaza Macao
Total mall revenues	$	127		$	130			(2.3	)%
Mall gross leasable area (in square feet)		259,410			259,394			—	%
Occupancy		99.3	%		99.0	%		0.3	pts
Base rent per square foot (in US$)		452			454			(0.4	)%
Tenant sales per square foot (in US$)(i)		3,004			3,423			(12.2	)%

(i) Tenant sales per square foot reflect sales from tenants only after the tenant has been open for a period of 12 months.

(ii) The Parisian Macao opened on September 13, 2016.

(iii) The increase in mall area is mainly due to the inclusion of an entertainment area where the tenant operates a live-action-role-play theme park that opened in 2016.

Food and beverage revenues. Food and beverage revenues for the year ended December 31, 2016 increased 2.1% to US$246 million, compared to US$241 million for the year ended December 31, 2015. The increase was primarily due to the opening of The Parisian Macao.

Convention, ferry, retail and other revenues. Convention, ferry, retail and other revenues for the year ended December 31, 2016 were US$263 million, a decrease of 1.1%, compared to US$266 million for the year ended December 31, 2015. The decrease was primarily due to decreases in the entertainment and convention business categories.

55

Operating Expenses

Our operating expenses consisted of the following:

	Year ended December 31,
	2016			2015			Percent change
	(US$ in millions)
Casino	$	3,165		$	3,331			(5.0	)%
Rooms		143			125			14.4	%
Mall		41			36			13.9	%
Food and beverage		201			197			2.0	%
Convention, ferry, retail and other		188			208			(9.6	)%
Provision for doubtful accounts, net		18			17			5.9	%
General and administrative		554			561			(1.2	)%
Corporate		131			89			47.2	%
Pre-opening		128			46			178.3	%
Depreciation and amortization		611			535			14.2	%
Net foreign exchange gains		(1	)		(1	)		—	%
Loss on disposal of property and equipment, investment properties and intangible assets		12			20			(40.0	)%
Total operating expenses	$	5,191		$	5,164			0.5	%

Operating expenses were US$5.19 billion for the year ended December 31, 2016, remaining relatively constant as compared to the year ended December 31, 2015, despite the opening of The Parisian Macao on September 13, 2016, due to savings from our cost control measures and a decrease in business volumes across our other properties.

Casino expenses for the year ended December 31, 2016 were US$3.16 billion, a decrease of 5.0%, compared to US$3.33 billion for the year ended December 31, 2015. The decrease was primarily due to decrease in gaming taxes and gaming promoter commissions as a result of decreased gaming revenues.

Room expenses for the year ended December 31, 2016 were US$143 million, an increase of 14.4% compared to US$125 million for the year ended December 31, 2015. The increase was due to the opening of The Parisian Macao.

Mall expenses for the year ended December 31, 2016 were US$41 million, an increase of 13.9%, compared to US$36 million for the year ended December 31, 2015. The increase was mainly due to the opening of The Parisian Macao and higher promotional expenses.

Food and beverage expenses for the year ended December 31, 2016 were US$201 million, an increase of 2.0%, compared to US$197 million for the year ended December 31, 2015. The increase was due to the opening of The Parisian Macao.

Convention, ferry, retail and other expenses for the year ended December 31, 2016 were US$188 million, a decrease of 9.6%, compared to US$208 million for the year ended December 31, 2015. The decrease was primarily due to lower business volume in entertainment.

Provision for doubtful accounts, net for the year ended December 31, 2016 were US$18 million, an increase of 5.9%, compared to US$17 million for the year ended December 31, 2015. The increase was mainly driven by the opening of The Parisian Macao.

56

General and administrative expenses were US$554 million for the year ended December 31, 2016, a decrease of 1.2%, compared to US$561 million for the year ended December 31, 2015. The decrease was mainly driven by decreases in marketing and utilities expenses, as well as on-going cost control measures.

Corporate expenses were US$131 million for the year ended December 31, 2016, an increase of 47.2%, as compared to US$89 million for the year ended December 31, 2015. The increase was primarily due to nonrecurring legal costs, and royalty fees related to the opening of The Parisian Macao.

Pre-opening expenses were US$128 million for the year ended December 31, 2016, an increase of 178.3%, compared to US$46 million for the year ended December 31, 2015. The increase was mainly attributable to The Parisian Macao, which opened on September 13, 2016.

Depreciation and amortization expenses were US$611 million for the year ended December 31, 2016, an increase of 14.2%, compared to US$535 million for the year ended December 31, 2015. The increase was primarily due to The Parisian Macao and Sands Cotai Central.

Net foreign exchange gains for the year ended December 31, 2016 were US$1 million and were primarily associated with U.S. dollar denominated debt held in Macao. This was consistent with net foreign exchange gains of US$1 million for the year ended December 31, 2015.

Loss on disposal of property and equipment, investment properties and intangible assets was US$12 million for the year ended December 31, 2016. This compared with a loss of US$20 million for the year ended December 31, 2015. The decrease was primarily related to dispositions at our operating properties in 2015.

Adjusted Property EBITDA

The following table summarizes information related to our segments for the periods indicated:

	Year ended December 31,
	2016		2015		Percent change
	(US$ in millions)
The Venetian Macao	$	1,092	$	1,082		0.9	%
Sands Cotai Central		615		651		(5.5	)%
The Parisian Macao		114		—		—	%
The Plaza Macao		221		243		(9.1	)%
Sands Macao		171		225		(24.0	)%
Ferry and other operations		31		22		40.9	%
Total Adjusted Property EBITDA	$	2,244	$	2,223		0.9	%

Adjusted Property EBITDA for the year ended December 31, 2016 increased 0.9% to US$2.24 billion, compared to US$2.22 billion for the year ended December 31, 2015. The increase was primarily driven by the opening of The Parisian Macao in September 2016. The management team continues to focus on operational efficiencies and cost control measures throughout both the gaming and non-gaming areas of the business, maintaining a market-leading adjusted EBITDA.

57

Interest Expense

The following table summarizes information related to interest expense for the periods indicated:

	Year ended December 31,
	2016			2015			Percent change
	(US$ in millions)
Interest and other finance costs	$	120		$	88			36.4	%
Less: capitalized interest		(34	)		(28	)		21.4	%
Interest expense, net	$	86		$	60			43.3	%

Interest expense, net of amounts capitalized, was US$86 million for the year ended December 31, 2016, compared to US$60 million for the year ended December 31, 2015. The increase was primarily due to a US$32 million increase in interest and other finance costs, driven by an increase in bank borrowings, partially offset by a US$6 million increase in capitalized interest that resulted primarily from the construction of The Parisian Macao.

Profit

Profit for the year ended December 31, 2016 was US$1.22 billion, a decrease of 16.1%, compared to US$1.46 billion for the year ended December 31, 2015.

Reconciliation of Non-IFRS Financial Measures

The following table presents a reconciliation of Adjusted Property EBITDA to profit attributable to equity holders of the Company for the periods presented:

	Year Ended December 31,									Six Months Ended June 30,
	2015			2016			2017			2017			2018
	(US$ in millions)
Profit attributable to equity holders of the Company	$	1,459		$	1,224		$	1,603		$	678		$	979
Income tax expense		11			44			22			12			(3	)
Loss on modification or early retirement of debt		—			1			—			—			—
Interest expense, net of amount capitalized		60			86			153			73			88
Interest income		(11	)		(3	)		(5	)		(3	)		(3	)
Loss on disposal of property and equipment, investment properties and intangible assets		20			12			12			5			93
Net foreign exchange losses/(gains)		(1	)		(1	)		11			7			4
Depreciation and amortization		535			611			676			385			308
Pre-opening expense		45			127			7			6			3
Corporate expense		86			128			120			57			62
Share-based compensation, net of amount capitalized		19			15			12			7			8
Adjusted Property EBITDA	$	2,223		$	2,244		$	2,611		$	1,227		$	1,539

58

Additional Information Regarding our Retail Mall Operations

The following tables summarize the results of our mall operations on Cotai for the six months ended June 30, 2018 and June 30, 2017:

	Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian		Total
	(US$ in millions)
For the six months ended June 30, 2018(i)
Mall revenues:
Minimum rents(ii)	$	89	$	56	$	18	$	23	$	186
Overage rents		4		3		3		1		11
CAM, levies and direct recoveries		15		5		8		6		34
Total mall revenues		108		64		29		30		231
Mall operating expenses:
Common area maintenance		7		3		3		3		16
Marketing and other direct operating expenses		3		1		1		2		7
Mall operating expenses		10		4		4		5		23
Provision for doubtful accounts		—		—		—		1		1
Mall-related expenses(iii)	$	10	$	4	$	4	$	6	$	24
For the six months ended June 30, 2017
Mall revenues:
Minimum rents(ii)	$	86	$	57	$	21	$	28	$	192
Overage rents		3		1		1		—		5
CAM, levies and direct recoveries		16		5		11		6		38
Total mall revenues		105		63		33		34		235
Mall operating expenses:
Common area maintenance		7		3		3		3		16
Marketing and other direct operating expenses		3		1		1		2		7
Mall operating expenses		10		4		4		5		23
Provision for doubtful accounts		—		—		1		—		1
Mall-related expenses(iii)	$	10	$	4	$	5	$	5	$	24

(i) Excludes the results of our mall operations at Sands Macao.

(ii) Minimum rents include base rents and straight-line adjustments of base rents.

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

59

The following tables summarize the results of our mall operations on Cotai for the years ended December 31, 2017, 2016 and 2015:

	Shoppes at Venetian		Shoppes at Four Seasons		Shoppes at Cotai Central		Shoppes at Parisian(1)		Total
	(US$ in millions)
For the year ended December 31, 2017
Mall revenues:
Minimum rents(ii)	$	175	$	113	$	39	$	52	$	379
Overage rents		12		8		5		2		27
CAM, levies and direct recoveries		32		10		19		12		73
Total mall revenues		219		131		63		66		479
Mall operating expenses:
Common area maintenance		15		5		7		6		33
Marketing and other direct operating expenses		8		4		3		5		20
Mall operating expenses		23		9		10		11		53
Provision for doubtful accounts		—		—		1		2		3
Mall-related expenses(iii)	$	23	$	9	$	11	$	13	$	56
For the year ended December 31, 2016
Mall revenues:
Minimum rents(ii)	$	167	$	114	$	45	$	17	$	343
Overage rents		10		3		4		—		17
CAM, levies and direct recoveries		31		10		13		6		60
Total mall revenues		208		127		62		23		420
Mall operating expenses:
Common area maintenance		15		5		7		2		29
Marketing and other direct operating expenses		5		3		2		2		12
Mall operating expenses		20		8		9		4		41
Provision for doubtful accounts		3		—		—		—		3
Mall-related expenses(iii)	$	23	$	8	$	9	$	4	$	44
For the year ended December 31, 2015
Mall revenues:
Minimum rents(ii)	$	153	$	110	$	43	$	—	$	306
Overage rents		22		10		6		—		38
CAM, levies and direct recoveries		30		10		13		—		53
Total mall revenues		205		130		62		—		397
Mall operating expenses:
Common area maintenance		15		6		6		—		27
Marketing and other direct operating expenses		6		1		2		—		9
Mall operating expenses		21		7		8		—		36
Mall-related expenses(iii)	$	21	$	7	$	8	$	—	$	36

(i) The Shoppes at Parisian opened in September 2016.

(ii) Minimum rents include base rents and straight-line adjustments of base rents.

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

60

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Taxation

According to the gaming subconcession granted by the Macao Government and the relevant legislation, we are required to pay a special gaming tax of 35% on gross gaming revenues. We are also required to contribute 4% of gross gaming revenues to utilities designated by the Macao Government, a portion of which must be used for promotion of tourism in Macao.

In addition, we are subject to a 12% complementary tax on profit before income tax from gaming activities. In August 2018, we received an extension of our exemption from this complementary tax on gaming profits through June 26, 2022.

We are also subject to a 12% complementary tax on dividend distributions to our shareholders from gaming profits. In May 2014, we entered into an agreement with the Macao Government that requires us to make fixed annual payments in lieu of this 12% tax through the end of 2018. VML has requested an additional agreement with the Macao Government to correspond to the extension of the tax exemption regarding Macao complementary tax on its gaming activities; however, there is no certainty that the agreement will be granted.

For additional details, see Note 2(r) and Note 9 to our audited consolidated financial statements and Note 8 to our unaudited consolidated financial statements included elsewhere in this prospectus.

Liquidity and Capital Resources

Capital Resources

We fund our operations through cash generated from our operations and our debt financing. As of June 30, 2018, we held cash and cash equivalents of US$1.06 billion, which was primarily generated from our operations. Such cash and cash equivalents were primarily held in HK$.

During the six months ended June 30, 2018, we withdrew borrowings in the aggregate principal amount of US$746 million and repaid US$249 million under the 2016 VML Revolving Facility. As of June 30, 2018, we had US$1.49 billion of available borrowing capacity under the VML Revolving Facility.

On August 9, 2018, we completed a private offering of US$1.8 billion Outstanding 2023 Notes, US$1.8 billion Outstanding 2025 Notes and US$1.9 billion Outstanding 2028 Notes, in a transaction exempt from the registration under the Securities Act. The net proceeds to us from the issuance of the Outstanding Notes were approximately US$5.45 billion, after deducting the discounts of the initial purchasers and other offering expenses payable by us. We used a portion of the net proceeds to repay in full our outstanding borrowings under the VML Credit Facility.

61

However, the revolving portion of the VML Credit Facility remained in place following that offering. On November 20, 2018 we entered into the SCL Credit Facility and on November 20, 2018, effective as of November 21, 2018 we cancelled the remaining commitments under the VML Credit Facility. We will use the remaining net proceeds from the offering of the Outstanding Notes for general corporate purposes, including capital expenditures.

We believe the cash on hand and cash flow generated from operations, as well as the available borrowing capacity under the SCL Credit Facility, will be sufficient to maintain compliance with the financial covenants of the SCL Credit Facility and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments.

For further information on our capital structure, the types of capital instruments we use and our currency and interest rate structure, see Note 20, Note 24, Note 25, Note 27, Note 30(a)(iii) and Note 30(b) to our audited consolidated financial statements and Note 15 to our unaudited consolidated financial statements included elsewhere in this prospectus.

Cash Flows—Summary

Our cash flows consisted of the following for the periods indicated:

	Year Ended December 31,									Six Months Ended June 30,
	2015			2016			2017			2017			2018
	(US$ in millions)
Net cash generated from operating activities	$	1,967		$	2,346		$	2,626		$	1,304		$	1,680
Net cash used in investing activities		(1,252	)		(1,149	)		(461	)		(220	)		(217	)
Net cash used in financing activities		(1,968	)		(1,195	)		(2,207	)		(1,584	)		(1,637	)
Net (decrease)/increase in cash and cash equivalents		(1,253	)		2			(42	)		(500	)		(174	)
Cash and cash equivalents at beginning of period		2,535			1,283			1,284			1,284			1,239
Effect of exchange rate on cash and cash equivalents		1			(1	)		(3	)		(3	)		(2	)
Cash and cash equivalents at end of period	$	1,283		$	1,284		$	1,239		$	781		$	1,063

Cash Flows—Operating Activities

We derive most of our operating cash flows from our casino, mall and hotel operations. Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable.

Net cash generated from operating activities for the six months ended June 30, 2018 increased 28.8% to US$1.68 billion, compared to US$1.30 billion for the six months ended June 30, 2017. The increase was primarily attributable to the increase in operating income and changes in our working capital accounts, consisting primarily of changes in trade and other payables.

Net cash generated from operating activities for the year ended December 31, 2017 increased 11.9% to US$2.63 billion, compared to US$2.35 billion for the year ended December 31, 2016. The increase in net cash generated from operating activities was primarily attributable to the increase in operating income, partially offset by a lower benefit from our working capital accounts.

62

Net cash generated from operating activities for the year ended December 31, 2016 increased 19.3% to US$2.35 billion, compared to US$1.97 billion for the year ended December 31, 2015. The increase in net cash generated from operating activities was primarily attributable to changes in our working capital accounts, partially offset by the decrease in operating income.

Cash Flows—Investing Activities

Net cash used in investing activities for the six months ended June 30, 2018 was US$217 million and was primarily attributable to capital expenditures for development projects as well as maintenance capital spending. Capital expenditures for the six months ended June 30, 2018 totaled US$219 million, including US$69 million, US$68 million and US$53 million for construction activities at The Venetian Macao, The Parisian Macao and Sands Cotai Central respectively and US$29 million for our other operations.

Net cash used in investing activities for the six months ended June 30, 2017 was US$220 million and was primarily attributable to capital expenditures for development projects as well as maintenance spending. Capital expenditures for the six months ended June 30, 2017, totaled US$223 million, including US$111 million for construction activities at The Parisian Macao and US$112 million for our other operations.

Net cash used in investing activities for the year ended December 31, 2017 was US$461 million and was primarily attributable to capital expenditures for development projects, as well as maintenance spending. Capital expenditures for the year ended December 31, 2017, totaled US$477 million, including US$204 million for construction activities at The Parisian Macao, and US$273 million for our operations, mainly at The Venetian Macao, Sands Cotai Central, The Plaza Macao and Sands Macao.

Net cash used in investing activities for the year ended December 31, 2016 was US$1.15 billion and was primarily attributable to capital expenditures, which included US$1.02 billion for construction activities at The Parisian Macao and Sands Cotai Central, and US$132 million for our operations, mainly at The Venetian Macao, The Plaza Macao and Sands Macao.

Net cash used in investing activities for the year ended December 31, 2015 was US$1.25 billion and was primarily attributable to capital expenditures for development projects as well as maintenance spending. Capital expenditures for the year ended December 31, 2015, totaled US$1.27 billion, including US$1.14 billion for construction activities at The Parisian Macao and Sands Cotai Central, and US$122 million for our operations, mainly at The Venetian Macao, The Plaza Macao and Sands Macao.

Cash Flows—Financing Activities

Net cash used in financing activities for the six months ended June 30, 2018 was US$1.64 billion, which was primarily attributable to US$2.05 billion in dividend payments and US$20 million of repayments on the 2016 Non-Extended VML Term Loans. During the six months ended June 30, 2018, we withdrew borrowings in the aggregate principal amount of US$746 million and repaid US$249 million under the 2016 VML Revolving Facility.

Net cash used in financing activities for the six months ended June 30, 2017 was US$1.58 billion, which was primarily attributable to US$2.07 billion in dividend payments, partially offset by net proceeds of US$550 million from borrowings under the VML Credit Facility.

Net cash used in financing activities for the year ended December 31, 2017 was US$2.21 billion, which was primarily attributable to US$2.07 billion in dividend payments, US$128 million in interest payments and US$20 million of repayments on the VML Credit Facility.

Net cash used in financing activities for the year ended December 31, 2016 was US$1.20 billion, which was primarily attributable to US$2.07 billion in dividend payments, partially offset by US$1.00 billion in proceeds from borrowings under the VML Credit Facility.

63

Net cash used in financing activities for the year ended December 31, 2015 was US$1.97 billion, which was primarily attributable to US$2.07 billion in dividend payments and repayments of US$820 million on the VML Credit Facility, partially offset by proceeds of US$999 million from the VML Credit Facility.

Capital Expenditures

The following table sets forth our capital expenditures, excluding capitalized interest and construction payables, for the periods indicated:

	Year Ended December 31,						Six Months Ended June 30,
	2015		2016		2017		2017		2018
	(US$ in millions)
The Venetian Macao	$	82	$	94	$	152	$	60	$	69
Sands Cotai Central		397		123		84		33		53
The Parisian Macao		746		896		204		111		68
The Plaza Macao		15		16		22		13		22
Sands Macao		21		18		10		3		7
Ferry and other operations		4		4		5		3		—
Total capital expenditures	$	1,265	$	1,151	$	477	$	223	$	219

Capital expenditures are used primarily for new projects and to renovate, upgrade and maintain existing properties.

We previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks and expanded retail and food and beverage venues. We will add approximately 370 luxury suites in the St. Regis Tower Suites Macao. We also previously announced the Four Seasons Tower Suites Macao, which will feature approximately 290 additional premium quality suites.

Off Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities.

Contractual Obligations and Commitments

The following table sets forth our contractual obligations and commitments as of June 30, 2018 (prior to giving effect to the offering of the Outstanding Notes and the use of proceeds therefrom):

	Payment Due by Period
	2018		2019-20		2021-22		Thereafter		Total
	(US$ in millions)
Long-Term Debt Obligations
VML Credit Facility(i)	$	27	$	1,107	$	3,680	$	—	$	4,814
Land Lease Payments(ii)		—		10		10		55		75
Other Finance Leases		1		3		1		—		5
Variable Interest Payments(iii)		81		303		150		—		534
Contractual Obligations
Macao Annual Premium(iv)		21		84		63		—		168
Mall Deposits(v)		33		52		31		10		126
Operating Leases and Other(vi)		54		126		149		109		438
Total	$	217	$	1,685	$	4,084	$	174	$	6,160

64

(i) See “Other Material Indebtedness” for further details. We repaid in full our outstanding borrowings under the VML Credit Facility with a portion of the proceeds of the offering of the Outstanding Notes as described under “Use of Proceeds.”

(ii) Land lease payments consist of long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter in accordance with Macao law.

(iii) Based on the 1-month rate as of June 30, 2018, London Interbank Offered Rate (“LIBOR”) of 2.09% and Hong Kong Interbank Offered Rate (“HIBOR”) of 2.01% plus the applicable interest rate spread in accordance with the respective debt agreements.

(iv) 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 June 30, 2018 the annual premium payable to the Macao government is approximately US$42 million through the termination of the gaming subconcession in June 2022.

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

(vi) Includes contractual commitments under certain service and management agreements and operating leases for real estate and equipment.

Contingent Liabilities

We have contingent liabilities arising in the ordinary course of business. Management has made 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 position, results of operations or cash flows.

Quantitative and Qualitative Disclosure 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, 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 into derivative transactions that would be considered speculative positions.

As of June 30, 2018 (prior to giving effect to the offering of the Outstanding Notes and the use of proceeds therefrom), the estimated fair value of our long-term debt was approximately US$4.75 billion, compared to its carrying value of US$4.81 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 were primarily variable-rate debt as of June 30, 2018, a change in LIBOR and HIBOR was not expected to have a material impact on the fair value of our long-term debt. Based on variable-rate debt levels as of June 30, 2018, a hypothetical 100 basis point change in LIBOR and HIBOR would cause our annual interest cost to change by approximately US$48 million.

Foreign currency transaction losses for the year ended December 31, 2017 and the six months ended June 30, 2018 were US$11 million and US$4 million, respectively, primarily due to U.S. dollar denominated debt held in Macao. We may be vulnerable to changes in the HKD/pataca and U.S. dollar/pataca exchange rates. Based on balances as of June 30, 2018, a hypothetical 100 basis points change in the HKS/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately US$13 million and a hypothetical 100 basis points change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately US$13 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. See Note 30 to our audited consolidated financial statements included elsewhere in this prospectus.

65

In August 2018, the Company entered into interest rate swap contracts with a combined notional amount of US$5.5 billion to manage the benchmark interest rate risk in connection with the Outstanding Notes. Under the interest rate swap contracts, the Company pays interest at a floating rate based on the applicable LIBOR rate and receives interest at a fixed rate set forth in the contracts through August 2020.

66

BUSINESS

Overview

We are the leading developer, owner and operator of large-scale integrated resorts in Macao, as measured by Adjusted Property EBITDA for the year ended December 31, 2017. In 2017, we welcomed approximately 92 million leisure and business visits at our properties on Cotai and on the Macao peninsula.

Our founder, chairman and chief executive officer, Sheldon G. Adelson, began investing in Macao in 2002 after being awarded a gaming subconcession to operate casino games and other games of chance in Macao. His vision and goal was to develop large-scale integrated resorts with a variety of world-class amenities and create an international tourism destination. This helped support Macao’s objective for long-term economic diversification and growth in tourism.

Today, with nearly 30 million square feet of interconnected facilities on Cotai, we operate the largest integrated resorts in Macao. These integrated resorts contain not only gaming areas, but also the largest number of four- and five-star rated hotel rooms of any other single developer in the market. Our integrated resorts also collectively feature the largest amount of meeting space, convention and exhibition halls, retail and dining areas and entertainment venues. We believe that our integrated resorts are unique to Macao and differentiate us from our competitors due to their size and scale, diversity of non-gaming amenities, and focus on leisure and business tourism.

Macao is the largest gaming market in the world as measured by casino gaming revenue and is the only location in China offering legalized casino gaming. VML, our subsidiary, holds one of six concessions or subconcessions permitted by the Macao Government to operate casinos or gaming areas in Macao.

We developed, own and operate The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Sands Macao. We also own Cotai Expo, one of the largest convention and exhibition centers in Asia, as well as Macao’s largest entertainment venue, the Cotai Arena. Our properties collectively feature over 2,500 luxury suites and hotel rooms, nearly 150 different restaurants and food outlets, spas, theaters for live performances, as well as other integrated resort amenities.

Our integrated resort brands, including The Venetian Macao and The Parisian Macao, are aspirational and have become recognized throughout China and Asia for quality and service and are designed to ensure a lasting connection with our customers. We believe The Venetian Macao is the most visited integrated resort in Asia, and since its opening in 2007, the property has received over 310 million visitations. We estimate that since 2016 The Parisian Macao digital marketing and social media program has reached over six billion online impressions, including from platforms within China such as Sina Weibo.

We were the first developer in Macao to feature global hospitality brands for our hotel offerings on Cotai, including the Four Seasons, St. Regis, Conrad, Sheraton and Holiday Inn brands.

Within our integrated resorts we also operate some of the largest and most profitable retail malls in Asia, showcasing over 800 shops occupying over 2 million square feet of retail space. Our retail malls showcase global luxury brands as well as leading Asian retail brands.

We own and operate CotaiJet, one of two major high speed ferry companies operating between Hong Kong and Macao, with 14 vessels helping leisure and business tourists reach Macao from points in Hong Kong, including the Hong Kong International Airport.

Our Developments in Macao

In May 2004, we opened the Sands Macao, the first Las Vegas style resort in Macao, which was designed for the mass market segment of leisure tourism. The Sands Macao currently contains a mix of gaming areas for mass market, VIP and premium players, entertainment and dining facilities, and hotel suites.

67

In August 2007, we opened The Venetian Macao, the flagship property of our Cotai Strip development. The Venetian Macao is a themed, large-scale integrated resort, with 2,905 luxury hotel suites, more than 350 retail shops in one of the largest shopping malls in Asia with 926,000 square feet of retail space, 56 restaurants and food outlets, and a state-of-the-art live performance theater with 1,800 seats. In addition, The Venetian Macao contains the Cotai Arena, a 15,000 seat venue directly adjacent to and which adjoins the Cotai Expo center and hosts numerous concerts, live performances, sporting events and corporate events each year. The Cotai Expo is a 1.2 million square foot first-class MICE facility, which includes exhibition and meeting space, including one of the largest column-free ballrooms in Asia.

In August 2008, we opened The Plaza Macao, a boutique luxury integrated resort featuring the Four Seasons Hotel Macao with 360 luxury suites, the Shoppes at Four Seasons with approximately 150 shops from the world’s leading luxury retail brands, and the Plaza Casino. In July 2009, we completed and introduced our ultra-exclusive Paiza Mansions at The Plaza Macao.

In April 2012, we completed the first phase of Sands Cotai Central and opened the Conrad and Holiday Inn tower. This tower features 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. In September 2012, we opened the next phase of Sands Cotai Central with the completion of the first Sheraton tower, which features approximately 1,800 rooms and suites under the Sheraton brand.

In December 2012, we opened a fully enclosed climate-controlled footbridge between Sands Cotai Central and The Plaza Macao, with moving walkways to enhance the inter-connectivity and accessibility between our Cotai Strip properties.

In January 2013, we opened the second Sheraton tower at Sands Cotai Central, featuring approximately 2,100 additional rooms and suites under the Sheraton brand.

In December 2015, we opened the St. Regis tower at Sands Cotai Central, featuring 400 rooms and suites under the St. Regis brand.

Sands Cotai Central features approximately 367,000 square feet of gaming space, with over 400 table games and nearly 1,600 slot machines or similar electronic gaming devices, and includes exclusive VIP rooms designed for VIP and premium players. Sands Cotai Central also has approximately 369,000 square feet of meeting space, a 1,701-seat theater and approximately 517,000 square feet of retail space with more than 150 stores and over 50 restaurants and food outlets.

In September 2016, we opened The Parisian Macao, a themed, iconic, “must-see” integrated resort connected to The Venetian Macao and The Plaza Macao, which includes a 253,000 square foot casino, a hotel with approximately 2,700 rooms and suites, retail, entertainment, dining and meeting facilities. The Parisian Macao features a half size replica of the Eiffel Tower, providing a landmark attraction to visitors.

We previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks and expanded retail and food and beverage venues. We will add approximately 370 luxury suites in the St. Regis Tower Suites Macao. Design work is nearing completion and construction is being initiated and will be phased to minimize disruption during the property’s peak periods. We expect the additional St. Regis Tower Suites Macao to be completed in the first quarter of 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

We also previously announced the Four Seasons Tower Suites Macao, which will feature approximately 290 additional premium quality suites. We have completed the structural work of the tower and have commenced preliminary build out of the suites. We expect the project to be completed in the first quarter of 2020.

68

We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we finalize our planning and design work and complete the projects. See “Risk Factors—Risks Related to Our Business—There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows.”

Our business strategy is to develop Cotai and to leverage our large-scale integrated resort business model to create Asia’s premier gaming, leisure, convention and meetings destination. Our interconnected integrated resorts, which have a wide range of branded hotel and resort offerings, are designed to attract different segments of the market all year round. We believe our business strategy and development plan will allow us to achieve more consistent demand, longer average length of stay in our hotels, more diversified sources of revenue and higher margins than more gaming-centric facilities.

Key Strengths

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

Diversified, high quality integrated resort offerings with substantial non-gaming amenities

Our integrated resorts feature non-gaming attractions and amenities including world-class entertainment, expansive retail offerings and market-leading MICE facilities. These attractions and amenities enhance the appeal of our integrated resorts, contributing to visitation, length of stay and customer expenditure at our resorts. As of June 30, 2018, our hotel inventory represented 47% of the total Macao competitor hotel inventory. The broad appeal of our market-leading integrated resort offerings in Macao enables us to serve the broadest array of customer segments in the Macao market.

Substantial and diversified cash flow from existing operations

We generated a market-leading US$2,611 million of Adjusted Property EBITDA during the year ended December 31, 2017 from gaming and non-gaming sources, including retail, hotel, food and beverage, entertainment and MICE business.

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

We focus on the high-margin mass gaming segment, which has grown at a CAGR in excess of 11% since fiscal year 2015. During the twelve months ended March 31, 2018, we had the highest percentage of gaming win from mass tables and slots of the Macao operators, with approximately 31% market share. Our management estimates our mass market table revenues typically generate a gross margin that is approximately four times higher than the gross margin on our typical VIP table revenues.

Established brands with broad regional and international market awareness and appeal

Our brands, including The Venetian Macao, The Parisian Macao, Sands Macao, Cotai Expo, Cotai Arena, and CotaiJet enjoy broad regional and international market awareness and appeal. We welcomed approximately 92 million visits to our property portfolio in 2017, an increase of 25% compared to the prior year. The Venetian Macao is the most visited integrated resort in Macao, and enjoys broad brand awareness both regionally and globally. We estimate that since 2016 The Parisian Macao digital marketing and social media program has reached over six billion online impressions, including from platforms within China such as Sina Weibo.

Experienced management team with a proven track record

Mr. Sheldon G. Adelson is our founder, chairman and chief executive officer. Mr. Adelson’s business career spans more than seven decades and has included creating and developing to maturity numerous companies.

69

Mr. Adelson created the MICE-based integrated resort and pioneered its development in the Las Vegas and Singapore markets, as well as in Macao, where he planned and developed the Cotai Strip. Dr. Wong Ying Wai, our President and Chief Operating Officer, Chum Kwan Lock, our Chief of Staff, and Sun Min Qi, our Chief Financial Officer, have substantial business experience and have successfully contributed to the execution of our operating strategies.

Unique MICE and entertainment facilities

Our market-leading MICE and entertainment facilities contribute to Macao’s diversification and appeal to business and leisure travelers while diversifying our cash flows and increasing revenues and profit. Our 1,660,000 square feet of MICE space is specifically designed to meet the needs of meeting planners and corporate events and trade show organizers from around the world. Our experience and expertise in this industry continues to drive leisure and business tourism to Macao. Since opening in 2007, our 15,000-seat Cotai Arena has established itself as one of the top live entertainment venues in Southern China. The theaters at The Venetian Macao, Sands Cotai Central and The Parisian Macao offer a variety of ticketed events. The live entertainment program at our properties is a key traffic driver and has established the Company as the leader in the field of tourism and leisure activities.

Significant benefits from our on-going relationship with LVS

Sands China is approximately 70% owned by Las Vegas Sands, the world’s leading developer and operator of MICE-based integrated resorts. The operating experience of Las Vegas Sands in developing and operating MICE-based integrated resorts in the Las Vegas, Singapore and Macao markets is a significant benefit to us.

Business Strategies

Building on our key strengths, we seek to enhance our position as the leading developer and operator of integrated resorts and casinos in Macao by continuing to implement the following business strategies:

Developing and diversifying our integrated resort offerings on Cotai to include a full complement of products and services to cater to different market segments. Our development on Cotai includes four integrated resorts, MICE space, additional retail, dining and entertainment facilities and a range of hotel offerings to cater to different segments of the market. In addition to The Venetian Macao and The Parisian Macao hotel rooms, we have Four Seasons, Conrad, Holiday Inn, Sheraton and St. Regis branded suites and hotel rooms. We are able to leverage the recognition and the sales, marketing and reservation capabilities of these premier hotel brands to attract a wide range of customers in different market segments to our properties. We believe our partnerships with renowned hotel management partners, our diverse integrated resort offerings and the convenience and accessibility of our properties will continue to increase the appeal of our properties to both the business and leisure customer segments.

Leveraging our scale of operations to create and maintain an absolute cost advantage. Management expects to benefit from lower unit costs due to the economies of scale inherent in our operations. Opportunities for lower unit costs include, but are not limited to, lower utility costs; more efficient staffing of hotel and gaming operations; and centralized laundry, transportation, marketing and sales, and procurement. In addition, our scale allows us to consolidate certain back office functions.

Focusing on the high-margin mass market gaming segment, while continuing to provide luxury amenities and high service levels to our VIP and premium players. Our properties cater not only to VIP and premium players, but also to mass market customers, which comprise our most profitable gaming segment. We believe the mass market segment will continue to be a long-term growing segment as a result of the introduction of more high-quality gaming facilities and non-gaming amenities into the market. Our management estimates our mass market table revenues typically generate a gross margin that is approximately four times higher than the gross margin on our typical VIP table revenues.

70

Identifying targeted investment opportunities to drive growth across our portfolio. We will continue to invest in the expansion of our facilities and the enhancement of the leisure and business tourism appeal of our Cotai property portfolio.

Industry

According to Macao Government statistics that are issued publicly on a monthly basis by DICJ, annual gaming revenues were US$33.2 billion in 2017, a 19.1% increase compared to 2016. Macao gross gaming revenues had experienced year-over-year growth beginning in August 2016, and Macao continues to be the largest gaming market in the world and the only market in China to offer legalized casino gaming.

We expect Macao will continue to experience meaningful long-term growth and the 32.6 million visitors Macao welcomed in 2017 will continue to increase over time. We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in Macao and neighboring Hengqin Island. There has been significant investment announced and recently completed by concessionaires and subconcessionaires in new resort development projects on Cotai. These new resorts should help increase the critical mass on Cotai and further drive Macao’s transformation into a leading leisure and business tourism destination in Asia.

We believe the development of additional integrated resort products in Macao will also drive increased demand for gaming products. Table games are the dominant form of gaming in Asia with Baccarat being the most popular game. Historically, VIP baccarat has generated the majority of gaming revenue in Macao. In 2017, however, the mass gaming and slot segments represented 52% of the market revenue due to the increasing diversity of mass gaming and slot products on Cotai. We expect this trend to continue and thereby intend to introduce more modern and popular products catering to this growing customer segment. Furthermore, continued improvement of our high-quality gaming product offerings has enabled us to capture a meaningful share of the overall Macao gaming market across all player segments.

Proximity to Major Asian Cities

More than 1.0 billion people are estimated to live within a three-hour flight from Macao and more than 3.0 billion people are estimated to live within a five-hour flight from Macao. Visitors from Hong Kong, Southeast China, Taiwan and other locations in Asia can reach Macao in a relatively short time, using a variety of transportation methods, and visitors from more distant locations in Asia can take advantage of short travel times by air to Zhuhai, Shenzhen, Guangzhou or Hong Kong (followed by a road, ferry or helicopter trip to Macao). In addition, numerous air carriers fly directly into Macau International Airport from many major cities in Asia.

Macao draws a significant number of customers who are visitors or residents of Hong Kong. One of the major methods of transportation to Macao from Hong Kong is the jetfoil ferry service, including our ferry service, CotaiJet. Macao is also accessible from Hong Kong by helicopter. In addition, the bridge linking Hong Kong, Macao and Zhuhai, which was opened in 2018, will reduce the travel time between Hong Kong and Macao and shorten the travel time from the Hong Kong International Airport to Macao.

Our Properties and Projects

Our operations consist of The Venetian Macao, Sands Cotai Central, The Parisian Macao and The Plaza Macao on Cotai and the Sands Macao on the Macao Peninsula, along with other operations that support these properties, including our high-speed CotaiJet ferry service operating between Hong Kong and Macao.

71

72

The following table sets forth data on our existing operations as of June 30, 2018:

	The Venetian Macao		Sands Cotai Central		The Parisian Macao		The Plaza Macao		Sands Macao		Total
Opening date		August 2007		April 2012(i)		September 2016		August 2008		May 2004
Hotel rooms and suites		2,841		6,246		2,491		360		238		12,176
Paiza suites		64		—		208		—		51		323
Paiza mansions		—		—		—		19		—		19
MICE (square feet)		1,200,000		369,000		63,000		28,000		—		1,660,000
Theater (seats)		1,800		1,701		1,200		—		650		—
Arena (seats)		15,000		—		—		—		—		—
Total retail (square feet)		926,000		517,000		296,000		258,000		50,000		2,047,000
Number of shops		353		155		160		146		14		828
Number of restaurants and food outlets		56		53		23		8		9		149
Total gaming facility (square feet)		374,000		367,000		253,000		105,000		213,000		1,312,000
Gaming units:
Tables(ii)		594		422		340		116		213		1,685
Slots		1,498		1,591		1,059		205		780		5,133

(i) Sands Cotai Central consists of the Conrad and Holiday Inn tower, the first Sheraton tower, the second Sheraton tower and the St. Regis tower, which opened in April 2012, September 2012, January 2013 and December 2015, respectively.

(ii) Permanent table count as of June 30, 2018.

The Venetian Macao

In August 2007, we opened The Venetian Macao, the anchor property of our Cotai development, located approximately three kilometers from the Taipa Ferry Terminal on Macao’s Taipa Island. As of June 30, 2018, The Venetian Macao included approximately 374,000 square feet of casino and gaming areas spread across exclusive VIP rooms and an expansive mass market gaming floor.

As of June 30, 2018, The Venetian Macao featured 594 table games and 1,498 slot machines or similar electronic gaming devices. The mass market gaming floor is divided into four uniquely designed areas: Red Dragon, Golden Fish, Phoenix and Imperial House. The Venetian Macao, with a theme similar to The Venetian Las Vegas, features replicas of many famous sites in Venice, Italy, including St. Mark’s Square, the Campanile Tower and Doge’s Palace. During the twelve months ended June 30, 2018, The Venetian Macao had approximately 35.6 million visitors.

In addition to gaming facilities, The Venetian Macao features a 39-floor five-star hotel tower with 2,841 standard hotel suites and 64 Paiza suites. Standard suites consist of a raised sleeping area and bathroom as well as a sunken living/working area. We believe these designs are responsive to the needs of regional leisure and business travelers as well as players, and help attract more multi-night leisure or business visitors to Macao, as typically seen in Las Vegas. The 64 Paiza suites range from 2,300 to 8,000 square feet. Each Paiza suite in The Venetian Macao offers a living room, a dining room, at least two bedrooms and private concierge service. Some larger suites include a private massage room, gym, pool and media/karaoke room.

The Venetian Macao also provides a broad selection of entertainment options and amenities that cater to mass market customers, including families, and also targets VIP and premium players with special products and services, such as the Paiza Club. The Venetian Macao has approximately 926,000 square feet of retail and dining areas at the Shoppes at Venetian, consisting of more than 350 stores and over 50 world-class restaurants, including a food court. Visitors and guests can access the Shoppes at Venetian from several different locations,

73

including the main road through Cotai, the Shoppes at Four Seasons, The Venetian Macao hotel and The Venetian Macao gaming floor. Offerings include a wide variety of shops, ranging from well-known international brands such as Hugo Boss, Armani Exchange, Furla, Calvin Klein, Coach, Michael Kors, Rimowa and Fossil, to midlevel retail offerings such as Massimo Dutti, Superdry, Nike, Adidas, Guess, Victoria’s Secret, Uniqlo, H&M, Marks & Spencer and Zara. The mall has an extensive selection of high-end jewelry and watch retailers such as Bvlgari, Chopard, Chaumet, Chow Tai Fook, Franck Muller, Lukfook Jewellery, Montblanc, Omega, Rolex, Piaget, Cartier, Breguet and Tiffany & Co.

The restaurants and stores are set along streetscapes reminiscent of historical streetscapes in Venice. The common areas within the retail space include St. Mark’s Square and three indoor canals with gondola rides, similar to the Grand Canal Shoppes in Las Vegas.

In addition, The Venetian Macao features a convention center and meeting room complex of approximately 1.2 million square feet. These MICE facilities provide a flexible and expansive space that can be configured to provide small, mid-size or large meeting rooms and/or accommodate large-scale multi-media events or trade shows. MICE events typically take place on weekdays, thereby drawing traffic during the portion of the week when hotels and casinos in Macao normally experience lower demand relative to weekends and holidays, when occupancy and room rates are typically at their peak due to leisure travel. The Venetian Macao also has a 15,000-seat arena, the Cotai Arena, which has hosted a wide range of entertainment and sporting events, and a 1,800-seat theater.

The refurbishment of The Venetian Macao hotel tower including all 2,905 suites, was completed in late January 2018.

Sands Cotai Central

Sands Cotai Central is located across the street from The Venetian Macao and The Plaza Macao and is our largest integrated resort on Cotai. Sands Cotai Central opened in phases, beginning in April 2012. The property features four hotel towers: the first hotel tower, which opened in April 2012, consisting of 654 five-star rooms and suites under the Conrad brand and 1,224 four-star rooms and suites under the Holiday Inn brand; the second hotel tower, which opened in September 2012, consisting of 1,842 rooms and suites under the Sheraton brand; the third hotel tower, which opened in January 2013, consisting of 2,126 rooms and suites under the Sheraton brand; and the fourth tower, which opened in December 2015, consisting of 400 rooms and suites under the St. Regis brand. Sands Cotai Central currently operates approximately 367,000 square feet of gaming space, with 422 table games and 1,591 slot machines or similar electronic gaming devices, and includes exclusive VIP rooms designed for VIP and premium players. Sands Cotai Central also has approximately 369,000 square feet of meeting space, a 1,701-seat theater and approximately 517,000 square feet of retail space with more than 150 stores and over 50 restaurants and food outlets. For the twelve months ended June 30, 2018, Sands Cotai Central had a total of approximately 18.5 million visits.

We previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks and expanded retail and food and beverage venues. We will add approximately 370 luxury suites in the St. Regis Tower Suites Macao. Design work is nearing completion and construction is being initiated and will be phased to minimize disruption during the property’s peak periods. We expect the additional St. Regis Tower Suites Macao to be completed in the first quarter of 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

The Parisian Macao

On September 13, 2016, the Company opened The Parisian Macao, an integrated resort connected to The Venetian Macao and The Plaza Macao, which includes 253,000 square feet of gaming space with 340 table

74

games and 1,059 slot machines. The Parisian Macao also features approximately 2,700 elegantly appointed rooms and suites and the Shoppes at Parisian, approximately 300,000 square feet of unique retail shopping with 160 stores featuring many international brands and home to 23 restaurants and food outlets featuring an international assortment of cuisines. Other non-gaming amenities at The Parisian Macao include a meeting room complex of approximately 63,000 square feet and a 1,200-seat theater. Directly in front of The Parisian Macao, and connected via a covered walk-way to the main building, is a half-scale authentic re-creation of the Eiffel Tower containing a viewing platform and restaurant. The Parisian Macao welcomed approximately 15.1 million visits for the twelve months ended June 30, 2018.

The Plaza Macao

In August 2008, we opened The Plaza Macao, which is located adjacent to The Venetian Macao. The Plaza Macao includes the Four Seasons Hotel Macao (360 rooms and suites managed by Four Seasons Hotels Inc.) and the Plaza Casino, which we own and operate and which features approximately 105,000 square feet of gaming space with 116 table games and 205 slot machines or similar electronic gaming devices; 19 Paiza Mansions; several food and beverage offerings; conference and banquet facilities; and the Shoppes at Four Seasons, which comprise retail space of approximately 258,000 square feet and is connected to the Shoppes at Venetian and the Shoppes at Cotai Central. The ultra-exclusive Paiza Mansions at The Plaza Macao were completed and introduced to the VIP market in July 2009. For the twelve months ended June 30, 2018, The Plaza Macao had a total of approximately 21.7 million visits.

The refurbishment of the 360 rooms and suites comprising the Four Seasons Hotel Macao, was completed in early August 2017.

We previously announced the Four Seasons Tower Suites Macao, which will feature approximately 290 additional premium quality suites. We have completed the structural work of the tower and have commenced preliminary build out of the suites. We expect the project to be completed in the first quarter of 2020.

Sands Macao

We opened the Sands Macao in May 2004. The Sands Macao was the first Las Vegas-style casino in Macao and currently contains a mix of gaming areas for mass market, VIP and premium players, and entertainment and dining facilities and hotel suites. The Sands Macao is situated on the Macao Peninsula near the Macau Maritime Ferry Terminal, on a waterfront parcel centrally located between the Gongbei border gate and the central business district in Macao. This location provides the Sands Macao access to a large customer base, particularly the approximately 11.2 million visits in 2017 by visitors who arrived in Macao by sea at the Taipa Ferry Terminal or the Macau Maritime Ferry Terminal. For the twelve months ended June 30, 2018, the Sands Macao had a total of approximately 5.8 million visits.

As of June 30, 2018, the Sands Macao features 289 suites, which are furnished with modern amenities. The Sands Macao also included approximately 213,000 square feet of gaming space and had 213 table games and 80 slot machines or similar electronic gaming devices.

In addition to gaming facilities and hotel accommodations, the Sands Macao also includes restaurants, spa facilities, entertainment areas and other amenities. The dining venues feature popular regional cuisine and include a Cantonese restaurant, and an upscale western-style steakhouse.

Other Operations

As part of our goal of driving visitation to Cotai and improving the customer experience in Macao, we have made targeted investments to help develop Macao’s transportation infrastructure. Our transportation operations consist of our high-speed CotaiJet ferry service between Hong Kong and Macao, CotaiLimo service, CotaiShuttle bus service, an airplane service for VIP and premium players, and travel agencies.

75

CotaiJet Ferry Service. In November 2007, we launched our high-speed CotaiJet ferry service between the Hong Kong Macau Ferry Terminal and the Taipa Ferry Terminal near our Cotai Strip development. With our 14 ferries, we have the ability to run ferries on 15-minute intervals as needed to meet demand. We transferred approximately 21,000 passengers per day for the twelve months ended June 30, 2018. We provided an average of approximately 47 daily round trip sailings between Macao and Hong Kong. Our CotaiJet ferry service offered the following routes:

From Hong Kong	To Macao
Hong Kong Macau Ferry Terminal	Taipa Ferry Terminal(i)
Hong Kong China Ferry Terminal	Taipa Ferry Terminal(i)
Sky Pier at Hong Kong International Airport	Taipa Ferry Terminal(i)
Hong Kong Macau Ferry Terminal	Macau Maritime Ferry Terminal
Hong Kong China Ferry Terminal	Macau Maritime Ferry Terminal

From Macao	To Hong Kong
Taipa Ferry Terminal(i)	Hong Kong Macau Ferry Terminal
Taipa Ferry Terminal(i)	Hong Kong China Ferry Terminal
Taipa Ferry Terminal(i)	Sky Pier at Hong Kong International Airport
Macau Maritime Ferry Terminal	Sky Pier at Hong Kong International Airport

(i) Before the Taipa Ferry Terminal was opened in June 2017, the CotaiJet ferry service was routed to the Taipa Temporary Ferry Terminal.

The CotaiJet service is fully managed and operated on our behalf by Chu Kong High-Speed Ferry Co., Ltd. of Hong Kong, using catamarans owned by our wholly owned indirect subsidiaries. Each custom-built catamaran has the capacity to carry more than 400 passengers and operate at top speeds of approximately 42 knots.

We operate our passenger ferry service pursuant to a 10-year license granted to us by the Macao Government on January 14, 2010.

CotaiLimo. Our CotaiLimo service fleet consists of over 90 limousines. It operates 24 hours per day and includes five signature vehicles (five Rolls-Royce Phantom EWB), which are provided on an exclusive basis to our VIP and premium players. Fleet deployment is managed through a centralized dispatch office for all pre-booked services, while additional vehicles are stationed at various locations to provide “on demand” services.

CotaiShuttle Bus Service. We operate a fleet of 147 (39 owned, 108 rented) complimentary shuttle buses that transport passengers between our properties and from the Macau Maritime Ferry Terminal, the Taipa Ferry Terminal and the Macau International Airport to our properties every five to ten minutes during peak periods. These shuttle buses are also supported by an additional 32 coaches available on request to serve increased demand. The CotaiShuttle also runs to and from two border checkpoints with mainland China, the Gongbei Border Gate and the Lotus Flower Bridge, transporting visitors directly to and between our properties every five to eight minutes during peak periods. The services between the Taipa Ferry Terminal and our properties provide a connecting service for all CotaiJet ferry arrivals and help direct visitors to our properties. In addition, a complimentary shuttle bus service operates between our Cotai properties, Wynn Palace, Studio City, City of Dreams, Galaxy Macau and Broadway Macau to enhance the overall Cotai experience. All of these routes maintain a regular schedule, although exact operating hours are dependent on the specific route. Most routes operate for a minimum of 16 hours every day.

Airplane. Through a Shared Services Agreement with LVS, we have access to a fleet of 19 corporate configured airplanes, three of which are currently stationed permanently in Asia. All airplanes are owned by LVS or by various entities controlled by our controlling shareholder and are operated by Sands Aviation, LLC, an affiliate of our Company. We can deploy these airplanes to bring VIP and premium players from around the globe to our properties in Macao.

76

CotaiTicketing. CotaiTicketing was established in 2007 to provide ticketing services for events at all our properties. CotaiTicketing currently sells tickets for events at the Cotai Arena, The Venetian Theatre, The Parisian Theatre, Sands Theatre, The Venetian Macao and Sands Cotai Central ballrooms, and CotaiJet ferry tickets. CotaiTicketing operates nine box office locations across all properties and a call center based in Macao with three language options and direct phone numbers for Asian and North American countries. We also sell tickets online 24 hours per day at our website www.CotaiTicketing.com. This site is available in two languages—English and Simplified Chinese.

Travel Agencies. We have our own travel agencies, CotaiTravel in Macao and Sands Resorts Travel Limited in Hong Kong. We have also developed partnerships with a large number of tour and travel companies throughout Asia. These agencies assist with reservations and booking for travel to Macao and for various shows and other activities and entertainment amenities at our properties.

Retail Mall Operations. We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao, the Four Seasons Hotel Macao and Sands Macao. Upon completion of all phases of Sands Cotai Central’s renovation, rebranding and expansion to The Londoner Macao, we will own over 2.0 million square feet of gross retail space on Cotai.

Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenue primarily from leases with tenants through base minimum rents, overage rents and reimbursements for common area maintenance (“CAM”) and other expenditures. For further information related to the financial performance of our malls, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The tables below set forth certain information regarding our mall operations on Cotai as of June 30, 2018.

Mall Name	Total GLA(i)			Selected Significant Tenants
Shoppes at Venetian		786,652	(ii)	Zara, Swarovski, Victoria’s Secret, Tiffany & Co., Uniqlo, Rolex, H&M, Plein Sport
Shoppes at Cotai Central		517,238	(iii)	Apple, Marks & Spencer, Kid’s Cavern, Zara, Under Armour, Omega, Nike, Chow Tai Fook, Planet J
Shoppes at Parisian		295,896		Alexander McQueen, Isabel Marant, Lanvin, Maje, Sandro, Zadig & Voltaire, Paul Smith
Shoppes at Four Seasons		258,264		Cartier, Chanel, Louis Vuitton, Hermes, Gucci, Dior, Armani, Dolce & Gabanna, Loro Piana, Saint Laurent Paris

(i) Represents Gross Leasable Area in square feet.

(ii) Excludes approximately 139,000 square feet of space on the fifth floor currently not on the market for lease.

(iii) The Shoppes at Cotai Central will feature up to an estimated 600,000 square feet of gross leasable area upon completion of all phases of Sands Cotai Central’s renovation, rebranding and expansion to The Londoner Macao.

77

The following table reflects our tenant representation by category for our mall operations as of June 30, 2018.

Category	Square Feet		% of Square Feet			Representative Tenants
Fashion (luxury, women’s, men’s, mixed)		590,967		34	%	Louis Vuitton, Hermes, Dior, Gucci, Versace, Chanel
Restaurants and lounges		283,960		17	%	Bambu, Lei Garden, Dragon King, Morton’s, McDonald’s, Lady M
Multi-Brands		268,243		16	%	Duty Free America, The Atrium, Temptation
Lifestyle, sports and entertainment		158,637		9	%	Manchester United, Nike, Adidas, Fila
Fashion accessories and footwear		128,404		7	%	Charles & Keith, Rimowa, Stuart Weitzman
Jewelry		107,724		6	%	Rolex, Omega, BVLGARI, Tiffany & Co., Luk Fook
Health and beauty		64,117		4	%	Sa Sa, Colourmix, Manning, Ingrid Millet Paris
Home furnishing and electronics		47,645		3	%	Apple, Samsung, Zara Home
Banks and services		31,003		2	%	Bank of China, ICBC, BNU
Specialty foods		19,237		1	%	Godiva, Haagen Dazs, TEA WG, Noble Mart
Arts and gifts		12,828		1	%	Gondola Shop, Eiffel Tower Souvenirs
Total		1,712,765		100	%

Our Development Projects

As noted above, we previously announced the renovation, expansion and rebranding of the Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks and expanded retail and food and beverage venues. We will add approximately 370 luxury suites in the St. Regis Tower Suites Macao. Design work is nearing completion and construction is being initiated and will be phased to minimize disruption during the property’s peak periods. We expect the additional St. Regis Tower Suites Macao to be completed in the first quarter of 2020 and The Londoner Macao project to be completed in phases throughout 2020 and 2021.

We also previously announced the Four Seasons Tower Suites Macao, which will feature approximately 290 additional premium quality suites. We have completed the structural work of the tower and have commenced preliminary build out of the suites. We expect the project to be completed in the first quarter of 2020.

We anticipate the total costs associated with these development projects to be approximately $2.2 billion. The ultimate costs and completion dates for these projects are subject to change as we finalize our planning and design work and complete the projects. See “Risk Factors—Risks Related to Our Business—There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows.”

Our Land Concessions

We have received land concessions from the Macao Government to build the Sands Macao and Parcels 1, 2, 3 and 5 and 6 on Cotai, the sites on which The Venetian Macao (Parcel 1), The Plaza Macao (Parcel 2), The Parisian Macao (Parcel 3) and Sands Cotai Central (Parcels 5 and 6) are located. We do not own these parcels; however, the land concessions, which have an initial term of 25 years and are renewable at our option in accordance with Macao laws, grant us exclusive use of the land.

78

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

Advertising and Marketing

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

We maintain websites to allow our customers to make room and/or restaurant reservations, purchase show tickets and provide feedback. We also continue to enhance and expand our use of digital marketing and social media to promote our integrated resorts, events and special offers, cultivate customer relationships and provide information and updates regarding our corporate citizenship efforts, including our sustainability and corporate giving programs.

Intellectual Property

Our intellectual property portfolio currently consists of trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information. We believe that the name recognition, brand identification and image that we have developed through our intellectual properties attract customers to our facilities, drive customer loyalty and contribute to our success. We register and protect our intellectual property in the jurisdictions in which we operate or significantly advertise, as well as in countries in which we may operate in the future or wish to ensure protection of our rights.

Employees

We directly employ approximately 27,800 employees as of June 30, 2018 and hire additional temporary employees on an as-needed basis. Our employees are not covered by collective bargaining agreements. We believe that we have good relations with our employees.

See Note 2(s) and Note 29 to our audited consolidated financial statements for the year ended December 31, 2017 included elsewhere in this prospectus for details about share-based compensation available to our employees, directors and consultants.

Competition

Gaming in Macao is administered by the government through concessions awarded to three different concessionaires and three subconcessionaires, of which we are one. No additional concessions have been granted by the Macao Government 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.

Sociedade de Jogos de Macau, S.A., a company incorporated under the laws of Macao (“SJM”), holds one of the three concessions (which expires in March 2020) and currently operates 20 facilities throughout Macao. Historically, SJM was the only gaming operator in Macao. Many of its gaming facilities are relatively small locations that are offered as amenities in hotels; however, some are large operations, including the Hotel Lisboa and The Grand Lisboa. SJM is currently developing the Grand Lisboa Palace, a 2,000-room resort on Cotai, which is scheduled to open in the second half of 2019.

79

MGM Grand Paradise, S.A. (also known as MGM Grand Paradise Limited), a company incorporated under the laws of Macao (“MGM Grand Paradise”), a joint venture between MGM Resorts International and Pansy Ho Chiu-King, obtained a subconcession from SJM in April 2005 (which subconcession expires in March 2020), allowing the joint venture to conduct gaming operations in Macao. The MGM Grand Macau opened in December 2007 and is located on the Macao Peninsula adjacent to the Wynn Macau. In February 2018, MGM Grand Paradise opened MGM Cotai, which includes approximately 1,400 hotel rooms and other non-gaming amenities and is located behind Sands Cotai Central.

Wynn Resorts (Macau) S.A., a company incorporated under the laws of Macao (“Wynn Resorts Macau”), a subsidiary of Wynn Resorts, Limited, holds a concession (which expires in June 2022) and owns and operates the Wynn Macau and Encore at Wynn Macau, which opened in September 2006 and April 2010, respectively. In August 2016, Wynn Resorts Macau opened a 1,700-room integrated resort, Wynn Palace, which is located behind the City of Dreams and MGM Cotai.

In 2006, Melco Resorts (Macau), S.A., a company incorporated under the laws of Macao (“Melco”), purchased Wynn Resorts Macau’s subconcession right under its gaming concession (which subconcession expires in June 2022), which permitted Melco to receive a gaming subconcession from the Macao Government. In May 2007, Melco opened the Crown Macao, later renamed Altira. In June 2009, Melco opened the City of Dreams, an integrated casino resort located adjacent to our Sands Cotai Central, which includes Nuwa, The Countdown Hotel, and Grand Hyatt hotels. In October 2015, Melco opened its second casino resort on Cotai, Studio City; which includes 1,600 hotel rooms, restaurants, retail, convention and exhibition facilities and other resort attractions. Melco opened the fifth tower at City of Dreams, the 772-room Morpheus Tower, in June 2018.

Galaxy Casino S.A. (also known as Galaxy Casino Company Limited), a company incorporated under the laws of Macao (“Galaxy”), holds the third concession (which expires in June 2022) and has the ability to operate casino properties independent of our subconcession agreement with Galaxy and the Macao Government. Galaxy currently operates six casinos in Macao, including StarWorld Hotel, which opened in October 2006; Galaxy Macau, which is located near The Venetian Macao and opened in May 2011; and Broadway Macau, which opened in May 2015. Additionally, in May 2015, Galaxy opened the second phase of its Galaxy Macau property on Cotai. The expansion includes JW Marriott and The Ritz Carlton, comprised of approximately 1,250 hotel rooms, as well as additional restaurants, retail and convention and exhibition facilities. Galaxy is currently developing the third phase of its Galaxy Macau property on Cotai.

Our operations also face competition from other gaming and resort destinations, both in Asia and globally.

Legal Proceedings

On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS Nevada, LVS LLC and Venetian Casino (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately US$373 million) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao Government for the award of gaming concessions at the end of 2001. On April 24, 2014, the Macao Judicial Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the three U.S. Defendants. On May 8, 2014, AAEC lodged an appeal against that decision. This action is in a preliminary stage and management has determined based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

The Company is involved in other litigation in addition to those described above, arising in the normal 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,

80

such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.

No Material Change

Our directors confirm that, except as stated in this prospectus, since June 30, 2018 (being the date on which the latest consolidated financial statements of the Company were prepared) and up to the date of this prospectus, there has been no material adverse change in our financial or trading position that would materially affect the information shown in our consolidated financial statements included in this prospectus.

81

REGULATION

Macao Concession and Our Subconcession

In June 2002, the Macao government granted one of three concessions to operate casinos in Macao to Galaxy. During December 2002, we entered into a subconcession agreement with Galaxy, which was approved by the Macao government. The subconcession agreement allows us to develop and operate certain casino projects in Macao, including Sands Macao, The Venetian Macao, The Plaza Macao and the Four Seasons Hotel Macao, Sands Cotai Central and The Parisian Macao, separately from Galaxy. Under the subconcession agreement, we are obligated to operate casino games of chance or games of other forms in Macao. We were also obligated to develop and open The Venetian Macao and a convention center by December 2007, and we were required to invest, or cause to be invested, at least 4.4 billion patacas (approximately US$548 million at exchange rates in effect at the time of the transaction) in various development projects in Macao by June 2009, which obligations we have fulfilled.

If the Galaxy concession is terminated for any reason, our subconcession will remain in effect. The subconcession may be terminated by agreement between Galaxy and us. Galaxy is not entitled to terminate the subconcession unilaterally; however, the Macao government, after consultation with Galaxy, may terminate the subconcession under certain circumstances. Galaxy has developed, and may continue to develop, hotel and casino projects separately from us.

According to the Macao gaming regulatory framework, 10.0% of each subconcessionaire’s issued share capital must be held by its managing director, who must be appointed by the applicable subconcessionaire and must be a permanent Macao resident. VVDIL has entered into a usufruct agreement with Mr. Antonio Ferreira, the managing director of VML and a permanent Macao resident, whereby Mr. Ferreira agreed to create a usufruct over 10.0% of VML’s issued share capital to the sole and exclusive benefit of VVDIL. Mr. Ferreira has no economic interest in VML and receives no distributions.

We are subject to licensing and control under applicable Macao law and are required to be licensed by the Macao gaming authorities to operate a casino. We must pay periodic and regular fees and taxes, and our gaming license is not transferable. We must periodically submit detailed financial and operating reports to the Macao gaming authorities and furnish any other information that the Macao gaming authorities may require. No person may acquire any rights over the shares or assets of VML, SCL’s wholly owned subsidiary, without first obtaining the approval of the Macao gaming authorities. Similarly, no person may enter into possession of its premises or operate them through a management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving a license from, the Macao gaming authorities. The transfer or creation of encumbrances over ownership of shares representing the share capital of VML or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders’ rights to persons other than the original owners, would require the approval of the Macao government and the subsequent report of such acts and transactions to the Macao gaming authorities.

Our subconcession agreement requires, among other things: (i) approval of the Macao government for transfers of shares in VML, or of any rights over or inherent to such shares, including the grant of voting rights or other stockholder’s rights to persons other than the original owners, as well as for the creation of any charge, lien or encumbrance on such shares; (ii) approval of the Macao government for transfers of shares, or of any rights over such shares, in any of our direct or indirect stockholders, provided that such shares or rights are directly or indirectly equivalent to an amount that is equal to or higher than 5% of VML’s share capital; and (iii) that the Macao government be given notice of the creation of any encumbrance or the grant of voting rights or other stockholder’s rights to persons other than the original owners on shares in any of the direct or indirect stockholders in VML, provided that such shares or rights are equivalent to an amount that is equal to or higher than 5% of VML’s share capital. The requirements in provisions (ii) and (iii) above will not apply, however, to securities listed as tradable on a stock exchange.

82

The Macao gaming authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether our suitability and/or financial capacity is affected by this individual. LVSC and SCL shareholders with 5% or more of the share capital, directors and some of our key employees must apply for and undergo a finding of suitability process and maintain due qualification during the subconcession term, and accept the persistent and long-term inspection and supervision exercised by the Macao government. VML is required to notify the Macao government immediately should VML become aware of any fact that may be material to the appropriate qualification of any shareholder who owns 5% of the share capital, or any officer, director or key employee. Changes in licensed positions must be reported to the Macao gaming authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Macao gaming authorities have jurisdiction to disapprove a change in corporate position. If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person. In addition, the Macao gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.

Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macao gaming authorities may be found unsuitable. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a company incorporated in Macao and registered with the Macao Companies and Moveable Assets Registrar (a “Macao registered corporation”) beyond the period of time prescribed by the Macao gaming authorities may lose their rights to the shares. We will be 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, we:

• pay that person any dividend or interest upon its shares;

• allow that person to exercise, directly or indirectly, any voting right conferred through shares 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 that unsuitable person to relinquish its shares.

The Macao gaming authorities also have the authority to approve all persons owning or controlling the stock of any corporation holding a gaming license.

In addition, the Macao gaming authorities require prior approval for the creation of liens and encumbrances over VML’s assets and restrictions on stock in connection with any financing.

The Macao gaming authorities must give their prior approval to changes in control of VML through a merger, consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person whereby he or she obtains control. Entities seeking to acquire control of a Macao registered corporation must satisfy the Macao gaming authorities concerning a variety of stringent standards prior to assuming control. The Macao gaming authorities may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.

The Macao gaming authorities may consider some management opposition to corporate acquisitions, repurchases of voting securities and corporate defense tactics affecting Macao gaming licensees, and the Macao registered corporations affiliated with such operations, to be injurious to stable and productive corporate gaming.

The Macao gaming authorities also have the power to supervise gaming licensees in order to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

83

The subconcession agreement requires the Macao gaming authorities’ prior approval of any recapitalization plan proposed by VML’s Board of Directors. The Chief Executive of Macao could also require VML to increase its share capital if he deemed it necessary.

The Macao government also has the right, after consultation with Galaxy, to unilaterally terminate the subconcession agreement at any time upon the occurrence of specified events of default, including:

• the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession;

• the suspension of operations of our gaming business in Macao without reasonable grounds for more than seven consecutive days or more than fourteen non-consecutive days within one calendar year;

• the unauthorized transfer of all or part of our gaming operations in Macao;

• the failure to pay taxes, premiums, levies or other amounts payable to the Macao government;

• the failure to resume operations following the temporary assumption of operations by the Macao government;

• the repeated opposition to supervision and inspection or the repeated failure to comply with decisions of the Macao government, namely of the Macao gaming authorities;

• the failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period;

• the bankruptcy or insolvency of VML;

• fraudulent activity by VML;

• serious and repeated violation by VML of the applicable rules for carrying out casino games of chance or games of other forms or the operation of casino games of chance or games of other forms;

• the grant to any other person of any managing power over VML; or

• the failure by a controlling shareholder in VML to dispose of its interest in VML following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in VML.

In addition, we must comply with various covenants and other provisions under the subconcession, including obligations to:

• ensure the proper operation and conduct of casino games;

• employ people with appropriate qualifications;

• operate and conduct casino games of chance in a fair and honest manner without the influence of criminal activities;

• safeguard and ensure Macao’s interests in tax revenue from the operation of casinos and other gaming areas; and

• maintain a specified level of insurance.

The subconcession agreement also allows the Macao government to request various changes in the plans and specifications of our Macao properties and to make various other decisions and determinations that may be binding on us. For example, the Macao government has the right to require that we contribute additional capital to our Macao subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macao government to be necessary. VML is limited in its ability to raise additional capital by the need to first obtain the approval of the Macao gaming and governmental authorities before raising certain debt or equity.

84

If our subconcession is terminated in the event of a default, the casinos and gaming-related equipment would be automatically transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations. In many of these instances, the subconcession agreement does not provide a specific cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macao government to give us an opportunity to remedy any such default.

The Sands Macao, The Venetian Macao, The Plaza Macao, the Four Seasons Hotel Macao, Sands Cotai Central and The Parisian Macao are being operated under our subconcession agreement. This subconcession excludes the following gaming activities: mutual bets, lotteries, raffles, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes. Our subconcession is exclusively governed by Macao law. We are subject to the exclusive jurisdiction of the courts of Macao in case of any dispute or conflict relating to our subconcession.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, the casinos and gaming-related equipment will automatically be transferred to the Macao government without compensation to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macao government may redeem our subconcession by giving us at least one-year prior notice and by paying us fair compensation or indemnity.

Under our subconcession, we are obligated to pay to the Macao government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables employed and gaming machines operated by us. The fixed portion of the premium is equal to MOP 30 million (approximately US$4 million at exchange rates in effect on June 30, 2018). The variable portion is equal to MOP 300,000 per gaming table reserved exclusively for certain kinds of games or players, MOP 150,000 per gaming table not so reserved and MOP 1,000 per electrical or mechanical gaming machine, including slot machines (approximately US$37,113, US$18,557 and US$124, respectively, at exchange rates in effect on June 30, 2018), subject to a minimum of MOP 45 million (approximately US$6 million at exchange rates in effect on June 30, 2018). We also have to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. We must also contribute 4% of our gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao. This percentage may be subject to change in the future.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, gross gaming revenue does not include deductions for credit losses. As a result, if we extend credit to our customers in Macao and are unable to collect on the related receivables from them, we have to pay taxes on our winnings from these customers even though we were unable to collect on the related receivables. If the laws are not changed, our business in Macao may not be able to realize the full benefits of extending credit to our customers.

In August 2018, we received an extension of our exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance through June 26, 2022, the date our subconcession agreement expires. In May 2014, we entered into an agreement with the Macao government effective through the end of 2018 that provides for an annual payment of MOP 42 million (approximately US$5 million at exchange rates in effect on June 30, 2018) as a substitution for a 12% tax otherwise due from VML’s shareholders on dividend distributions paid from VML gaming profits. We have requested an additional agreement with the Macao Government to correspond to the income tax exemption for gaming operations, however, there is no assurance that we will receive extensions on this tax arrangement.

85

BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Our Directors

The following table sets forth information regarding our Board of Directors as of the date of this prospectus⁽ⁱ⁾.

Name	Position	Age
Mr. Sheldon Gary Adelson	Chairman of the Board, Chief Executive Officer, and Executive Director		85
Dr. Wong Ying Wai	President and Chief Operating Officer and Executive Director		66
Mr. Robert Glen Goldstein	Non-executive Director		63
Mr. Charles Daniel Forman	Non-executive Director		72
Ms. Chiang Yun	Independent Non-executive Director		51
Mr. Victor Patrick Hoog Antink	Independent Non-executive Director		65
Mr. Steven Zygmunt Strasser	Independent Non-executive Director		70
Mr. Kenneth Patrick Chung	Independent Non-executive Director		61

(i) Mr. Wang Sing resigned as an Independent Non-executive Director with effect from October 11, 2018.

The biography of each Director is set out below:

Executive Directors

Mr. Sheldon Gary Adelson is the Chairman of the Board, Chief Executive Officer, an Executive Director and the Chairman of the Nomination Committee. He is also the chief executive officer of one of our U.S. subsidiaries. Mr. Adelson served as a Non-Executive Director from August 2009 until March 2015. Mr. Adelson has been the chairman of the board, chief executive officer and a director of LVS since August 2004. Mr. Adelson has been the chairman of the board, chief executive officer and a director of LVS LLC (or its predecessor, Las Vegas Sands, Inc.) since April 1988, when it was formed to own and operate the former Sands Hotel and Casino. Mr. Adelson also created and developed the Sands Expo and Convention Center, the first privately owned convention center in the United States, which was transferred to LVS in July 2004. Mr. Adelson’s business career spans more than seven decades and has included creating and developing to maturity numerous companies. Mr. Adelson has extensive experience in the convention, trade show and tour and travel businesses. He created and developed the COMDEX Trade Shows, including the COMDEX/Fall Trade Show, which was the world’s largest computer show in the 1990s. He has been the president and chairman of Interface Group Holding Company, Inc. and its predecessors since the mid-1970s and a manager of LVS’s affiliate Interface Group-Massachusetts, LLC and was president of its predecessors since 1990. Mr. Adelson has earned multiple honorary degrees and has been a guest lecturer at various colleges and universities, including the University of New Haven, Harvard Business School, Columbia Business School, Tel Aviv University and Babson College. Among his numerous awards for his business and philanthropic work are the Armed Forces Foundation’s Patriot Award, the Hotel Investment Conference’s Innovation Award, the Woodrow Wilson Award for Corporate Citizenship and induction into the American Gaming Association’s Hall of Fame. Mr. Adelson was re-designated as an Executive Director with effect from March 6, 2015.

Dr. Wong Ying Wai is President and Chief Operating Officer, an Executive Director, a member of the Remuneration Committee and the Capex Committee. He is also a director of various subsidiaries of the Company. Dr. Wong joined the administrative officer grade of the Hong Kong Government in 1975 and served in a number of key positions including deputy secretary for the civil service and deputy director—general of industry. Dr. Wong joined the private sector in 1992 and has held top management positions in a number of Hong Kong listed companies in the property development and construction business sectors including Hsin Chong Group Holdings Limited (formerly known as “Hsin Chong Construction Group Limited”), K. Wah International Holdings Limited, Henderson China Holdings Limited and the Shui On Group.

Dr. Wong started his political career at the national level when he was appointed as a member of The Basic Law Consultative Committee (1985–1990) by the Central People’s Government of the People’s Republic of

86

China. He was subsequently appointed by the National People’s Congress of the People’s Republic of China (the “NPC”) as a member of the Preliminary Working Committee for the HKSAR’s Preparatory Committee in 1993 and a member of the HKSAR Preparatory Committee in 1995, both bodies were responsible for the transitional policies and arrangements relating to the establishment of the HKSAR Government in 1997. Dr. Wong was a deputy to the NPC during the period from 1997 to 2013.

Dr. Wong’s public service continues through his participation in a number of councils and committees in Hong Kong and Macao. He is currently the chairman of the Hong Kong Arts Development Council and the Standing Commission on Civil Service Salaries and Conditions of Service, the vice chairman of the Hong Kong Film Development Council, the chairman emeritus of the Hong Kong Baptist University Foundation (since January 2018), the chairman and director of The Hong Kong International Film Festival Society Limited, Asian Film Awards Academy Limited and Hong Kong Institute for Public Administration, a director and the chairman emeritus of Pacific Basin Economic Council Limited. He was appointed as a member of the Cultural Industries Committee and the Tourism Development Committee of the Government of the Macao Special Administrative Region in 2016 and 2018 respectively. He was the chairman of the Court and Council of the Hong Kong Baptist University during the period from 2007 to 2012.

For his long and distinguished public and community service, Dr. Wong was awarded the silver bauhinia star and the gold bauhinia star by the Government of the HKSAR in 2007 and 2015 respectively. Dr. Wong was conferred the degree of Doctor of Humanities honoris causa from Hong Kong Baptist University in November 2013, recognizing his outstanding professional achievements as well as his remarkable contributions to society. He was educated at Harvard University (MPA), University of Oxford, The University of Hong Kong (BSocSc) and The Chinese University of Hong Kong.

Dr. Wong is currently an independent non-executive director of Xinyi Glass Holdings Limited, a company listed on the Hong Kong Stock Exchange. Dr. Wong was the executive director, executive chairman and chief executive officer of Hsin Chong Group Holdings Limited, a company listed on the Hong Kong Stock Exchange, until November 1, 2015 and served as the senior adviser to the board of Hsin Chong Group Holdings Limited subsequent to his resignation from other positions mentioned above, until May 23, 2017. He was also a non-executive director and chairman of Synergis Holdings Limited, a company listed on the Hong Kong Stock Exchange, until December 11, 2015. Dr. Wong was appointed as an Executive Director on January 22, 2016.

Non-Executive Directors

Mr. Robert Glen Goldstein is a Non-Executive Director and the Chairman of the Capex Committee. He is also a director of one of our Macao subsidiaries and the senior vice president of one of our U.S. subsidiaries. Mr. Goldstein has been the president, chief operating officer and a director of LVS and LVS LLC since January 2015 and Mr. Goldstein served as a Non-Executive Director since May 2014 until he was subsequently re-designated as an Executive Director in March 2015, and he was further re-designated as a Non-Executive Director in November 2015. Mr. Goldstein was our Interim President from March 2015 to November 2015 and has been a member of the Capex Committee since March 2015. He previously served as LVS’ President of Global Gaming Operations from January 2011 until December 2014, LVS’ Executive Vice President from July 2009 until December 2014, and the secretary of LVS from August 2016 to November 2016. He has held other senior executive positions at LVS and its subsidiaries since 1995. From 1992 until joining LVS in 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. Mr. Goldstein was a director of Remark Holdings, Inc. (formerly known as “Remark Media, Inc.”) from May 2013 to March 2017. Mr. Goldstein holds a Bachelor of Arts, History and Political Science, Magna Cum Laude, from the University of Pittsburgh and a Juris Doctorate from the Temple University School of Law. In 1980, he became a member of the Pennsylvania Bar Association. Mr. Goldstein was re-designated as a Non-Executive Director on November 1, 2015.

Mr. Charles Daniel Forman is a Non-Executive Director. Mr. Forman is currently a director of LVS and LVS LLC since August 2004 and March 2004 respectively. Mr. Forman served as the chairman and chief

87

executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was the executive vice president of international operations of Key3Media, Inc. From 1998 to 2000, he was the chief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was the executive vice president, chief financial and legal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was the vice president and general counsel of The Interface Group, a tradeshow and convention business that owned and operated COMDEX. Mr. Forman was in private law practice from 1972 to 1988. Mr. Forman is a member of the board of trustees of The Dana-Farber Cancer Institute, Inc. and a treasurer and director of Nantucket Jewish Cemetery, Inc. Mr. Forman holds a Bachelor of Arts from the University of Pennsylvania and Juris Doctorate from the Boston University School of Law. Mr. Forman was appointed as a Non-Executive Director on May 30, 2014.

Independent Non-Executive Directors

Ms. Chiang Yun is an Independent Non-Executive Director, a member of the Audit Committee and a member of the Nomination Committee. With over 24 years of private equity investment experience, Ms. Chiang is currently the chief executive officer and managing partner of Prospere Capital Limited (since April 2018). Ms. Chiang had been a non-executive director of Goodbaby International Holdings Limited, listed on the Hong Kong Stock Exchange, since July 2000 until she was re-designated as an independent non-executive director in May 2014. Ms. Chiang is currently an independent non-executive director of Pacific Century Premium Developments Limited, listed on the Hong Kong Stock Exchange and an independent non-executive director and a member of the audit committee and the health, safety and security committee of Merlin Entertainments Plc., listed on the Main Market of the London Stock Exchange. Ms. Chiang was one of the founding managing partners of Pacific Alliance Equity Partners, the private equity division of Pacific Alliance Group until March 2018. Ms. Chiang obtained her Executive Master of Business Administration from The Kellogg Graduate School of Management of Northwestern University and Hong Kong University of Science and Technology and Bachelor of Science degree, cum laude, from Virginia Polytechnic Institute and State University. Ms. Chiang was appointed as an Independent Non-Executive Director on October 14, 2009.

Mr. Victor Patrick Hoog Antink is an Independent Non-Executive Director, the Chairman of the Audit Committee, a member of the Remuneration Committee, the Capex Committee and the Nomination Committee. Mr. Hoog Antink is a member of the Bond University Council and the chairman of the Bond Business School Board of Advisors in Australia. He is also the former chairman of South Bank Corporation, and was a director of Property Industry Foundation until June 30, 2016. Mr. Hoog Antink retired as the chief executive officer of DEXUS Property Group in March 2012, a company listed on the Australian Stock Exchange (ASX:DXS). Prior to joining DEXUS Property Group in 2003, Mr. Hoog Antink was the director of funds management of Westfield Holdings Limited in Sydney. Mr. Hoog Antink has also held positions with Greenprint Foundation as a director, Property Council of Australia as national president, Shopping Center Council of Australia as director, McIntosh Securities Limited, Sydney as a director in corporate and property, Allco Finance Group Limited, Sydney as a director in property finance, Chase Corporation Limited, Sydney as a property director, and Hill Samuel Limited (now Macquarie Bank), Sydney as an associate director. Mr. Hoog Antink holds a Bachelor of Commerce from the University of Queensland and a Master of Business Administration from Harvard Business School. He is a Fellow of the Australian Institute of Company Directors, a Fellow of the Institute of Chartered Accountants, Australia, a Fellow of the Australian Property Institute and a Fellow of the Royal Institute of Chartered Surveyors. In 2016, Mr. Hoog Antink was awarded National Life Membership of the Property Council of Australia. Mr. Hoog Antink possesses the accounting and related financial management expertise required under Rule 3.10(2) of the Listing Rules. Mr. Hoog Antink was appointed as an Independent Non-Executive Director on December 7, 2012.

Mr. Steven Zygmunt Strasser is an Independent Non-Executive Director, a member of the Audit Committee and the Chairman of the Remuneration Committee. Mr. Strasser has spent 28 years heading energy companies in the United States and in Asia. Mr. Strasser was, until June 2012, (i) the chairman, director and chief

88

executive officer of Power Efficiency Corporation, a startup clean-tech company in the United States and (ii) the chairman, director and chief executive officer of Power Efficiency Asia Ltd. In 2001, Mr. Strasser also founded and became the chief executive officer of Summit Energy Ventures LLC, a “clean-tech” venture capital fund. Mr. Strasser holds a Bachelor of Arts in Political Science and Economics and a Bachelor of Civil Law from McGill University and a Juris Doctor degree from the University of Washington. He also pursued post-graduate studies in international law at the University of Aix-en-Provence. Mr. Strasser was appointed as an Independent Non-Executive Director on May 31, 2013.

Mr. Kenneth Patrick Chung is an Independent Non-Executive Director and a member of the Audit Committee. Mr. Chung joined Deloitte Haskins and Sells London Office in 1980. Mr. Chung became a partner of PricewaterhouseCoopers in 1992, and was a financial service specialist of PricewaterhouseCoopers (Hong Kong and China) since 1996. He was the human resources partner of PricewaterhouseCoopers (Hong Kong), the responsible partner of the audit department of PricewaterhouseCoopers (Hong Kong and China), and the global lead partner of the audit engagement team for Bank of China Limited. Mr. Chung retired from PricewaterhouseCoopers in 2009. Mr. Chung was the honorary treasurer of Community Chest of Hong Kong. Mr. Chung has also served as the audit partner for the restructurings and initial public offerings of Bank of China Limited, Bank of China (Hong Kong) Limited and Bank of Communications Co., Ltd. Mr. Chung was also an independent non-executive director of Industrial and Commercial Bank of China Limited, a company listed on the Hong Kong Stock Exchange until March 2017. Currently, Mr. Chung serves as an independent non-executive director of China Construction Bank Corporation, a company listed on the Hong Kong Stock Exchange (since November 2018), an independent non-executive director of Prudential Corporation Asia Ltd. (since April 2018), the vice chairman of International Social Service Hong Kong Branch and a trustee of Fu Tak Iam Foundation Limited. Mr. Chung received his bachelor degree in economics from the University of Durham. He is a member of the Institute of Chartered Accountants in England and Wales, a member of the Hong Kong Institute of Certified Public Accountants and a member of the Macau Society of Certified Practicing Accountants. Mr. Chung possesses the accounting and related financial management expertise required under Rule 3.10(2) of the Listing Rules. Mr. Chung was appointed as an Independent Non-Executive Director on July 15, 2016.

The Board has established four committees, being the Audit Committee, the Remuneration Committee, the Nomination Committee, and the Capex Committee. The table below details the membership and composition of each of the four committees as of the date of this prospectus.

Name of Director	Audit Committee	Remuneration Committee	Nomination Committee	Capex Committee
Mr. Sheldon Gary Adelson	—	—	Chairman	—
Dr. Wong Ying Wai	—	Member	—	Member
Mr. Robert Glen Goldstein	—	—	—	Chairman
Mr. Charles Daniel Forman	—	—	—	—
Ms. Chiang Yun	Member	—	Member	—
Mr. Victor Patrick Hoog Antink	Chairman	Member	Member	Member
Mr. Steven Zygmunt Strasser	Member	Chairman	—	—
Mr. Kenneth Patrick Chung	Member	—	—	—

Our Senior Management

As of the date of this prospectus, details of our senior management are as follows:

Mr. Sheldon Gary Adelson is the Chairman of our Board, Chief Executive Officer, Executive Director and the Chairman of the Nomination Committee.

Dr. Wong Ying Wai is our President and Chief Operating Officer, Executive Director and a member of the Remuneration Committee and the Capex Committee.

89

Mr. Chum Kwan Lock, Grant is our Chief of Staff and is also a director of a number of our subsidiaries. Mr. Chum joined LVS and our Group as Senior Vice President, Global Gaming Strategy in July 2013. Prior to joining the Group, Mr. Chum spent 14 years at UBS Investment Bank (“UBS”) in a variety of roles, including serving as head of Hong Kong equity research from 2010 to 2013, and head of China equity research from 2007 to 2010. Mr. Chum was also responsible for Asia gaming equity research from 2006 to 2013 for UBS and was named Asia’s stock-picker of the year by the Financial Times in 2011. Mr. Chum graduated in Philosophy, Politics, and Economics with First Class Honors from Oxford University.

Mr. Sun MinQi, Dave is our Senior Vice President and Chief Financial Officer and is also a director of a number of our subsidiaries. Mr. Sun was appointed as a Director of Finance of the Company in August 2007, and in 2013 he was promoted to the position of Senior Vice President of Finance for the Company. During his tenure as Director of Finance for the Company, Mr. Sun was responsible for managing financial strategy and financial planning and analysis at the Company, and he also played a key role in managing the Company’s initial public offering in 2009. After his promotion to Senior Vice President of Finance, Mr. Sun’s role expanded to include the above as well as oversight of the Company’s accounting, treasury, tax and information technology functions.

Prior to joining the company, Mr. Sun held a variety of financial controller and financial management positions with various divisions of General Electric (“GE”) in Shanghai and Singapore since 1996, including GE Lighting Asia, GE Consumer and Industrial Asia and GE Energy Asia.

Mr. Sun graduated from Fudan University in Shanghai in 1996 with a Bachelor degree in Economics and Financial Management and a minor in Computer Science and Application. He subsequently obtained a Master of Business Administration from the Southern Illinois University Carbondale, United States. Mr. Sun is a fellow of CPA (FCPA) Australia.

Compensation

See Note 6 to our audited consolidated financial statements for the year ended December 31, 2017 included elsewhere in this prospectus for details about the compensation we paid to our directors on an aggregate and an individual basis.

Interest in Shares

The interest of the following directors of the Company in the shares, underlying shares and debentures of the Company as of June 30, 2018, as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, was as follows:

Director	Number of Shares Subject to Interest			Percentage of Shares Outstanding
Mr. Sheldon Gary Adelson		5,657,814,885	(i)		70.02	%
Dr. Wong Ying Wai		4,000,000	(ii)		0.05	%

(i) This amount reflects LVS’ indirect ownership of our shares as of June 30, 2018. Mr. Adelson, his family members and trusts and other entities established for the benefit of Mr. Adelson and/or his family members beneficially owned approximately 55% of the outstanding common stock of LVS as of June 30, 2018.

(ii) This amount includes 4,000,000 options to purchase 4,000,000 of our shares, of which 800,000 are vested and exercisable.

Under our Articles of Association, our directors do not have different voting rights when compared to other holders of our shares.

90

RELATED PARTY TRANSACTIONS

The following is a summary of material transactions that we have engaged in with our direct and indirect shareholders, affiliates of our shareholders and other related parties, including those in which we or our management have a significant equity interest. We believe each of these arrangements, as described below, has been entered into on an arm’s-length basis or on terms that we believe have been at least as favorable to us as similar transactions with non-related parties. We believe that the related party transactions were conducted in the ordinary and usual course of the Company’s business. For a further discussion of related party transactions, see Note 29 to our audited consolidated financial statements for the year ended December 31, 2017 included elsewhere in this prospectus and Note 17 to our unaudited consolidated financial statements for the six months ended June 30, 2018 included elsewhere in this prospectus.

No transactions were entered into with the Directors during the years ended December 31, 2017 or 2016, other than the emoluments paid to them as disclosed in Note 6 to our audited consolidated financial statements included elsewhere in this prospectus.

Management fees

We provide management services to the LVS Group and the LVS Group companies also provide management services to us. During the year, we may incur certain expenses on behalf of the LVS Group, or vice versa.

Services we provide to the LVS Group include, but are not limited to, accounting services, information technology support, sourcing of goods and services and design, development and construction consultancy services.

Services provided to us by the LVS Group include, but are not limited to, human resources support, accounting services, sourcing of goods and services, sourcing of tenants for the malls, transportation services, other various types of marketing and promotion activities and design, development and construction consultancy services.

Royalty fees

In November 2009, we entered into an agreement with Las Vegas Sands, LLC (“LVS LLC”), an intermediate holding company incorporated in the United States of America, for the use of the trademarks and other intellectual property rights as defined in the agreement. For each of the full fiscal years through the full fiscal year ended December 31, 2012, we were required to pay LVS LLC an annual royalty in the amount of 1.5% of non-gaming revenue and Paiza-related gaming revenue of the Sands Macao, 1.5% of all revenue of The Venetian Macao, and 1.5% of all gaming revenue of the Plaza Casino at The Plaza Macao (the “Relevant Royalty”), provided that the total royalty payable in connection with these three properties in each fiscal year was capped at US$20 million per full fiscal year. For each of the subsequent full fiscal years through the full fiscal year ending December 31, 2022, we are required to pay an annual royalty being the lesser of the Relevant Royalty or the annual caps reflecting an increase of 20.0% for each subsequent year. Each subsequent Casino Gaming property that we operate which utilizes any of the licensed marks in connection with generating the relevant revenue will pay, for each of the first three fiscal calendar years after commencement of operations of each subsequent property, a royalty fee of 1.5% of the respective gross revenues of the operations in connection with which such licensed marks are used (each, the “Subsequent Casino Gaming Property Royalty”), subject to a US$20 million cap per fiscal year. For the fiscal calendar years thereafter until expiration of the initial term, we will pay LVS LLC an annual royalty being the lesser of the Subsequent Casino Gaming Property Royalty or the annual caps reflecting an increase of 20.0% for each subsequent year. After the commencement of the operation of Sands Cotai Central and The Parisian Macao in April 2012 and September 2016 respectively, we are required to pay royalty fees in connection with these properties.

91

THE EXCHANGE OFFER

General

This section describes the exchange offer and the material provisions of the registration rights agreement, but it may not contain all of the information that is important to you. We refer you to the complete provisions of the registration rights agreement, which has been filed as an exhibit to the registration statement on Form F-4. See “Where You Can Find More Information” for instructions on how to obtain copies of this document.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange newly issued Notes in the following respective series in up to the following aggregate principal amounts:

• US$1.8 billion 2023 Notes;

• US$1.8 billion 2025 Notes; and

• US$1.9 billion 2028 Notes,

for a like aggregate principal amount of the following respective series of Outstanding Notes:

• the Outstanding 2023 Notes;

• the Outstanding 2025 Notes; and

• the Outstanding 2028 Notes, respectively,

properly tendered on or prior to the expiration date and not withdrawn. The exchange offer is being made with respect to all of the Outstanding Notes. Other than in the United States, we have not taken any action that would permit a public offering of the Notes in any jurisdiction where action for that purpose is required. In particular, only holders of Outstanding Notes who are “professional investors” as defined in Chapter 37 of the Listing Rules and the Securities and Futures Ordinance (Cap. 571) of Hong Kong may participate in the exchange offer. See “Plan of Distribution.”

As of the date of this prospectus, US$5.5 billion aggregate principal amount of the Outstanding Notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about             , 2018, to all holders of Outstanding Notes known to us. Our obligation to accept Outstanding Notes for exchange pursuant to the exchange offer is subject to conditions set forth under “—Conditions to the Exchange Offer” below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

We have entered into a registration rights agreement with the initial purchasers of the Outstanding Notes in which we agreed to file a registration statement relating to an offer to exchange the Outstanding Notes for Notes. We also agreed to use commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act within 365 days after the closing date and keep the exchange offer open for at least 20 business days. The Notes will have terms identical in all material terms to the Outstanding Notes, except that the Notes have been registered under the Securities Act and will not have any of the transfer restrictions, any of the registration rights provisions and certain inapplicable interest provisions relating to the Outstanding Notes. The Outstanding Notes were issued on August 9, 2018.

If we are unable to meet our obligations under the registration rights agreement described above, we will use commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the Outstanding Notes and keep the registration statement effective until the earliest of: (i) 180 days after the effective date thereof, (ii) the date when all of the Notes have been sold under the shelf registration statement and (iii) the date when holders, other than holders that are its “affiliates,” as defined in Rule 144 under the Securities Act, have actually sold all such Notes pursuant to Rule 144 or any successor rule thereto or otherwise.

92

If we fail to comply with our obligations under the registration rights agreement described above, we will be required to pay additional interest to holders of the Outstanding Notes.

Each holder of Outstanding Notes that wishes to exchange Outstanding Notes for Notes in the exchange offer will be required to make certain representations, including the following:

• any Notes to be received by it will be acquired in the ordinary course of its business;

• the holder has no arrangements or understanding with any person to participate in the distribution of the Notes within the meaning of the Securities Act;

• the holder is not an affiliate, as defined in Rule 405 of the Securities Act, of ours or if it is an affiliate of ours, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

• if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in the distribution of the Notes;

• if the holder is a broker-dealer, that it will receive Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of the Notes; and

• the holder is a Professional Investor.

See “Plan of Distribution.”

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any Outstanding Notes properly tendered and not properly withdrawn prior to the expiration date. We will issue a principal amount of Notes equal to principal amount of Outstanding Notes surrendered under the exchange offer. Outstanding Notes may be tendered only in minimum denominations of US$200,000 and integral multiples of US$1,000. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Outstanding Notes must continue to hold Outstanding Notes in at least a minimum denomination of US$200,000.

The form and terms of the Notes will be substantially identical in all material terms to the form and terms of the Outstanding Notes except the Notes will be registered under the Securities Act, will not bear legends restricting their transfer, will not have any of the registration rights provisions and will not provide for any additional interest amounts upon our failure to fulfill our obligations under the registration rights agreement to file, and cause to be effective, a registration statement. The Notes will evidence the same debt as the Outstanding Notes. The Notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the Outstanding Notes.

The exchange offer is not conditioned upon any minimum aggregate principal amount of Outstanding Notes being tendered for exchange.

There will be no fixed record date for determining registered holders of Outstanding Notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC. Outstanding Notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the

93

rights and benefits the holders have under the indenture relating to the Outstanding Notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

We will be deemed to have accepted for exchange properly tendered Outstanding Notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Notes from us and delivering Notes to the holders. Under the terms of the registration rights agreement, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Outstanding Notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Conditions to the Exchange Offer.”

Holders who tender Outstanding Notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions herein and in the letter of transmittal, transfer taxes with respect to the exchange of Outstanding Notes. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Resales of the Notes

Based on interpretations of the staff of the SEC set forth in no action letters issued to unrelated third parties, we believe that Notes issued under the exchange offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by any holder of Notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• the holder is not an affiliate, as defined in Rule 405 of the Securities Act, of ours or if it is an affiliate of ours, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

• the Notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in the distribution of the Notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the Notes:

• cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation or similar interpretive letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and be identified as an underwriter in the prospectus.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Outstanding Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives Notes for its own account in exchange for Outstanding Notes, where the Outstanding Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of Notes.

Expiration Date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time on             , 2019, unless extended by us in our sole discretion.

94

In order to extend the exchange offer, we will notify the exchange agent in writing of any extension. We will notify the registered holders of Outstanding Notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

• to delay accepting for exchange any Outstanding Notes;

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept Outstanding Notes not previously accepted if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied, by giving written notice of the delay, extension or termination to the exchange agent; or

• under the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed promptly by written notice to the registered holders of Outstanding Notes. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holder of Outstanding Notes of the amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any Notes for, any Outstanding Notes, and we may terminate the exchange offer as provided in this prospectus before accepting any Outstanding Notes for exchange if in our judgment:

• the Notes to be received will not be tradable by the holder, without restriction under the Securities Act, the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the exchange offer, or the making of any exchange by a holder of Outstanding Notes, would violate applicable law (including the Listing Rules and the SFO) or any applicable interpretation of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, could impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the Outstanding Notes of any holder that has not made to us:

• the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution”; and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the Notes under the Securities Act or other applicable law (including the Listing Rules and the SFO).

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any Outstanding Notes by giving written

95

notice of the extension to their holders. During any such extensions, all notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any Outstanding Notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any Outstanding Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice of any extension, amendment, non-acceptance or termination to the holders of the Outstanding Notes as promptly as practicable.

These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of this right. Each right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any Outstanding Notes tendered, and will not issue Notes in exchange for any Outstanding Notes if, at the time, any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act, as amended.

Procedures for Tendering

Only a holder of Outstanding Notes may tender the Outstanding Notes in the exchange offer. To tender in the exchange offer, a holder must:

• complete, sign and date the accompanying letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

• comply with DTC’s ATOP system procedures described below.

In addition, either:

• the exchange agent must receive, prior to the expiration date, the Outstanding Notes along with the accompanying letter of transmittal; or

• the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the Outstanding Notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below and a properly transmitted agent’s message.

To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under “—Exchange Agent” prior to the expiration date.

The tender by a holder that is not properly withdrawn prior to the expiration date will constitute an agreement under laws of the State of New York between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

The method of delivery of Outstanding Notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or Outstanding Notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

96

Any beneficial owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its Outstanding Notes either:

• make appropriate arrangements to register ownership of the Outstanding Notes in such owner’s name; or

• obtain a properly completed bond power from the registered holder of Outstanding Notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Outstanding Notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the accompanying letter of transmittal; or

• for the account of an eligible institution.

If the accompanying letter of transmittal is signed by a person other than the registered holder of any Outstanding Notes listed on the Outstanding Notes, the Outstanding Notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the Outstanding Notes and an eligible institution must guarantee the signature on the bond power.

If the accompanying letter of transmittal or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use DTC’s ATOP system to tender. Participants in the program may, instead of physically completing and signing the accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the Outstanding Notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

• DTC has received an express acknowledgment from a participant in its ATOP system that is tendering Outstanding Notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal; and

• the agreement may be enforced against that participant.

We will determine in our sole discretion all outstanding questions as to the validity, form, eligibility, including time or receipt, acceptance of tendered Outstanding Notes and withdrawal of tendered Outstanding Notes. Our determination will be final and binding. We reserve the absolute right to reject any Outstanding Notes

97

not validly tendered or any Outstanding Notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither we, the exchange agent, nor any other person will incur any liability for failure to give the notification. Tenders of Outstanding Notes will not be deemed made until any defects or irregularities have been cured or waived. Any Outstanding Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In all cases, we will issue Notes for Outstanding Notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• certificates representing the Outstanding Notes or a timely book-entry confirmation of the Outstanding Notes into the exchange agent’s account at DTC; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By signing the accompanying letter of transmittal or authorizing the transmission of the agent’s message, each tendering holder of Outstanding Notes will represent or be deemed to have represented to us that, among other things:

• any Notes will be acquired in the ordinary course of its business;

• the holder has no arrangements or understanding with any person to participate in the distribution of the Notes within the meaning of the Securities Act;

• the holder is not an affiliate, as defined in Rule 405 of the Securities Act, of ours or if it is an affiliate of ours, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

• if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in the distribution of the Notes;

• if the holder is a broker-dealer, that it will receive Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of the Notes; and

• the holder is a Professional Investor.

See “Plan of Distribution.”

Book-entry Transfer

The exchange agent will make a request to establish an account with respect to the Outstanding Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of Outstanding Notes by causing DTC to transfer the Outstanding Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

98

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of Outstanding Notes may withdraw their tenders at any time prior to the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at one of the addresses set forth below under “—Exchange Agent,” or

• holders must comply with the appropriate procedures of DTC’s ATOP system.

Any notice of withdrawal must:

• specify the name of the person who tendered the Outstanding Notes to be withdrawn;

• identify the Outstanding Notes to be withdrawn, including the principal amount of the Outstanding Notes; and

• where certificates for Outstanding Notes have been transmitted, specify the name in which the Outstanding Notes were registered, if different from that of the withdrawing holder.

If certificates for Outstanding Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless the holder is an eligible institution.

If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of that facility. We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any Outstanding Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any Outstanding Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, the Outstanding Notes will be credited to an account maintained with DTC for Outstanding Notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn, Outstanding Notes may be retendered by following one of the procedures described under “—Procedures for Tendering” above at any time on or prior to the expiration date.

Exchange Agent

U.S. Bank National Association has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for any exchange offer documents to the exchange agent as follows:

US Bank Corporate Trust Services

Attention: Corporate Actions

111 Fillmore Ave E

Saint Paul, MN 55107

Facsimile: 651-466-7372

Email: Cts.specfinance@usbank.com

99

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will incur certain cash expenses in connection with soliciting tenders. These expenses are estimated in the aggregate to be approximately US$1.44 million. They include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing Outstanding Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Outstanding Notes tendered;

• tendered Outstanding Notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of Outstanding Notes under the exchange offer.

If satisfactory evidence of payment of the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

Holders who tender their Outstanding Notes for Notes will not be required to pay any transfer taxes. However, holders who instruct us to register Notes in the name of, or request that Outstanding Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

Holders of Outstanding Notes who do not exchange their Outstanding Notes for Notes under the exchange offer will remain subject to the restrictions on transfer of the Outstanding Notes:

• as set forth in the legend printed on the Outstanding Notes as a consequence of the issuance of the Outstanding Notes under the exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• otherwise as set forth in the final offering memorandum distributed in connection with the private offering of the Outstanding Notes.

100

In general, you may not offer or sell the Outstanding Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act. Based on interpretations of the staff of the SEC, Notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the Notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the Notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the Notes:

• cannot rely on the applicable interpretations of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and be identified as an underwriter in the prospectus.

Accounting Treatment

We will not recognize any gain or loss on the exchange of Notes.

Other

The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered Outstanding Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Outstanding Notes that are not tendered in the exchange offer or to file a registration statement to permit resale of any untendered Outstanding Notes.

101

DESCRIPTION OF NOTES

In this description, the words “Sands China” refer to Sands China Ltd. and not to any of its Subsidiaries. You can find the definitions of certain other terms used in this description under the subheading “—Certain Definitions” below.

On August 9, 2018, we completed a private offering of US$1.8 billion aggregate principal amount of 4.600% Senior Notes due 2023 (the “Outstanding 2023 Notes”), US$1.8 billion aggregate principal amount of 5.125% Senior Notes due 2025 (the “Outstanding 2025 Notes”) and US$1.9 billion aggregate principal amount of 5.400% Senior Notes due 2028 (the “Outstanding 2028 Notes” and, together with the Outstanding 2023 Notes and the Outstanding 2025 Notes, the “Outstanding Notes”), in a transaction exempt from the registration under the Securities Act.

Sands China will issue new 4.600% Senior Notes due 2023 (the “2023 Notes”), new 5.125% Senior Notes due 2025 (the “2025 Notes”) and new 5.400% Senior Notes due 2028 (the “2028 Notes” and, together with the 2023 Notes and the 2025 Notes, the “Notes”). The 2023 Notes, the 2025 Notes and the 2028 Notes are each referred to herein as a “series” of Notes.

Sands China issued the Outstanding Notes, and will issue the Notes, under an indenture, dated August 9, 2018, as it may be amended or supplemented from time to time (the “Indenture”), between Sands China and the U.S. Bank National Association, as trustee (the “Trustee”). Except as set forth herein, the terms of the Notes include those set forth in the Indenture and those made part of the Indenture pursuant to the Trust Indenture Act of 1939, as amended.

The terms of the Notes are identical in all material respects to the terms of the Outstanding Notes, except the Notes will be registered under the Securities Act and will not have any of the transfer restrictions, any of the registration rights provisions and certain inapplicable interest provisions relating to the Outstanding Notes. In addition, the Notes will bear different CUSIP and/or ISIN numbers than the corresponding series of Outstanding Notes. The Notes will evidence the same debt as the Outstanding Notes exchanged therefor. The initial interest payment on the Notes will include all accrued and unpaid interest on the Outstanding Notes exchanged therefor, and no separate payment of accrued and unpaid interest will be made with respect to any Outstanding Notes that are exchanged in the exchange offer.

The exchange offer is being made to satisfy Sands China’s obligations under a registration rights agreement. The Trustee will authenticate and deliver Notes for original issue only in exchange for a like principal amount of Outstanding Notes of the corresponding series. Any Outstanding Notes that remain outstanding after the consummation of the exchange offer, together with the Notes of the corresponding series, will be treated as a single class of securities under the Indenture. Accordingly, all references in this section to specified percentages in aggregate principal amount of outstanding Notes shall be deemed to mean, at any time after the exchange offer is consummated, such percentage in aggregate principal amount of the Outstanding Notes and the Notes outstanding.

The terms of the Notes will include those stated in the Indenture. The following description is a summary of the material provisions of the Indenture as applicable to the Notes and the Notes. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture and the Notes. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. A copy of the Indenture is filed as an exhibit to the registration statement of which this prospectus forms a part and copies of the Indenture are available as set forth below under “Where You Can Find More Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the Indenture.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

102

Brief Description of the Notes

General Terms

The Notes:

• will be senior notes;

• will be redeemable at Sands China’s option prior to maturity as described in “—Optional Redemption” and “—Redemption for Tax Reasons,” below;

• will not require Sands China to repurchase the Notes at the option of the holder, except pursuant to a repurchase offer upon the occurrence of a Change of Control Triggering Event or an Investor Put Option Triggering Event;

• will not have any provision for a sinking fund; and

• will be issued in denominations of US$200,000 and integral multiples of US$1,000 in excess of US$200,000.

Ranking

The Notes:

• will be general unsecured obligations of Sands China;

• will rank pari passu with all of Sands China’s existing and future senior Indebtedness;

• will be effectively subordinated to all of Sands China’s existing and future secured Indebtedness to the extent of the value of the collateral securing such Indebtedness; and

• will be effectively senior in right of payment to the obligations of Sands China with respect to any existing and future subordinated Indebtedness and any related guarantees thereon.

None of Sands China’s Subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of Sands China’s Subsidiaries, the Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to Sands China. As of June 30, 2018, after giving effect to the offering of the Outstanding Notes and the use of proceeds therefrom as described under “Use of Proceeds” and after giving effect to this exchange offer, the Subsidiaries of Sands China would have had no borrowings and US$2.0 billion of remaining capacity under the revolving portion of the VML Credit Facility. On November 20, 2018, we entered into the SCL Credit Facility with a borrowing capacity of US$2.0 billion and on November 20, 2018, effective as of November 21, 2018 we cancelled the remaining commitments under the VML Credit Facility. The Notes will rank pari passu with any borrowings under the SCL Credit Facility in the future.

Principal, Maturity and Interest

General

Sands China will issue up to US$1,800,000,000 in aggregate principal amount of 2023 Notes, up to US$1,800,000,000 in aggregate principal amount of 2025 Notes and up to US$1,900,000,000 in aggregate principal amount of 2028 Notes in this exchange offer.

Sands China may issue additional Notes of each series under the Indenture from time to time after this exchange offer. Any issuance of additional Notes of a series will be subject to all of the covenants in the Indenture; provided that, if any issuance of additional Notes of a series is not fungible with the Outstanding Notes of the corresponding series issued on the Issue Date for United States federal income tax purposes, such additional Notes shall have different CUSIP and other identifying numbers than any previously issued Notes of such series but shall otherwise be treated as a single class with all other Notes of such series issued under the Indenture.

103

The 2023 Notes will mature on August 8, 2023, the 2025 Notes will mature on August 8, 2025 and the 2028 Notes will mature on August 8, 2028.

Interest on the 2023 Notes will accrue at the rate of 4.600% per annum, interest on the 2025 Notes will accrue at the rate of 5.125% per annum and interest on the 2028 Notes will accrue at the rate of 5.400% per annum.

Interest on each series of Notes is payable semi-annually in arrears on February 8 and August 8 of each year to holders of record as of January 24 and July 24, respectively, with the first interest payment date being February 8, 2019.

Interest on each series of Notes accrues from and including the most recent interest payment date for such series of Notes or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Interest Rate Adjustment

The interest rate payable on each series of Notes will be subject to adjustments from time to time if any of Fitch, S&P or Moody’s (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) (or, if two of the three Applicable Rating Agencies ceases to rate a series of Notes or fails to make a rating of a series of Notes publicly available for reasons outside Sands China’s control, another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by Sands China pursuant to the definition of “Rating Agencies” below (a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to such Notes, in the manner described below.

If the rating from any one or more of the Applicable Rating Agencies of a series of Notes is decreased to a rating set forth in the immediately following tables, the interest rate on such Notes will increase such that it will equal the interest rate payable on such Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the tables below; provided that only the two lowest ratings assigned to the Notes (based on the gradations set forth in the immediately following tables) will be taken into account for purposes of any interest rate adjustment:

Fitch Rating*	Percentage
BB+		0.25	%
BB		0.50	%
BB–		0.75	%
B+ or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency.

S&P Rating*	Percentage
BB+		0.25	%
BB		0.50	%
BB–		0.75	%
B+ or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency.

104

Moody’s Rating*	Percentage
Ba2		0.25	%
Ba3		0.50	%
B1		0.75	%
B2 or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency.

If at any time the interest rate on a series of Notes has been increased and any of the Applicable Rating Agencies (or any Substitute Rating Agency therefor), as the case may be, subsequently upgrades its rating of such Notes to or above any of the threshold ratings set forth above, the interest rate on such Notes will be adjusted such that the interest rate for such Notes equals the interest rate payable on such Notes on the date of their initial issuance plus (if applicable) the percentages set forth opposite the ratings from the tables above with respect to the two lowest ratings assigned to such Notes (based on the gradations set forth in the tables above) at that time. If at any time after an interest rate adjustment has occurred at least two of the Applicable Rating Agencies (or any Substitute Rating Agency therefor) increase their ratings assigned to the Notes to Ba1, BBB- or BBB- or higher, as the case may be, the interest rate payable on such Notes will be decreased to the interest rate payable on such Notes on the date of their initial issuance.

In addition, the interest rate on a series of Notes will permanently cease to be subject to any adjustment described above, notwithstanding any subsequent downgrade, if such Notes become rated BBB+ (or Baa1 with respect to Moody’s) or higher, as the case may be, by any two of the Applicable Rating Agencies (or any Substitute Rating Agency therefor), or one of these ratings if such Notes are only rated by one Applicable Rating Agency.

Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of an Applicable Rating Agency (or a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for a series of Notes be reduced to below the interest rate payable on such Notes on the date of their initial issuance or (2) the total increase in the interest rate on a series of Notes exceed 2.00% above the interest rate payable on such Notes on the date of their initial issuance.

If at any time only one Applicable Rating Agency provides a rating of a series of Notes, Sands China will use its commercially reasonable efforts to obtain a rating of such Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on such Notes pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Applicable Rating Agency to provide a rating of such Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by Sands China and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Fitch, S&P or Moody’s, as applicable, in such table and (c) the interest rate on such Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on such Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by another Applicable Rating Agency).

For so long as only one Applicable Rating Agency provides a rating of a series of Notes, any subsequent increase or decrease in the interest rate of such series of Notes necessitated by a reduction or increase in the rating by the Applicable Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as no Applicable Rating Agency (or a Substitute Rating Agency therefor)

105

provides a rating of a series of Notes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on such Notes on the date of their initial issuance.

Any interest rate increase or decrease described above will take effect from the first interest payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If an Applicable Rating Agency (or a Substitute Rating Agency therefor) changes its rating of a series of the Notes more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to such Notes described above relating to such Applicable Rating Agency’s action. If the interest rate payable on a series of Notes is increased as described above, the term “interest,” as used with respect to such Notes, will be deemed to include any such additional interest unless the context otherwise requires.

Methods of Receiving Payments on the Notes

All payments on the Notes will be made by wire by the applicable paying agent and applicable registrar unless Sands China elects to make interest payments by check mailed to the holders of the Notes at their addresses set forth in the applicable register of holders.

Paying Agent and Registrar for the Notes

U.S. Bank National Association will initially act as paying agent and registrar with respect to each series of Notes. Sands China may change the paying agents and the registrars without prior notice to the holders of the Notes, and Sands China or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the provisions of the Indenture. The applicable registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. Sands China will not be required to transfer or exchange any Note selected for redemption. Also, Sands China will not be required to transfer or exchange any Note of a series for a period of 15 days before the delivery of a notice of redemption of Notes of such series to be redeemed.

Additional Amounts

All payments by or on behalf of Sands China or the surviving entity described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” (the “Surviving Person”) under or with respect to (including any principal of, and premium (if any) and interest on) the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (“Taxes”) imposed or levied by or within any jurisdiction in which Sands China or the Surviving Person is or is deemed to be organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made or deemed made (including the jurisdiction of any paying agent), or, in each case, any political subdivision or taxing authority thereof or therein (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law.

In the event that any such withholding or deduction is so required, Sands China or the Surviving Person, as the case may be, will make such withholding or deduction, make payment of the amount so withheld or deducted to the appropriate governmental authority as required by applicable law and pay such additional amounts (“Additional Amounts”) as will result in receipt of the amounts that would have been received had no such

106

withholding or deduction been required; provided that no Additional Amounts will be payable with respect to any Note:

(1) for or on account of:

(a) any Taxes that would not have been imposed but for:

(i) the existence of any present or former connection between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possession of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a partnership, or a corporation) of such Note, as the case may be, and the Relevant Jurisdiction, including without limitation, such holder or beneficial owner being or having been a citizen, domiciliary or resident of such Relevant Jurisdiction, being or having been treated as a resident of such Relevant Jurisdiction, being or having been present or engaged in a trade or business in such Relevant Jurisdiction or having or having had a permanent establishment in such Relevant Jurisdiction, other than any connection arising from the mere receipt, ownership, holding or disposition of the Notes or the receipt of payments thereunder or merely by reason of the exercise or enforcement of rights under any Notes;

(ii) the presentation of such Note (where presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium (if any) or interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period;

(iii) the failure of the holder or beneficial owner of such Note to comply with a timely request of Sands China or the Surviving Person addressed to such holder or beneficial owner to provide information or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction; or

(iv) the presentation of any Note for payment by or on behalf of a holder of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent;

(b) any estate, inheritance, gift, sales, transfer, personal property or similar Tax or any excise Tax imposed on the transfer of Notes;

(c) any Taxes that are payable other than by withholding or deduction from payments of principal of, or premium (if any) or interest on the Note;

(d) any tax, duty, assessment or other governmental charge which is required to be deducted or withheld under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, or any amended or successor versions of such Sections (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or

(e) any combination of Taxes referred to in the preceding clauses (a), (b), (c) and (d); or

(2) with respect to any payment of the principal of, or premium (if any) or interest on, a Note to or for the account of a fiduciary, partnership, limited liability company or other fiscally transparent entity or any other person (other than the sole beneficial owner of such payment) to the extent that a beneficiary or settlor with respect to that fiduciary, or a partner or member of that partnership or an interest holder in that limited liability company or fiscally transparent entity or a beneficial owner with respect to such other person, as the case may be, would not have been entitled to such Additional Amounts had such beneficiary, settlor, partner, member, interest holder or beneficial owner held directly the Note with respect to which such payment was made.

107

In addition to the foregoing, Sands China and the Surviving Person will pay and indemnify the holder for any present or future stamp, issue, registration, court, property or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including without limitation, interest and penalties with respect thereto) levied by any Relevant Jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, the Indenture or any other document or instrument referred to therein or on the receipt of any payments with respect thereto (limited, solely in the case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a Relevant Jurisdiction that are not excluded under clauses (1)(a) through (c) (or any combination thereof) or clause (2)).

If Sands China or the Surviving Person, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to any series of Notes, Sands China or the Surviving Person, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises, or Sands China or the Surviving Person becomes aware of such obligation, after the 30th day prior to that payment date, in which case Sands China or the Surviving Person, as the case may be, shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the paying agents to pay Additional Amounts to holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary and shall not be responsible for the calculation of any Additional Amounts. Upon request, Sands China or the Surviving Person will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts.

Sands China or the Surviving Person will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. Sands China or the Surviving Person will provide to the Trustee an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. Upon request, the Trustee will make available to holders copies of those receipts or other documentation, as the case may be. The Trustee will not be responsible for ensuring that the withholding and deduction of any amount has been properly made.

Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note, such mention will be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The above obligation will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to Sands China is or is deemed to be organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made or deemed made.

Optional Redemption

2023 Notes

At any time prior to July 8, 2023, Sands China may on any one or more occasions redeem all or part of the 2023 Notes at a redemption price equal to the greater of:

• 100% of the principal amount of the 2023 Notes to be redeemed; and

• as determined by an Independent Investment Banker, the sum of the present values of all remaining scheduled payments of principal and interest on the 2023 Notes to and including the applicable Par Call Date (not including any portion of such payments of interest accrued to, but excluding, the date of redemption), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points;

plus, in either of the above cases, accrued and unpaid interest to, but excluding, the date of redemption.

108

Except pursuant to the preceding paragraph and as set forth under “—Redemption for Tax Reasons,” the 2023 Notes will not be redeemable at Sands China’s option prior to the applicable Par Call Date.

On or after the applicable Par Call Date, Sands China may on any one or more occasions redeem all or a part of the 2023 Notes at a redemption price equal to 100% of the principal amount of the 2023 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

In the case of any redemption described above, such redemption will be subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the date of redemption.

2025 Notes

At any time prior to June 8, 2025, Sands China may on any one or more occasions redeem all or part of the 2025 Notes at a redemption price equal to the greater of:

• 100% of the principal amount of the 2025 Notes to be redeemed; and

• as determined by an Independent Investment Banker, the sum of the present values of all remaining scheduled payments of principal and interest on the 2025 Notes to and including the applicable Par Call Date (not including any portion of such payments of interest accrued to, but excluding, the date of redemption), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 35 basis points;

plus, in either of the above cases, accrued and unpaid interest to, but excluding, the date of redemption.

Except pursuant to the preceding paragraph and as set forth under “—Redemption for Tax Reasons,” the 2025 Notes will not be redeemable at Sands China’s option prior to the applicable Par Call Date.

On or after the applicable Par Call Date, Sands China may on any one or more occasions redeem all or a part of the 2025 Notes at a redemption price equal to 100% of the principal amount of the 2025 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

In the case of any redemption described above, such redemption will be subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the date of redemption.

2028 Notes

At any time prior to May 8, 2028, Sands China may on any one or more occasions redeem all or part of the 2028 Notes at a redemption price equal to the greater of:

• 100% of the principal amount of the 2028 Notes to be redeemed; and

• as determined by an Independent Investment Banker, the sum of the present values of all remaining scheduled payments of principal and interest on the 2028 Notes to and including the applicable Par Call Date (not including any portion of such payments of interest accrued to, but excluding, the date of redemption), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 40 basis points;

plus, in either of the above cases, accrued and unpaid interest to, but excluding, the date of redemption.

Except pursuant to the preceding paragraph and as set forth under “—Redemption for Tax Reasons,” the 2028 Notes will not be redeemable at Sands China’s option prior to the applicable Par Call Date.

109

On or after the applicable Par Call Date, Sands China may on any one or more occasions redeem all or a part of the 2028 Notes at a redemption price equal to 100% of the principal amount of the 2028 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

In the case of any redemption described above, such redemption will be subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the date of redemption.

Definitions and Procedures

For purposes of the preceding sections entitled “—2023 Notes,” “—2025 Notes” and “—2028 Notes”:

“Adjusted Treasury Rate” means, with respect to any redemption date:

• the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

• if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date or, in the case of a satisfaction and discharge or a defeasance, on the third Business Day prior to the date on which Sands China deposits the amount required under the Indenture.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the relevant series of Notes (assuming for this purpose that the Notes of such series mature on the applicable Par Call Date) (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.

“Comparable Treasury Price” means (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Sands China.

“Par Call Date” means (1) in the case of the 2023 Notes, July 8, 2023 (one month prior to the maturity date), (2) in the case of the 2025 Notes, June 8, 2025 (two months prior to the maturity date) and (3) in the case of the 2028 Notes, May 8, 2028 (three months prior to the maturity date).

110

“Reference Treasury Dealer” means any primary U.S. Government securities dealer in New York City selected by Sands China.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date or, in the case of a satisfaction and discharge or a defeasance, on the third Business Day prior to the date on which Sands China deposits the amount required under the Indenture.

Sands China will prepare and give, or cause to be given, a notice of redemption to each holder of Notes of a series to be redeemed at least 15 and not more than 60 calendar days prior to the date fixed for redemption. Notice of any such redemption may, at the discretion of Sands China, be subject to the satisfaction of one or more conditions precedent, including in connection with any corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in Sands China’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as so delayed. In addition, Sands China may provide in such notice that payment of the redemption price and performance of Sands China’s obligations with respect to such redemption may be performed by another Person.

Unless Sands China defaults in the payment of the redemption price, and subject to any condition as specified as in the relevant redemption notice, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

In connection with a discharge or defeasance of Sands China’s obligations under the Indenture, Sands China may deliver a notice of redemption more than 60 days in advance of the date of redemption. See “—Satisfaction and Discharge.”

Redemption for Tax Reasons

Any series of Notes may be redeemed, at the option of Sands China, as a whole but not in part, upon giving not less than 15 days’ nor more than 60 days’ notice to the holders (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed by Sands China or the Surviving Person, as the case may be, for redemption if, as a result of:

(1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or

(2) any change in, or amendment to, an existing official position, or the stating of an official position, regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction),

which change, amendment, application or interpretation is proposed and becomes effective or, in the case of an official positions, is announced, on or after (i) with respect to Sands China, the date of the Indenture or (ii) with respect to any Surviving Person, the date such Surviving Person becomes a Surviving Person with respect to any payment due or to become due under the relevant series of Notes or the Indenture, Sands China or the Surviving Person, as the case may be, is, or on the next interest payment date will be, required to pay Additional Amounts, and such requirement cannot be avoided by Sands China or the Surviving Person, as the case may be, taking reasonable measures available to it; provided that changing the

111

jurisdiction of incorporation of Sands China or any Subsidiary shall not be considered a reasonable measure; and provided, further, that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which Sands China or the Surviving Person, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the relevant series of Notes were then due and unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect.

Prior to the delivery of any notice of redemption of a series of Notes pursuant to the foregoing, Sands China or the Surviving Person, as the case may be, will deliver to the Trustee:

(1) an Officer’s Certificate stating that such change or amendment referred to in the prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by Sands China or the Surviving Person, as the case may be, taking reasonable measures available to it; and

(2) an opinion of counsel of recognized international standing to the effect that the requirement to pay such Additional Amounts results from the circumstances referred to in the prior paragraph.

The Trustee will accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the holders of the relevant series of Notes.

Any Notes that are redeemed will be canceled.

No Mandatory Redemption

Sands China is not required to make mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, Sands China may be required to offer to repurchase Notes as described under the caption “—Repurchase at the Option of Holders—Change of Control” and “—Investor Put Option.”

Open Market Purchases and Cancelation of Notes

Sands China or any Subsidiary may purchase any of the Notes in the open market or by tender or by any other means at any price, as long as such acquisition does not otherwise violate the terms of the Indenture. All Notes purchased or otherwise redeemed by Sands China will be canceled and any Notes purchased or otherwise redeemed by Sands China or any Subsidiary will not be reissued or resold to any Person other than Sands China or a Subsidiary.

Repurchase at the Option of Holders

Change of Control

If a Change of Control Triggering Event occurs, each holder of the Notes will have the right to require Sands China to repurchase all or any part (equal to US$200,000 or an integral multiple of US$1,000 in excess of US$200,000) of that holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, Sands China will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent Sands China has previously or concurrently elected to redeem the applicable Notes in full as described under “—Optional Redemption” or “—Redemption for Taxation Reasons.”

Within ten days following any Change of Control Triggering Event, Sands China will deliver a notice to each holder of the Notes with a copy to the Trustee describing the transaction or transactions that constitute the

112

Change of Control Triggering Event and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice.

On the Change of Control Payment Date, Sands China will, with respect to the relevant series of Notes, to the extent lawful:

(1) accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Change of Control Offer;

(2) deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions of Notes of such series properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes of such series properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased by Sands China.

The applicable paying agent will promptly deliver to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly and deliver (or cause to be transferred by book-entry) to each holder a Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Sands China will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

Except as described above with respect to a Change of Control Triggering Event, the Indenture will not contain provisions that permit the holders of the Notes to require that Sands China repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Sands China will not be required to make a Change of Control Offer with respect to the relevant series of Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Sands China and purchases all Notes of such series properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the Indenture as described above under the captions “—Optional Redemption” or “—Redemption for Tax Reasons,” pursuant to which Sands China has exercised its right to redeem the Notes of such series in full, unless and until there is a default in payment of the applicable redemption price.

If holders of not less than 90% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw such Notes in a Change of Control Offer and Sands China, or any third party making such an offer in lieu of Sands China as described above, purchases all of such Notes properly tendered and not withdrawn by such holders, Sands China or such third party will have the right, upon not less than 15 days’ nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such repurchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but excluding, the Second Change of Control Payment Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Sands China and its

113

Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require Sands China to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Sands China and its Subsidiaries, taken as a whole, to another Person or group may be uncertain.

The agreements governing other Indebtedness of Sands China and its Subsidiaries contain, and future agreements of Sands China and its Subsidiaries may contain, prohibitions of certain events, including events that would constitute a Change of Control Triggering Event and including repurchases of or other prepayments in respect of the Notes. The exercise by the holders of Notes of their right to require Sands China to repurchase the Notes upon a Change of Control Triggering Event may cause a default under these other agreements, even if the Change of Control Triggering Event itself does not. In the event a Change of Control Triggering Event occurs at a time when Sands China is prohibited from purchasing the Notes, Sands China could seek the consent of its senior lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If Sands China does not obtain a consent or repay those borrowings, Sands China will breach the terms of such borrowings by purchasing the Notes. In that case, Sands China’s failure to purchase tendered Notes may constitute an Event of Default under the Indenture which could, in turn, constitute a default under the other Indebtedness. Finally, Sands China’s ability to pay cash to the holders of Notes upon a repurchase as well as its ability to refinance any borrowings from senior lenders may be limited by Sands China’s then existing financial resources. See “Risk Factors—Risks Related to the Notes—We may not be able to repurchase the Notes upon the occurrence of certain events.”

Investor Put Option

If an Investor Put Option Triggering Event occurs, each holder of the Notes will have the right to require Sands China to repurchase all or any part of such holder’s Notes pursuant to an Investor Put Option Offer (as defined below) on the terms set forth in the Indenture. In the Investor Put Option Offer, Sands China will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent Sands China has previously or concurrently elected to redeem the applicable Notes in full as described under “—Optional Redemption” or “—Redemption for Taxation Reasons.”

Within ten days following the occurrence of an Investor Put Option Triggering Event, Sands China shall deliver a notice (an “Investor Put Option Offer”) to each holder of the Notes with a copy to the Trustee and the applicable paying agent stating:

(1) that an Investor Put Option Triggering Event has occurred and that such holder has the right to require Sands China to repurchase such holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

(2) the repurchase date (which shall be no earlier than 15 days nor later than 60 days from the date such notice is delivered); and

(3) the instructions determined by Sands China, consistent with this covenant, that a holder must follow in order to have its Notes repurchased.

On the date of repurchase pursuant to an Investor Put Option Offer, Sands China will, with respect to the relevant series of Notes, to the extent lawful:

(1) accept for payment all Notes of such series or portions of Notes of such series properly tendered pursuant to the Investor Put Option Offer;

114

(2) deposit with the applicable paying agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to, but excluding, the date of repurchase (the “Investor Put Option Payment”), in respect of all Notes of such series or portions of Notes of such series properly tendered; and

(3) deliver or cause to be delivered to the Trustee, the Notes of such series properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes of such series or portions of Notes of such series being purchased by Sands China.

The applicable paying agent will promptly deliver to each holder of Notes properly tendered the Investor Put Option Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes of such series surrendered, if any.

The provisions described above that require Sands China to make an Investor Put Option Offer following an Investor Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to an Investor Put Option Triggering Event, the Indenture does not contain provisions that permit the holders of the Notes to require that Sands China repurchase or redeem the Notes in the event of a termination, rescission or expiration of any gaming license held by Sands China and its Subsidiaries.

Sands China will not be required to make an Investor Put Option Offer with respect to the relevant series of Notes upon an Investor Put Option Triggering Event if (1) a third party makes the Investor Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to an Investor Put Option Offer made by Sands China and purchases all Notes of such series properly tendered and not withdrawn under the Investor Put Option Offer, or (2) notice of redemption has been given in accordance with the terms of the Indenture, as described above under the caption “—Optional Redemption” or “—Redemption for Taxation Reasons,” pursuant to which Sands China has exercised its right to redeem the Notes of such series in full, unless and until there is a default in payment of the applicable redemption price.

Notes repurchased by Sands China pursuant to an Investor Put Option Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of Sands China. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.

The agreements governing other Indebtedness of Sands China and its Subsidiaries contain, and future agreements of Sands China and its Subsidiaries may contain, prohibitions of certain events, including events that would constitute an Investor Put Option Triggering Event and including repurchases of or other prepayments in respect of the Notes. The exercise by the holders of Notes of their right to require Sands China to repurchase the Notes upon an Investor Put Option Triggering Event may cause a default under these other agreements, even if the Investor Put Option Triggering Event itself does not. In the event an Investor Put Option Triggering Event occurs at a time when Sands China is prohibited from purchasing the Notes, Sands China could seek the consent of its senior lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If Sands China does not obtain a consent or repay those borrowings, Sands China will breach the terms of such borrowings by purchasing the Notes. In that case, Sands China’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under the other Indebtedness. Finally, Sands China’s ability to pay cash to the holders of Notes upon a repurchase as well as its ability to refinance any borrowings from senior lenders may be limited by Sands China’s then existing financial resources. See “Risk Factors—Risks Related to the Notes—We may not be able to repurchase the Notes upon the occurrence of certain events.”

Compliance with Securities Laws

To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control or Investor Put Option provisions of the Indenture, Sands China will comply with the applicable

115

securities laws and regulations and will not be deemed to have breached its obligations under these provisions of the Indenture by virtue of such compliance.

Selection and Notice

If with respect the relevant series of Notes, fewer than all of the Notes of such series are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis, by lot or by any other method the Trustee deems fair and appropriate, unless otherwise required by law or applicable stock exchange or depositary requirements. No Notes of US$200,000 or less can be redeemed or purchased in part. However, if with respect to the relevant series of Notes, all of the Notes of such series of a holder are to be redeemed or purchased, the entire outstanding amount of Notes of such series held by such holder, even if less than US$200,000, will be redeemed or purchased.

Notices of redemption or purchase will be delivered at least 15 but not more than 60 days before the redemption or purchase date to each holder of Notes to be redeemed or purchased at its registered address, except that redemption or purchase notices may be delivered more than 60 days prior to a redemption or purchase date if the notice is issued in connection with a defeasance of the applicable Notes or a satisfaction and discharge of the Indenture.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of a Note upon cancelation of the original Note. Notes called for redemption become due on the date fixed for redemption, subject to the satisfaction of any condition specified in the relevant redemption notice. On and after the redemption date (and subject to the satisfaction of any condition specified in the relevant redemption notice), interest ceases to accrue on Notes or portions of Notes called for redemption.

Certain Covenants

Except as set forth below, neither Sands China nor any of its Subsidiaries will be restricted by the Indenture from:

• incurring any indebtedness or other obligation;

• incurring any Liens;

• entering into any Sale and Leaseback Transactions; or

• disposing of any assets.

In addition, neither Sands China nor any of its Subsidiaries will be restricted by the Indenture from making any investments, including acquisitions, paying dividends or making distributions on the Capital Stock of Sands China or of such Subsidiaries or purchasing or redeeming Capital Stock of Sands China or such Subsidiaries. Sands China will not be required to maintain any financial ratios or specified levels of net worth or liquidity or to repurchase or redeem or otherwise modify the terms of any of the Notes upon a change of control or other events involving Sands China or any of its Subsidiaries which may adversely affect the creditworthiness of the Notes, except to the limited extent provided under “—Repurchase at the Option of Holders—Change of Control.” Among other things, the Indenture will not contain covenants designed to afford holders of the Notes any protections in the event of a highly leveraged or other transaction involving Sands China that may adversely affect holders of the Notes, except to the limited extent provided below and under “—Repurchase at the Option of Holders—Change of Control.”

Limitations on Liens

Neither Sands China nor any Subsidiary will, directly or indirectly, incur, assume or guarantee any Indebtedness secured by a Lien on any Principal Property (or the Capital Stock of any Subsidiary that owns a

116

Principal Property), unless Sands China secures the Notes equally and ratably with (or at the option of Sands China, prior to) the Indebtedness secured by such Lien for so long as such Indebtedness is secured. Any Lien that is granted to secure the Notes under this covenant shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes under this covenant.

The foregoing restrictions do not apply to Indebtedness that is secured by:

(1) Liens existing on the Issue Date (including the VML Credit Facility);

(2) Liens created in connection with a project financed with, and created to secure, a Nonrecourse Obligation;

(3) Liens on any property or Capital Stock of a Person existing at the time the Person becomes a Subsidiary or Liens in existence at the time of the acquisition of the assets encumbered thereby (including, in each case, without limitation, acquisition through merger or consolidation), in each case, which were not incurred in anticipation thereof;

(4) Liens on property or Capital Stock acquired, constructed, altered, improved or repaired by Sands China or any Subsidiary and created prior to, at the time of, or within 360 days (or thereafter if such Lien is created pursuant to a binding commitment entered into prior to, at the time of or within 360 days) after such acquisition (including, without limitation, acquisition through merger or consolidation), construction, alteration, improvement or repair (or the completion of such construction, alteration, improvement or repair or commencement of commercial operation of such property, whichever is later) to secure or provide for the payment of all or any part of the price thereof so long as such Liens are no greater than the payment or price, as the case may be, for the property or Capital Stock acquired, constructed, altered, improved or repaired (plus an amount equal to any fees, expenses or other costs payable in connection therewith);

(5) Liens securing Indebtedness or other obligations of a Subsidiary owing to Sands China or another Subsidiary; and

(6) Liens in favor of Sands China or its Subsidiaries.

The foregoing restrictions do not apply to extensions, renewals or replacements of any Indebtedness (and for the avoidance doubt, any successive extensions, renewals or replacements of such Indebtedness) secured by the foregoing types of Liens (other than Liens securing the VML Credit Facility pursuant to clause (1) above), so long as the principal amount of Indebtedness secured thereby shall not exceed the amount of Indebtedness existing at the time of such extension, renewal or replacement (plus an amount equal to any premiums, accrued interest, fees, expenses or other costs payable in connection therewith).

For purposes of clause (1) above, commitments under the VML Credit Facility shall be deemed to be Indebtedness in existence as of the Issue Date and any subsequent incurrence of Indebtedness under such commitments shall not be deemed to be an incurrence of additional Indebtedness or an additional Lien at such subsequent time, provided that if the VML Credit Facility is amended or supplemented subsequent to the Issue Date, including to increase the commitments thereunder, this paragraph shall only be applicable in respect of Indebtedness incurred up to the amount of the commitments under the VML Credit Facility in existence as of the Issue Date.

For the avoidance of doubt, an increase in the amount of Indebtedness in connection with any accrual of interest, accretion of accreted value, amortization of original issue discount, payment of interest in the form of additional Indebtedness with the same terms, and accretion of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness, shall not constitute an assumption, incurrence or guarantee for the purposes of this covenant, so long as the original Liens securing such Indebtedness were permitted under the Indenture.

117

Notwithstanding the foregoing restrictions, without securing the Notes as described above, Sands China and its Subsidiaries may, directly or indirectly, incur, assume or guarantee any Indebtedness secured by Liens that this covenant would otherwise restrict if the sum of (i) the aggregate of all Indebtedness secured by such Liens and (ii) any Attributable Debt (as defined below) related to any permitted sale and leaseback arrangement (see “—Limitations on Sale and Leaseback Transactions”) does not exceed the greater of (i) 15.0% of Sands China’s total Consolidated Net Assets (as defined below) and (ii) US$1.3 billion.

Any sale and leaseback arrangement incurred pursuant to clauses (1), (2), (4), (5) or (6) of the “—Limitation on Sale and Leaseback Transactions” covenant below shall be deemed to be permitted pursuant to this covenant.

Limitations on Sale and Leaseback Transactions

Neither Sands China nor any Subsidiary will enter into any arrangement with any person to lease a Principal Property (except for any arrangements that exist on the date the Notes are issued or that exist at the time any person that owns a Principal Property becomes a Subsidiary) which has been or is to be sold by Sands China or the Subsidiary to such person unless:

(1) the sale and leaseback arrangement involves a lease for a term of not more than three years;

(2) the sale and leaseback arrangement is entered into between or among Sands China and its Subsidiaries;

(3) Sands China or the Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property at least equal in amount to the Attributable Debt permitted pursuant to the last paragraph under “—Limitations on Liens” without having to secure equally and ratably the Notes;

(4) the lease payment is created in connection with a project financed with, and such obligation constitutes, a Nonrecourse Obligation; or

(5) the proceeds of the sale and leaseback arrangement are at least equal to the fair market value (as determined by Sands China’s Board of Directors in good faith) of the Principal Property and Sands China applies within 180 days after the sale an amount equal to the greater of the net proceeds of the sale or the Attributable Debt associated with the Principal Property to (i) the retirement of long-term debt for borrowed money that is not subordinated to the Notes and that is not debt to Sands China or a Subsidiary, or (ii) the purchase, construction, improvement, expansion or development of other comparable property; or

(6) the sale and leaseback arrangement is entered into within 180 days after the initial acquisition of the Principal Property subject to the sale and leaseback arrangement.

“Attributable Debt” means, with regard to a sale and leaseback arrangement of a Principal Property, an amount equal to the lesser of: (a) the fair market value of the Principal Property (as determined in good faith by Sands China’s Board of Directors); or (b) the present value of the total net amount of rent payments to be made under the lease during its remaining term (excluding permitted extensions), discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually. The calculation of the present value of the total net amount of rent payments is subject to adjustments to be specified in Indenture.

“Consolidated Net Assets” means, as of any date of determination, the consolidated assets, after subtracting all current liabilities, as such amounts appear on Sands China’s most recent internally available consolidated balance sheet and computed in accordance with IFRS; provided, that Consolidated Net Assets will be calculated, at the election of Sands China, after giving pro forma effect to any investments, acquisitions or dispositions occurring outside the ordinary course of business and subsequent to the date of such balance sheet, as well as any transaction giving rise to the need to calculate Consolidated Net Assets (including the application of the proceeds therefrom, as applicable).

“Principal Property” means the real and tangible property which is owned and operated by Sands China or any Subsidiary having a gross book value in excess of US$300,000,000, provided that no such property will

118

constitute a Principal Property if the Board of Directors of Sands China has determined in good faith that such property is not of material importance to the total business conducted by Sands China and its Subsidiaries taken as a whole.

Merger, Consolidation or Sale of Assets

With respect to the relevant series of Notes, as long as any Notes of such series are outstanding, Sands China will not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not Sands China is the surviving entity) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Sands China and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:

(1) either (a) Sands China is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other than Sands China) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is an entity organized or existing under the laws of Hong Kong, Macao, Singapore, the Cayman Islands, the British Virgin Islands, Bermuda, the Isle of Man, the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than Sands China) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of Sands China under the Notes of such Series and the Indenture pursuant to a supplemental indenture; and

(3) immediately after such transaction, no Default or Event of Default shall have occurred and is continuing.

For the avoidance of doubt, a pledge, mortgage, charge, lien, encumbrance, hypothecation or grant of any other security interest on an asset or property shall not be considered as a sale, assignment, transfer, conveyance or disposal of such asset or property.

Reports

(1) With respect to the relevant series of Notes, so long as any Notes of such series are outstanding and the ordinary shares of Sands China are listed on The Stock Exchange of Hong Kong Limited (the “HKSE”) and Las Vegas Sands is a reporting company under the Exchange Act, Sands China will file with the Trustee and furnish to the holders upon request, within 10 days after they are filed with the HKSE, true and correct copies of all financial and other reports in the English language filed with the HKSE.

(2) If, with respect to the relevant series of Notes, at any time in which Notes of such series are outstanding and the ordinary shares of Sands China are not listed on the HKSE and Las Vegas Sands is not a reporting company under the Exchange Act, Sands China will file with the Trustee and furnish to the holders upon request:

(a) within 120 days after the end of each fiscal year, an annual report in a form substantially similar to Sands China’s annual report for the year ended December 31, 2017 filed with the HKSE, including (A) a “Management Discussion and Analysis” of financial condition and results of operations and (B) consolidated financial statements (including statements of comprehensive income, financial position, changes in equity and cash flows) prepared in accordance with IFRS and audited by an internationally recognized firm of independent accountants;

(b) within 90 days after the end of the second quarter of each fiscal year, a semi-annual report in a form substantially similar to Sands China’s interim report for the six months ended June 30, 2018 filed with the HKSE, including (A) a “Management Discussion and Analysis” of financial condition and results of operations and (B) half-year consolidated financial statements (including statements of comprehensive income, financial position, changes in equity and cash flows) prepared in accordance with IFRS and reviewed pursuant to Hong Kong Standard on Review Engagements 2410 (or any comparable or successor provision) by an internationally recognized firm of independent accountants; and

119

(c) within 90 days after the end of the first and third quarter of each fiscal year, financial information in a form substantially similar to the financial information filed with the HKSE by Sands China for the most recently completed first or third fiscal quarter, as applicable.

Sands China’s reporting obligations under clauses (1) and (2) above will be satisfied in the event it timely posts such information to its website. In addition, the Indenture will permit Sands China to satisfy its obligations in this covenant with respect to clauses (1) and (2) above by furnishing the required information as part of a report by Las Vegas Sands or another direct or indirect parent entity, so long as (x) such filing presents the information required by this covenant on a stand-alone basis and includes an explanation in reasonable detail of the differences (if any) between the consolidated information relating to Las Vegas Sands or such other parent entity, on the one hand, and the information relating to Sands China and its Subsidiaries on a standalone basis, on the other hand, and (y) Sands China issues a press release to an internationally recognized wire service no fewer than three business days prior to the first public disclosure of the report by Las Vegas Sands or another direct or indirect parent entity announcing the date on which such report will become publicly available and directing noteholders, prospective investors, broker-dealers and securities analysts to contact the investor relations office of Sands China to obtain copies of such report.

So long as any Notes are outstanding, if at any time the ordinary shares of Sands China are not listed on the HKSE, Sands China will also:

(1) issue a press release to an internationally recognized wire service no fewer than three business days prior to the first public disclosure of the annual and semi-annual reports required by clause (2) of the preceding paragraph announcing the date on which such reports will become publicly available and directing noteholders, prospective investors, broker-dealers and securities analysts to contact the investor relations office of Sands China to obtain copies of such reports; and

(2) maintain a website to which noteholders, prospective investors, broker-dealers and securities analysts are given access and to which all of the reports required by this “Reports” covenant are posted (which requirement shall be satisfied if such reports are posted to the website of Sands China).

In addition, Sands China shall furnish to noteholders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes constitute “restricted securities” under Rule 144.

Events of Default and Remedies

Each of the following is an “Event of Default” with respect to each series of Notes:

(1) default for 30 days in the payment when due of interest on the Notes of such series;

(2) default in the payment when due (at maturity, upon redemption, repurchase or otherwise) of the principal of, or premium, if any, on the Notes of such series;

(3) failure by Sands China to comply with any payment obligations (including, without limitation, obligations as to the timing or amount of such payments) described under the caption “—Repurchase at the Option of Holders—Change of Control” or “—Repurchase at the Option of Holders—Investor Put Option;”

(4) failure by Sands China for 90 days after receipt of written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the Notes of such series to comply with any of the other agreements in the Indenture not identified in clauses (1), (2) or (3) above;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Sands China or any of its

120

Significant Subsidiaries (or the payment of which is guaranteed by Sands China or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the date of the Indenture, or is created after the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates US$250.0 million or more (or the Dollar Equivalent thereof), if such acceleration is not annulled within 30 days after written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the Notes of such series;

(6) failure by Sands China or any of its Significant Subsidiaries to pay final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) rendered against Sands China or any Significant Subsidiary aggregating in excess of US$250.0 million (or the Dollar Equivalent thereof), which judgments are not paid, bonded, discharged or stayed for a period of 60 days; or

(7) certain events of bankruptcy or insolvency relating to Sands China and its Significant Subsidiaries described in the Indenture.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes of the affected series will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes of an affected series may declare all the Notes of such series to be due and payable immediately.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding Notes of an affected series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the applicable Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any holders of the applicable Notes unless such holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability, claim or expense. Except to enforce the right to receive payment of principal, interest or premium, if any, when due, no holder of a Note may pursue any remedy with respect to the Indenture or the applicable Notes unless:

(1) such holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series have requested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability, claim or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding Notes of the relevant series have not given the Trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding Notes of any series by notice to the Trustee may, on behalf of the holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such series.

121

Sands China is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, Sands China is required to promptly deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, organizer, equity holder or member of Sands China, as such, will have any liability for any obligations of Sands China under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the United States federal securities laws.

Legal Defeasance and Covenant Defeasance

Sands China may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes of such series (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to below;

(2) Sands China’s obligations with respect to the Notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee and Sands China’s obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, Sands China may, at its option and at any time, elect to have the obligations of Sands China released with respect to certain covenants (including its obligation to make Change of Control Offers) that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes of the applicable series. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under the caption “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes of the applicable series.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Sands China must irrevocably deposit with the Trustee or its designee, in trust, for the benefit of the holders of the Notes of the applicable series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Sands China must specify whether the Notes of such series are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, Sands China must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) Sands China has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the

122

outstanding Notes of the applicable series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Sands China must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes of the applicable series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which Sands China is a party or by which any such Person is bound; and

(6) Sands China must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture and the Notes of any series may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding of the applicable series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of such series), and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes of the applicable series may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes of such series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of such series).

Without the consent of each holder of an outstanding Note of a series affected, an amendment, supplement or waiver may not:

(1) reduce the principal amount of Notes of such series whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note of such series or alter the provisions with respect to the redemption of the Notes of such series (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders—Change of Control” except as set forth in clause (8) below);

(3) reduce the rate of or change the time for payment of interest on any Note of such series;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes of such series (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes of the applicable series and a waiver of the payment default that resulted from such acceleration);

(5) make any Note of such series payable in money other than that stated in the applicable Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes of such series;

123

(7) waive a redemption payment with respect to any Note of such series (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders— Change of Control” except as set forth in clause (8) below);

(8) amend, change or modify in any material respect the obligation Sands China to make and consummate a Change of Control Offer with respect to the Notes of such series in respect of a Change of Control that has occurred; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of Notes, Sands China and the Trustee may amend or supplement the Indenture or the applicable Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of Certificated Notes;

(3) to provide for the assumption of Sands China’s obligations to holders of the applicable series of Notes in the case of a merger or consolidation or sale of all or substantially all of Sands China’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of the applicable series of Notes or that does not adversely affect the legal rights under the Indenture of the holders in any material respect;

(5) to conform the text of the Indenture or the applicable Notes to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of such Indenture or Notes, which intent may be evidenced by an Officer’s Certificate to that effect;

(6) to provide for the issuance of Additional Notes of an applicable series in accordance with the limitations set forth in the Indenture as of the date of the Indenture;

(7) to evidence and provide for the acceptance of appointment by an applicable successor Trustee;

(8) to comply with the procedures of DTC, Euroclear or Clearstream;

(9) to allow a Person to Guarantee Sands China’s obligations under the Indenture and the applicable Notes by executing a supplemental indenture with respect to the applicable Notes (or to release any such Person from such a Guarantee as provided or permitted by the terms of the Indenture and such Guarantee); or

(10) to provide for the applicable Notes to become secured (or to release such security as permitted by the Indenture and the applicable security documents).

Satisfaction and Discharge

The Indenture for a series of Notes will be discharged and will cease to be of further effect as to all Notes of such series issued thereunder, when:

(1) either:

(a) all Notes of the applicable series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to Sands China, have been delivered to the Trustee for cancelation; or

(b) all Notes of the applicable series that have not been delivered to the Trustee for cancelation will become due and payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable within one year and Sands China has irrevocably deposited or caused to

124

be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the holders of the Notes of such series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee for cancelation for principal and premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(3) Sands China has paid or caused to be paid all sums payable by Sands China under the Indenture; and

(4) Sands China has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes of the applicable series at maturity or on the redemption date, as the case may be.

In addition, Sands China must deliver an Officer’s Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of Sands China, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions. However, if it acquires any conflicting interest it must eliminate such conflict within 90 days or resign as Trustee of the applicable series of Notes.

The holders of a majority in aggregate principal amount of the then outstanding Notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his/her own affairs.

Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of the applicable series of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability, claim or expense.

Indemnification for Judgment Currency

The obligations of Sands China to any holder of the Notes or the Trustee under the Indenture or the applicable series of Notes will, notwithstanding any judgment in a currency (the “Judgment Currency”) other than U.S. dollars, be discharged only to the extent that on the day following receipt by such party of any amount in the Judgment Currency, such party may in accordance with normal banking procedures purchase U.S. dollars with the Judgment Currency.

If the amount of U.S. dollars so purchased is less than the amount originally to be paid to such party in U.S. dollars, Sands China agrees as a separate obligation and notwithstanding such judgment, to the extent permitted by applicable law, to pay the difference, and, if the amount of U.S. dollars so purchased exceeds the amount originally to be paid to such party, such party agrees to pay to or for the account of such payor such excess; provided that such party shall not have any obligation to pay any such excess as long as an Event of Default has occurred and is continuing, in which case such excess may be applied by such party to such obligations.

125

Governing Law, Consent to Jurisdiction and Service of Process

The Indenture and the Notes will provide, with certain exceptions, for the application of the internal laws of the State of New York. Sands China will irrevocably submit to the jurisdiction of any New York state or United States federal court located in The Borough of Manhattan, City of New York, State of New York in relation to any legal action or proceeding (i) arising out of, related to or in connection with the Indenture or the Notes and (ii) arising under any United States federal or state securities laws. Sands China will appoint Corporation Service Company as its agent for service of process in any such action or proceeding.

Enforceability of Judgments

Since substantially all of the assets of Sands China and its Subsidiaries are outside the United States, any judgment obtained in the United States against Sands China, including judgments with respect to the payment of principal, premium, interest and any redemption price and any purchase price with respect to the Notes, may not be collectable within the United States.

Book-Entry, Delivery and Form

The Notes will be issued in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess of US$200,000 and will be represented by one or more global notes in registered, global form without interest coupons (the “Global Notes”). The Global Notes of each series will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive Notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Sands China takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised Sands China that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

126

DTC has also advised Sands China that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Interests held through Euroclear or Clearstream may be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, Sands China and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither Sands China, the Trustee nor any agent of Sands China or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised Sands China that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or Sands China. Neither Sands China nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the Notes, and Sands China and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

127

Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised Sands China that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the relevant Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under a series of Notes, DTC reserves the right to exchange the relevant Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Sands China, the Trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies Sands China that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Sands China fails to appoint a successor depositary; or

(2) if DTC or a successor depositary so requests following a Default or Event of Default with respect to the applicable series of Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture.

In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legends referred to in the Indenture, unless such legends are not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

128

Same Day Settlement and Payment

Sands China will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, and interest, if any), by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. Sands China will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes represented by the Global Notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. Sands China expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a Business Day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Sands China that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the Business Day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. “Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the Person or Persons who are the managing member, members or managers or any controlling committee or managing members or managers thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function. “Business Day” means any day other than a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

129

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests (whether general or limited); and

(4) any other interests or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Sands China and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to Las Vegas Sands, either of the Principals and/or any of his or her Related Parties;

(2) the adoption of a plan relating to the liquidation or dissolution of Sands China or any successor thereto; or

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined in clause (1) above), other than Las Vegas Sands, either of the Principals and/or any of his or her Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the outstanding Voting Stock of Sands China, measured by voting power rather than number of shares.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) Sands China becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of Sands China immediately prior to that transaction or (B) immediately following that transaction no “person” (as defined in clause (1) above), other than a holding company satisfying the requirements of this sentence and/or Las Vegas Sands, either of the Principals and/or any of his or her Related Parties, is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company (measured by voting power rather than number of shares).

Notwithstanding the foregoing clauses or any provision of the Exchange Act, a “person” (as defined in clause (1) above) shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting, support, option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement.

“Change of Control Offer” has the meaning assigned to that term in the Indenture.

“Change of Control Triggering Event” means the occurrence of a Change of Control and a Ratings Event.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the base rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by the Federal Reserve Bank of New York on the date of determination.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fitch” means Fitch, Inc., also known as Fitch Ratings, and its successors.

130

“Gaming Authority” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of any national or foreign government, any state, province or city or other political subdivision or otherwise, whether on the date of the Indenture or thereafter in existence, including the Government of the Macao Special Administrative Region and any other applicable gaming regulatory authority or agency, in each case, with authority to regulate the sale or distribution of liquor or any gaming operation (or proposed gaming operation) owned, managed or operated by Sands China or any of their respective Affiliates.

“Gaming Law” means the gaming laws, rules, regulations or ordinances of any jurisdiction or jurisdictions to which Las Vegas Sands, Sands China or any of their respective Affiliates is, or may be, at any time subject.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America; which, in either case, are not callable or redeemable at the option of the issuer thereof, and will include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Security or a specific payment of principal of or interest on any such Government Security held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Security or the specific payment of principal of or interest on the Government Security evidenced by such depository receipt.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Holder” or “holder” means any registered holder, from time to time, of the Notes. Only registered holders will have any rights under the Indenture.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as in effect from time to time; provided that any obligation that would not constitute Indebtedness as of the Issue Date shall not be deemed to be Indebtedness solely due to a change in IFRS.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding, for the avoidance of doubt, accrued expenses, trade payables and hedging obligations), in respect of borrowed money if and to the extent such indebtedness would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and

131

(3) in the case of a Guarantee of Indebtedness, the maximum amount of the Indebtedness guaranteed under such Guarantee.

Notwithstanding anything contained in the Indenture to the contrary, any obligation of Sands China incurred in the ordinary course of business in respect of casino chips or similar instruments shall not constitute “Indebtedness” for any purpose under the Indenture.

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent Investment Grade credit rating from any additional Rating Agency or Rating Agencies selected by Sands China, as applicable.

“Investor Put Option Triggering Event” means any event resulting from any change in Gaming Law or any action by a Gaming Authority after which none of Sands China or any Subsidiary of Sands China owns or manages casino or gaming areas or operates casino games of fortune and chance in Macao in substantially the same manner as Sands China and its Subsidiaries are owning or managing casino or gaming areas or operating casino games at the Issue Date, for a period of thirty consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of Sands China and its Subsidiaries, taken as a whole.

“Issue Date” means August 9, 2018.

“Las Vegas Sands” means Las Vegas Sands Corp, a Nevada corporation, or any successor thereto.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in New York, New York, Hong Kong, Macao or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its statistical rating business, except that any reference to a particular rating by Moody’s will be deemed to be a reference to the corresponding rating by any such successor.

“Nonrecourse Obligation” means Indebtedness or lease payment obligations substantially related to (i) the acquisition of assets not previously owned by Sands China or any Subsidiary or (ii) the financing of a project involving the development or expansion of Sands China’s or any Subsidiary’s properties, as to which the obligee with respect to such indebtedness or obligation has no recourse to Sands China or any Subsidiary or any of Sands China’s or any Subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary of Sands China, or any director of the Board of Directors of Sands China or any Person acting in that capacity.

“Officer’s Certificate” means a certificate signed on behalf of Sands China by an Officer of Sands China which meets the requirements set forth in the Indenture.

132

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means Sheldon G. Adelson and Dr. Miriam Adelson.

“Rating Agencies” means (a) each of Fitch, Moody’s and S&P and (b) if any of Fitch, Moody’s or S&P ceases to rate a series of Notes or fails to make a rating of a series of Notes publicly available for reasons outside of Sands China’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by Sands China as a replacement agency for Fitch, Moody’s or S&P, or each of them, as the case may be.

“Ratings Event” means with respect to each series of Notes, (i) the rating of the Notes of such series is lowered by two of the three Rating Agencies on any day during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public notice of the intention by Sands China to effect a Change of Control, and ending 60 days following consummation of such Change of Control (which period shall be extended so long as the rating of such series of Notes is under publicly announced consideration for a possible downgrade by any of the Applicable Rating Agencies, provided that no such extension shall occur if on such 60th day the Notes of such series have an Investment Grade Rating from at least two Rating Agencies and are not subject to review for possible downgrade by either of such Rating Agencies), and (ii) the Notes of such series are rated below Investment Grade by two of the three Rating Agencies on any day during the Trigger Period; provided that a Ratings Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Ratings Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform Sands China that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Event). The Notes of a series will be deemed to have ceased to be rated as investment grade by a Rating Agency during any period in which such Rating Agency is not providing a rating for the Notes of such series.

“Related Party” means:

(1) any immediate family member or former spouse (in the case of an individual) of either of the Principals; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a greater than 50% interest of which consist of either or both of the Principals and/or such other Persons referred to in the immediately preceding clause (1) or this clause (2).

“S&P” means S&P’s Ratings Inc. or any successor to its statistical rating business, except that any reference to a particular rating by S&P shall be deemed to be a reference to the corresponding rating by any such successor.

“SEC” means the U.S. Securities and Exchange Commission. “Securities Act” means the U.S. Securities Act of 1933, as amended.

“Significant Subsidiary” means any Subsidiary that (a) contributed at least 10% of Sands China’s and its Subsidiaries’ total consolidated income from continuing operations before income taxes and extraordinary items for the most recently ended fiscal year of Sands China or (b) owned at least 10% of Total Assets as of the last day of the most recently ended fiscal year of Sands China.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after

133

giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof); or

(3) any limited liability company (a) the manager or managing member of which is such Person or a Subsidiary of such Person or (b) the only members of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

Unless the context otherwise requires, “Subsidiary” as used herein shall mean a Subsidiary of Sands China.

“Total Assets” means at any date, the total assets of Sands China and its Subsidiaries at such date, determined on a consolidated basis in accordance with IFRS.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“VML Credit Facility” means the Second Amended and Restated Credit Agreement, dated as of August 31, 2016, among VML US Finance LLC, as borrower, Venetian Macau Limited, as the Company, and the lenders listed therein, as in effect as of the Issue Date.

134

DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS

SCL Credit Facility

On November 20, 2018, the Company as borrower, entered into the SCL Credit Facility with the arrangers and lenders named therein and Bank of China Limited, Macau Branch, as agent for the lenders, pursuant to which the lenders made available a US$2.0 billion revolving unsecured credit facility to the Company. The facility is available until July 31, 2023 and the Company may draw loans under the facility, which may consist of general revolving loans (consisting of a United States dollar component and a Hong Kong dollar component) or loans drawn under a swing-line loan sub-facility (denominated in either United States dollars or Hong Kong dollars). The Company may utilize the loans for general corporate purposes and working capital requirements of the Company and its subsidiaries.

Loans under the SCL Credit Facility will bear interest calculated by reference to (1) in the case of general revolving loans denominated in United States dollars, the London interbank offered rate, (2) in the case of loans denominated in United States dollars drawn under the swing-line loan sub-facility, a United States dollar alternate base rate (determined by reference to, among other things, the United States dollar prime lending rate and the Federal Funds Effective Rate), (3) in the case of general revolving loans denominated in Hong Kong dollars, the Hong Kong interbank offered rate or (4) in the case of loans denominated in Hong Kong dollars drawn under the swing-line loan sub-facility, a Hong Kong dollar alternate base rate (determined by reference to, among other things, the Hong Kong dollar prime lending rate), in each case, plus a margin that is determined by reference to the consolidated leverage ratio. The initial margin for general revolving loans is 2.0% per annum and the initial margin for loans drawn under the swing-line loan sub-facility is 1.0% per annum. The Company is also required to pay a commitment fee of 0.60% per annum on the undrawn amounts under the Revolving Facility.

The SCL Credit Facility contains affirmative and negative covenants customary for similar unsecured financings, including, but not limited to, limitations on indebtedness secured by liens on principal properties and sale and leaseback transactions. The SCL Credit Facility also requires the Company to maintain (1) a maximum ratio of total indebtedness to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined in the SCL Credit Facility (the “SCL Credit Facility Adjusted EBITDA”) of 4.00 to 1.00 throughout the life of the facility, and (2) a minimum ratio of the SCL Credit Facility Adjusted EBITDA to net interest expense (including capitalized interest) of 2.50 to 1.00 throughout the life of the facility.

The SCL Credit Facility also contains certain events of default (some of which are subject to grace and remedy periods and materiality qualifiers), including, but not limited to, events relating to the Company’s gaming operations and the loss or termination of certain land concession contracts.

135

Outstanding Notes

On August 9, 2018, we issued US$1.8 billion Outstanding 2023 Notes, US$1.8 billion Outstanding 2025 Notes and US$1.9 billion Outstanding 2028 Notes. We used a portion of the net proceeds from the offering of the Outstanding Notes to repay in full our outstanding borrowings under the VML Credit Facility. See “Use of Proceeds” and “—VML Credit Facility.”

In connection with the registration rights agreement and subject to the terms and conditions of the exchange offer, we are hereby offering to exchange the newly issued Notes for the Outstanding Notes. The Outstanding Notes are identical in all material respects to the Notes, except that the Outstanding Notes have not been registered under the Securities Act, they are subject to certain transfer restrictions and they benefit from registration rights provisions and from additional interest if we fail to comply with the registration rights agreement. See “The Exchange Offer.”

136

TAXATION

This summary is based on the laws of the Cayman Islands, the United States and Hong Kong in effect on the date of this prospectus, which are subject to changes (or changes in interpretation), possibly with retroactive effect. The summary does not address any aspects of the Cayman Islands taxation other than income taxation, capital taxation, stamp duty and estate taxation. Prospective investors are urged to consult their tax advisors regarding the tax consequences of owning and disposing of our Notes.

Cayman Islands Taxation

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made to or by our company.

Payments of interest and principal on the Notes will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal to any holder of the Notes, nor will gains derived from the disposal of the Notes be subject to Cayman Islands income or corporation tax. No stamp duty is payable in respect of the issue of the Notes. However, stamp duty will be payable on an instrument of transfer in respect of a Note if executed in or brought into the Cayman Islands or produced before the Cayman Islands Courts.

United States Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the exchange of Outstanding Notes for Notes pursuant to the exchange offer, as of the date hereof. This discussion does not address specific tax considerations that may be relevant to particular persons in light of their individual circumstances (including, for example, entities treated as partnerships for U.S. federal income tax purposes or partners or members therein, banks or other financial institutions, broker-dealers, insurance companies, regulated investment companies, tax-exempt entities, controlled foreign corporations, dealers in securities or currencies, persons whose functional currency is not the U.S. dollar, persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement and persons in special situations, such as those who hold Outstanding Notes as part of a straddle, synthetic security, conversion transaction, or other integrated investment). Moreover, this discussion does not address any non-U.S., state or local tax considerations, any aspect of the Medicare tax on net investment income or any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws. This discussion is based upon the Internal Revenue Code of 1986, as amended, the Treasury Department regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. Each holder is urged to consult its tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax considerations relating to the exchange of Outstanding Notes for Notes and relating to the acquisition, ownership and disposition of the Notes.

The exchange of an Outstanding Note for a Note pursuant to the exchange offer will not constitute a “significant modification” of the Outstanding Note for U.S. federal income tax purposes and, accordingly, the Note received by a holder will be treated as a continuation of the Outstanding Note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a holder who exchanges an Outstanding Note for a Note pursuant to the exchange offer and any such holder will have the same adjusted tax basis and holding period in the Note as it had in the Outstanding Note immediately before the exchange. A holder who does not exchange its Outstanding Notes for Notes pursuant to the exchange offer will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offer.

137

Hong Kong Taxation

No Hong Kong stamp duty is payable on any issue, sale or purchase or other disposal of debentures, loan stocks, funds, bonds or notes (i) which are denominated in a currency other than HK dollars (provided that such debentures, loan stocks, funds, bonds or notes are not redeemable in HK dollars and may not at the option of any person be redeemed in HK dollars) or (ii) the register of holders of which is maintained outside of Hong Kong. Therefore, the issue, sale or purchase or other disposal of the Notes will not be subject to Hong Kong stamp duty.

138

PLAN OF DISTRIBUTION

The following requirements apply only to broker-dealers. If you are not a broker-dealer as defined in Section 3(a)(4) and Section 3(a)(5) of the Exchange Act, these requirements do not affect you.

Each broker-dealer that receives Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer and so notifies us, or causes us to be so notified in writing, we have agreed that a period of 180 days after the date of this prospectus, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

We will not receive any proceeds from any sale of Notes by broker-dealers. Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Notes or a combination of such methods of resale, at prevailing market prices at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Notes. Any broker-dealer that resells Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay certain expenses incident to the exchange offer (other than commissions and concessions of any broker-dealers), subject to certain prescribed limitations, and will indemnify the holders of the Outstanding Notes against certain liabilities, including certain liabilities that may arise under the Securities Act. By accepting the exchange offer, each broker-dealer that receives Notes in the exchange offer agrees that it will stop using the prospectus if it receives notice from us of any event which makes any statement in this prospectus false in any material respect or which requires any changes in this prospectus in order to make the statements true.

We are delivering copies of this prospectus in electronic form through the facilities of DTC. By participating in the exchange offer, you will be consenting to electronic delivery of these documents.

Selling Restrictions

Application will be made for the listing of the Notes on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only. We cannot assure you that we will obtain or be able to maintain a listing of the Notes on the Hong Kong Stock Exchange. Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Notes or the Company.

Each holder of Outstanding Notes who participates in the exchange offer represents and warrants that it has acquired the Notes in compliance with the selling restrictions set out below.

The Notes are offered to persons who are Professional Investors only. Other than in the United States, no action has been or will be taken by us that would permit a public offering of the Notes, or the possession, circulation or distribution of this prospectus or any other material relating to the Notes or this exchange offer, in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,

139

directly or indirectly, and neither this prospectus nor such other material may be distributed or published, in or from any jurisdiction except in compliance with any applicable rules and regulations of such jurisdiction.

United Kingdom

This prospectus is for distribution only to, and is only directed at, persons who:

• are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”);

• are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order;

• are outside the United Kingdom; or

• are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issuance or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

This prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients of this prospectus are not permitted to transmit it to any other person. The Notes are not being offered to the public in the United Kingdom.

Hong Kong

The Notes are only offered in Hong Kong or to persons in Hong Kong who are (a) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong; and (b) acquiring the Notes in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. We have not issued or had in our possession for the purpose of issue, and will not issue or have in our possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be offered only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

Macao

The Notes may not be offered, sold or delivered to members of the public in Macao.

Cayman Islands

The Notes may not be offered or sold in the Cayman Islands.

Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

140

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is

141

made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

142

LEGAL MATTERS

We are being represented by Skadden, Arps, Slate, Meagher & Flom LLP with respect to certain matters of United States federal and New York laws, by Slaughter and May with respect to certain matters of Hong Kong law and by Luís Cavaleiro de Ferreira, Ricardo Silva & Associados with respect to certain matters of Macao law. Certain legal matters as to Cayman Islands law will be passed upon for us by Walkers (Hong Kong).

143

EXPERTS

Our audited consolidated financial statements as of December 31, 2016 and 2017 and for the three years ended December 31, 2017 included in this prospectus have been audited by Deloitte Touche Tohmatsu, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the restatement related to the adoption of IFRS 15 “Revenue from Contracts with Customers”). Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The offices of Deloitte Touche Tohmatsu are located at 35/F, One Pacific Place, 88 Queensway, Hong Kong.

144

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-4 under the Securities Act with respect to the Notes offered in this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. For further information about us and the Notes, you should refer to the registration statement. This prospectus also summarizes material provisions of contracts and other documents. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these contracts and other documents. We have included these documents as exhibits to our registration statement.

Upon completion of this exchange offer, we will be a foreign private issuer. We will not be subject to the same requirements that are imposed on U.S. domestic issuers by the SEC. We will have a longer period to file our annual report with the SEC and we will not be required to file quarterly reports. We will not be required to issue proxy statements or to disclose the detailed information about the compensation of our executive officers that is required to be disclosed by U.S. domestic issuers. Our directors and executive officers will not be subject to insider short-swing profit disclosure and recovery provisions under Section 16 of the Exchange Act. We will also be exempt from the requirements of SEC Regulation FD (Fair Disclosure), which is intended to ensure that select groups of investors do not receive material information about an issuer before it is disclosed to investors generally. We will, however, be subject to anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act.

For further information about us, you may inspect a copy of the registration statement, of the exhibits and schedules to the registration statement or of any reports, statements or other information we file with the SEC without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549, United States. The SEC maintains a website at www.sec.gov that contains reports and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website. Our filings with the SEC are available through the electronic data gathering, analysis and retrieval (EDGAR) system of the SEC. In addition, copies of all or any part of the registration statement are available without charge upon written or oral request directed to: Sands China Ltd., The Venetian Macao Resort Hotel, Legal Department, L2 Executive Offices, Estrada da Baía de N. Senhora da Esperança, s/n, Macao SAR; Attention: Company Secretary; Telephone: +853 8118-2888. To obtain timely delivery of these documents, you must request them no later than five business days before the expiration date. This means that if you wish to request documents, you must do so by             , 2019, in order to receive them before the expiration date.

145

GENERAL INFORMATION

Consents

We have obtained all necessary consents, approvals and authorizations in connection with the issue and performance of the Notes. The entering into of the Indenture and the issue of the Notes have been authorized by resolutions of our board of directors, dated June 7, 2018 and October 18, 2018, and the relevant authorized committee thereof, dated August 3, 2018.

Litigation

Except as disclosed in this prospectus, there are no legal or arbitration proceedings against or affecting us, any of our subsidiaries or any of our assets, nor are we aware of any pending or threatened proceedings, which are or might be material in the context of this issue of the Notes.

Documents Available

Our consolidated financial statements included in this prospectus and the Indenture have been publicly filed on the EDGAR system of the U.S. Securities and Exchange Commission. Please refer to the section titled “Where You Can Find Additional Information” included elsewhere in this prospectus for information on how to access those documents and information.

Clearing System and Settlement

The Notes will be cleared through the facilities of DTC.

Certain trading information with respect to the Notes is set forth in the section titled “Summary of the Terms of the Notes.” Only Notes evidenced by a Global Note have been accepted for clearance through DTC.

Listing of the Notes

Application will be made for the listing of the Notes on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only. We cannot assure you that we will obtain or be able to maintain a listing of the Notes on the Hong Kong Stock Exchange. Listing of the Notes on the Hong Kong Stock Exchange is conditional upon satisfaction of the requirements thereof. For so long as any of the Notes are listed on the Hong Kong Stock Exchange and the rules of the Hong Kong Stock Exchange so require, such Notes will be traded, whether on the Hong Kong Stock Exchange or otherwise, in a minimum denomination of US$200,000.

146

Index to Consolidated Financial Statements

Interim Financial Statements (unaudited)
Consolidated Income Statements for the Six Months Ended June 30, 2018 and 2017	F-2
Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2018 and 2017	F-3
Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	F-4
Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2018 and 2017	F-6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017	F-7
Notes to the Condensed Consolidated Financial Statements	F-8
Audited Financial Statements
Independent Auditor’s Report	F-30
Consolidated Income Statements for the Years Ended December 31, 2015, 2016 and 2017	F-31
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 2016 and 2017	F-32
Consolidated Balance Sheets as of December 31, 2016 and 2017	F-33
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2015, 2016 and 2017	F-35
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2016 and 2017	F-36
Notes to the Consolidated Financial Statements	F-37

F-1

CONSOLIDATED INCOME STATEMENTS

			Six months ended June 30,
			2018			2017
			US$ in millions, except per share data
	Note		(Unaudited)
Net revenues		4		4,265			3,635
Gaming tax				(1,688	)		(1,400	)
Employee benefit expenses				(622	)		(605	)
Depreciation and amortization		5		(308	)		(385	)
Inventories consumed				(49	)		(46	)
Other expenses and losses		6		(537	)		(439	)
Operating profit				1,061			760
Interest income				3			3
Interest expense, net of amounts capitalized		7		(88	)		(73	)
Profit before income tax				976			690
Income tax benefit/(expense)		8		3			(12	)
Profit for the period attributable to equity holders of the Company				979			678
Earnings per share for profit attributable to equity holders of the Company
- Basic		9		US12.11 cents			US8.39 cents
- Diluted		9		US12.10 cents			US8.39 cents

Note: Prior period amounts have been adjusted to conform to the current period presentation.

F-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Profit for the period attributable to equity holders of the Company		979			678
Other comprehensive loss, net of tax Item that will not be reclassified subsequently to profit or loss:
Currency translation differences		(17	)		(22	)
Total comprehensive income for the period attributable to equity holders of the Company		962			656

F-3

CONSOLIDATED BALANCE SHEETS

			June 30, 2018		December 31, 2017
			US$ in millions
	Note		(Unaudited)		(Audited)
ASSETS
Non-current assets
Investment properties, net		11		651		1,311
Property and equipment, net		11		8,190		7,687
Intangible assets, net				37		34
Other assets, net				34		34
Trade and other receivables and prepayments, net				24		23
Total non-current assets				8,936		9,089
Current assets
Inventories				14		15
Trade and other receivables and prepayments, net		12		320		293
Restricted cash and cash equivalents				12		11
Cash and cash equivalents				1,063		1,239
Total current assets				1,409		1,558
Total assets				10,345		10,647

F-4

CONSOLIDATED BALANCE SHEETS

			June 30, 2018			December 31, 2017
			US$ in millions
	Note		(Unaudited)			(Audited)
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital		13		81			81
Reserves				3,420			4,457
Total equity				3,501			4,538
LIABILITIES
Non-current liabilities
Trade and other payables		14		104			92
Borrowings		15		4,782			4,358
Deferred income tax liabilities				57			62
Total non-current liabilities				4,943			4,512
Current liabilities
Trade and other payables		14		1,815			1,537
Current income tax liabilities				3			6
Borrowings		15		83			54
Total current liabilities				1,901			1,597
Total liabilities				6,844			6,109
Total equity and liabilities				10,345			10,647
Net current liabilities				(492	)		(39	)
Total assets less current liabilities				8,444			9,050

F-5

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital		Capital reserve		Share premium		Statutory reserve		Share-based compensation reserves			Currency translation reserve			Retained earnings			Total
	US$ in millions
	(Unaudited)
For the six months ended June 30, 2017
Balance at January 1, 2017		81		87		1,411		6		89			6			3,327			5,007
Profit for the period		-		-		-		-		-			-			678			678
Other comprehensive loss for the period, net of tax		-		-		-		-		-			(22	)		-			(22	)
Total comprehensive income		-		-		-		-		-			(22	)		678			656
Exercise of share options		-		-		6		-		-			-			-			6
Transfer to share premium upon exercise of share options		-		-		2		-		(2	)		-			-			-
Forfeiture of share options		-		-		-		-		(2	)		-			2			-
Share-based compensation of the Company		-		-		-		-		7			-			-			7
Dividends to equity holders of the Company (Note 10)		-		-		-		-		-			-			(2,069	)		(2,069	)
Balance at June 30, 2017		81		87		1,419		6		92			(16	)		1,938			3,607
For the six months ended June 30, 2018
Balance at January 1, 2018		81		87		1,428		6		88			(16	)		2,864			4,538
Effect of adoption of IFRS 9 (Note 3)		-		-		-		-		-			-			24			24
Balance at January 1, 2018 (Restated)		81		87		1,428		6		88			(16	)		2,888			4,562
Profit for the period		-		-		-		-		-			-			979			979
Other comprehensive loss for the period, net of tax		-		-		-		-		-			(17	)		-			(17	)
Total comprehensive income		-		-		-		-		-			(17	)		979			962
Exercise of share options		-		-		22		-		-			-			-			22
Transfer to share premium upon exercise of share options		-		-		6		-		(6	)		-			-			-
Forfeiture of share options		-		-		-		-		(1	)		-			1			-
Share-based compensation of the Company		-		-		-		-		8			-			-			8
Dividends to equity holders of the Company (Note 10)		-		-		-		-		-			-			(2,053	)		(2,053	)
Balance at June 30, 2018		81		87		1,456		6		89			(33	)		1,815			3,501

F-6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Net cash generated from operating activities		1,680			1,304
Cash flows from investing activities
Increase in restricted cash and cash equivalents		(1	)		-
Purchase of property and equipment		(199	)		(200	)
Additions to investment properties		(10	)		(18	)
Purchase of intangible assets		(10	)		(5	)
Interest received		3			3
Net cash used in investing activities		(217	)		(220	)
Cash flows from financing activities
Proceeds from exercise of share options		22			6
Proceeds from bank loans		746			650
Repayments of bank loans		(269	)		(107	)
Dividends paid		(2,052	)		(2,067	)
Repayments of finance lease liabilities		(14	)		(4	)
Interest paid		(70	)		(62	)
Net cash used in financing activities		(1,637	)		(1,584	)
Net decrease in cash and cash equivalents		(174	)		(500	)
Cash and cash equivalents at beginning of period		1,239			1,284
Effect of exchange rate on cash and cash equivalents		(2	)		(3	)
Cash and cash equivalents at end of period		1,063			781
Cash and cash equivalents comprised:
Cash at bank and on hand		496			386
Short-term bank deposits		567			395
		1,063			781

F-7

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Principal activities

The Group is principally engaged in the operation of casino games of chance or games of other forms and the development and operation of integrated resorts and other ancillary services in Macao. The Group’s immediate holding company is Venetian Venture Development Intermediate II. Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A. and indirectly holds 70.02% ownership interest in the Group as at June 30, 2018, is the Group’s ultimate holding company.

The Company was incorporated in the Cayman Islands on July 15, 2009 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of the Company’s registered office is Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The Company’s principal place of business is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

The Group owns and operates The Venetian Macao-Resort-Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Group’s master-planned development of integrated resort properties in Macao. Sands Cotai Central opened in phases, beginning in April 2012. The property currently features four hotel towers, consisting of hotel rooms and suites under the Conrad, Holiday Inn, Sheraton and St. Regis brands. In October 2017, the Company announced it will renovate, expand and rebrand Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks, an expanded retail mall and approximately 370 additional luxury suites located within the hotel tower that includes the suites under the St. Regis brand. In September 2016, the Group opened The Parisian Macao, an integrated resort connected to The Venetian Macao and The Plaza Macao. The Group owns The Plaza Macao, which is located adjacent and connected to The Venetian Macao. The Plaza Macao is an integrated resort that includes the Four Seasons Hotel Macao, the Plaza Casino, Shoppes at Four Seasons and Paiza Mansions. Our plan is The Plaza Macao will also feature approximately additional 280 premium quality suites in a tower adjacent to the Four Seasons Hotel Macao. The Group also owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Group’s other ancillary services include ferry operations and other related operations.

The Company’s shares were listed on the Main Board of the Stock Exchange on November 30, 2009.

The unaudited condensed consolidated financial statements are presented in millions of units of United States dollars (“US$ in millions”), unless otherwise stated.

These condensed consolidated financial statements have not been audited.

2. BASIS OF PREPARATION

The condensed consolidated financial statements for the six months ended June 30, 2018 have been prepared in accordance with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”) and the applicable disclosure requirements of Appendix 16 to the Listing Rules. They should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2017, which were prepared in accordance with International Financial Reporting Standards (“IFRS”).

F-8

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The condensed consolidated financial statements have been prepared on the historical cost basis except for financial liabilities for cash-settled share-based payment transactions that are measured at fair value.

The accounting policies adopted and methods of computation used in the preparation of the condensed consolidated financial statements for the six months ended June 30, 2018 are consistent with those adopted and as described in the Group’s annual financial statements for the year ended December 31, 2017, except for the adoption of new and amendments to IFRSs as of January 1, 2018, noted below which are relevant to the Group.

IFRS 15 Revenue from Contracts with Customers

The accounting standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of IFRS 15 is an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See Note 4 for these disclosures. The Group adopted the new standard on January 1, 2018, on a full retrospective basis.

Revenue from contracts with customers primarily consists of casino wagers, room sales, food and beverage transactions, convention sales and entertainment and ferry ticket sales. These contracts can be written, oral or implied by customary business practices.

Gross casino revenue is the aggregate of gaming wins and losses. The commissions rebated to junket operators and premium players for rolling play, cash discounts and other cash incentives to patrons related to gaming play are recorded as a reduction to gross casino revenue. Gaming contracts include a performance obligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis to incentivize gaming or in exchange for points earned under the Group’s loyalty programs.

For wagering contracts that include complimentary products and services provided by the Group to incentivize gaming, the Group allocates the relative stand-alone selling price of each product and service to the respective revenue type. Complimentary products or services provided under the Group’s control and discretion, which are supplied by third parties, are recorded as an operating expense.

For wagering contracts that include products and services provided to a patron in exchange for points earned under the Group’s loyalty programs, the Group allocates the estimated stand-alone selling price of the points earned to the loyalty program liability. The loyalty program liability is a deferral of revenue until redemption occurs. Upon redemption of loyalty program points for Group-owned products and services, the stand-alone selling price of each product or service is allocated to the respective revenue type. For redemptions of points with third parties, the redemption amount is deducted from the loyalty program liability and paid directly to the third party. Any discounts received by the Group from the third party in connection with this transaction are recorded to other revenue.

After allocation to the other revenue types for products and services provided to patrons as part of a wagering contract, the residual amount is recorded to casino revenue as soon as the wager is settled. As all wagers have similar characteristics, the Group accounts for its gaming contracts collectively on a portfolio basis versus an individual basis.

F-9

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES  (CONTINUED)

Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Convention revenues are recognized when the related service is rendered or the event is held. Deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria are met. Cancellation fees for hotel, meeting space and food and beverage services are recognized upon cancellation by the customer and are included in other revenues. Ferry and entertainment revenue recognition criteria are met at the completion of the ferry trip or event, respectively. Revenue from contracts with a combination of these services is allocated pro rata based on each service’s relative stand-alone selling price.

The standard changes the accounting for complimentary services (including rooms, food and beverage, and other services) provided to casino guests as incentives related to gaming play. Complimentary revenues were previously excluded from revenues in the accompanying consolidated income statement prepared in accordance with IFRS. The adoption of the new standard resulted in a decrease in casino revenue due to complimentary services provided and recognition of revenue in the resulting business category of the goods or services provided when the services are rendered. The cost of providing such complimentary services were regrouped in the respective business categories. Certain commission arrangements with third parties were reclassified out of operating expenses and netted with revenue.

Effect on the consolidated income statement for the six months ended June 30, 2017 is as follows:

	For the six months ended June 30, 2017 as previously stated			Effects of IFRS 15			Reclassification (Note)			For the six months ended June 30, 2017 as restated
	US$ in millions
Net revenues		3,698			(63	)		-			3,635
Gaming promoter/agency commissions		(68	)		65			3			-
Other expenses and losses		(434	)		(2	)		(3	)		(439	)

Note: Amount represented agency commissions. As the amount was immaterial, it was reclassified to “Other expenses and losses” for the purpose of presenting the consolidated income statement.

IFRS 9 Financial Instruments

The accounting standard replaces the provisions of IAS 39 “Financial Instruments: Recognition and Measurement” that relates to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting.

The adoption of IFRS 9 from January 1, 2018 resulted in changes in accounting policies and adjustments to the amounts recognized in the financial statements. In accordance with the transition provisions in IFRS 9 (7.2.15), comparative figures have not been restated.

Effect on the consolidated retained earnings as of January 1, 2018 is as follows:

		US$ in millions
	Note
Closing retained earnings as of December 31, 2017 - IAS 39			2,864
Decrease in carrying amount of bank loan measured at amortized cost	(i)		24
Opening retained earnings as of January 1, 2018 - IFRS 9			2,888

F-10

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES  (CONTINUED)

(i) Classification and measurement – borrowings

Following the adoption of IFRS 9, the Group is no longer able to defer the recognition of gain from the modification of debt, which did not result in a derecognition of the financial liability. Under the Group’s previous accounting policies, this gain would have been recognized over the remaining life of the borrowing by adjusting the effective interest rate, on the basis the terms and conditions of the credit facility remained largely unchanged. As a result, the carrying amount of the bank loan which is still recognized on the date of the adoption of IFRS 9 has been decreased by US$24 million and the opening retained earnings as of January 1, 2018 has been increased.

(ii) Impairment of financial asset

The Group’s financial assets consist of cash and cash equivalents, restricted cash and cash equivalents and trade and other receivables that are subsequently recognized at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses, using a lifetime expected loss allowance for all trade and other receivables. Cash and cash equivalents and restricted cash and cash equivalents are also subject to the impairment requirements of IFRS 9 and due to their nature the expected loss allowance is immaterial.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and days past due. The loss allowance for trade receivables applying lifetime expected credit loss as compared to the incurred loss model of IAS 39 did not result in a material difference and hence did not result in an adjustment of opening retained earnings as of January 1, 2018.

For the other new and amendments to IFRSs that are effective for the period, there are no material impact on the results of operations and financial position of the Group.

The preparation of condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. In preparing these condensed consolidated financial statements, the significant judgments made by management in the process of applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that were applied to the consolidated financial statements for the year ended December 31, 2017.

The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual financial statements for the year ended December 31, 2017. There have been no significant changes in any risk management policies since the year ended December 31, 2017.

F-11

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

4. NET REVENUES

The Group generates revenues at its properties by providing the following types of products and services: casino, rooms, mall, food and beverage and convention, ferry, retail and other. Revenue disaggregated by type of revenue and property is as follows:

	Casino		Rooms		Mall(ii)			Food and beverage		Convention, ferry, retail and other			Net revenues
	US$ in millions
	(Unaudited)
For the six months ended June 30, 2018
The Venetian Macao		1,393		109		109			41		46			1,698
Sands Cotai Central		804		160		29			52		13			1,058
The Parisian Macao		599		61		30			31		9			730
The Plaza Macao		278		19		64			15		1			377
Sands Macao		308		8		2			13		2			333
Ferry and other operations		-		-		-			-		77			77
Inter-segment revenues(i)		-		-		(1	)		-		(7	)		(8	)
		3,382		357		233			152		141			4,265
For the six months ended June 30, 2017
The Venetian Macao		1,134		82		106			34		44			1,400
Sands Cotai Central		675		129		33			48		13			898
The Parisian Macao		528		60		34			31		10			663
The Plaza Macao		180		16		63			13		1			273
Sands Macao		308		10		-			13		3			334
Ferry and other operations		-		-		-			-		75			75
Inter-segment revenues(i)		-		-		(1	)		-		(7	)		(8	)
		2,825		297		235			139		139			3,635

Note: Prior period amounts have been adjusted to conform to the current period presentation

(i) Inter-segment revenues are charged at prevailing market rates.

(ii) Of this amount, US$198 million and US$35 million (six months ended June 30, 2017: US$197 million and US$38 million) are related to income from right of use and management fee and other, respectively. Income from right of use is recognized in accordance with IAS 17 Leases.

Contract and Contract Related Liabilities

The Group provides numerous products and services to its customers. There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations. The Group has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability, and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

The outstanding chip liability represents the collective amounts owed to junket operators and patrons in exchange for gaming chips in their possession. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. The loyalty program liability represents a deferral of revenue until patron redemption of points earned. The loyalty program points are expected to be redeemed and recognized as revenue within

F-12

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

4. NET REVENUES  (CONTINUED)

one year of being earned. Customer deposits and other deferred revenue represent cash deposits made by customers for future services provided by the Group. With the exception of mall deposits, which are tied to the terms of the lease and typically extend beyond a year, the majority of these customer deposits and other deferred revenue are expected to be recognized as revenue or refunded to the customer within one year of the date the deposit was recorded.

The following table summarizes the liability activity related to contracts with customers:

	Outstanding chip liability				Loyalty program liability					Customer deposits and other deferred revenue(i)
	2018		2017		2018		2017			2018		2017
	US$ in millions
	(Unaudited)
Balance at January 1		418		483		30		45			424		343
Balance at June 30		647		522		33		32			440		387
Increase (decrease)		229		39		3		(13	)		16		44

(i) Of this amount, US$126 million, US$121 million, US$113 million and US$109 million as of June 30, 2018, January 1, 2018, June 30, 2017 and January 1, 2017, respectively, relates to mall deposits that are accounted for based on lease terms usually greater than one year.

5. SEGMENT INFORMATION

Management has determined the operating segments based on the reports reviewed by a group of senior management which is the chief operating decision-maker of the Group that makes strategic decisions. The Group considers the business from a property and service perspective.

The Group’s principal operating and developmental activities occur in Macao, which is the sole geographic area in which the Group is domiciled. The Group reviews the results of operations for each of its key operating segments, which are also the reportable segments: The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao, Sands Macao and ferry and other operations. The Group’s primary projects under development include the renovation, expansion and rebranding of Sands Cotai Central and the additional rooms in the tower adjacent to the Four Seasons Hotel Macao.

Revenue is comprised of revenue from the sale of goods and services in the ordinary course of the Group’s activities. The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Sands Macao derive their revenue primarily from casino, hotel, mall, food and beverage, convention, retail and other sources. Ferry and other operations mainly derive their revenue from the sale of ferry tickets for transportation between Hong Kong and Macao.

F-13

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

The Group’s segment information is as follows:

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Net revenues
The Venetian Macao		1,698			1,400
Sands Cotai Central		1,058			898
The Parisian Macao		730			663
The Plaza Macao		377			273
Sands Macao		333			334
Ferry and other operations		77			75
Inter-segment revenues(i)		(8	)		(8	)
		4,265			3,635

Note: Prior period amounts have been adjusted to conform to the current period presentation

(i) Inter-segment revenues are charged at prevailing market rates.

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Adjusted property EBITDA (Unaudited)(i)
The Venetian Macao		679			547
Sands Cotai Central		377			276
The Parisian Macao		230			188
The Plaza Macao		145			111
Sands Macao		99			93
Ferry and other operations		9			12
Total adjusted property EBITDA		1,539			1,227
Share-based compensation, net of amount capitalized(ii)		(8	)		(7	)
Corporate expense		(62	)		(57	)
Pre-opening expense		(3	)		(6	)
Depreciation and amortization		(308	)		(385	)
Net foreign exchange losses		(4	)		(7	)
Loss on disposal of property and equipment, investment properties and intangible assets		(93	)		(5	)
Operating profit		1,061			760
Interest income		3			3
Interest expense, net of amounts capitalized		(88	)		(73	)
Profit before income tax		976			690
Income tax benefit/(expense)		3			(12	)
Profit for the period attributable to equity holders of the Company		979			678

(i) Adjusted property EBITDA, which is a non-IFRS financial measure, is profit attributable to equity holders of the Company before share-based compensation, corporate expense, pre-opening expense, depreciation and amortization, net foreign exchange gains/(losses),

F-14

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

impairment loss, gain/(loss) on disposal of property and equipment, investment properties and intangible assets, interest, gain/(loss) on modification or early retirement of debt and income tax benefit/(expense). Management utilizes adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Gaming companies have historically reported adjusted property EBITDA as a supplemental performance measure to IFRS financial measures. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including the Group, have historically excluded certain expenses that do not relate to the management of specific casino properties, such as pre-opening expense and corporate expense, from their adjusted property EBITDA calculations. Adjusted property EBITDA should not be interpreted as an alternative to profit or operating profit (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with IFRS. The Group has significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, adjusted property EBITDA as presented by the Group may not be directly comparable to similarly titled measures presented by other companies.

(ii) Amounts include no share-based compensation during the six months ended June 30, 2018 (six months ended June 30, 2017: US$1 million and nil) related to corporate expense and pre-opening expense, respectively.

	Six months ended June 30,
	2018		2017
	US$ in millions
	(Unaudited)
Depreciation and amortization
The Venetian Macao		71		85
Sands Cotai Central		117		139
The Parisian Macao		84		114
The Plaza Macao		16		20
Sands Macao		12		19
Ferry and other operations		8		8
		308		385

Depreciation and amortization expenses were US$308 million for the six months ended June 30, 2018, a decrease of 20.0%, compared to US$385 million for the six months ended June 30, 2017. During the year ended December 31, 2017, the Group completed an evaluation of the estimated useful lives of its property and equipment and investment properties and determined that changes to the useful lives of certain assets were appropriate. The impact of this change for the six months ended June 30, 2018 was a decrease in depreciation expense of US$82 million.

	Six months ended June 30,
	2018		2017
	US$ in millions
	(Unaudited)
Capital expenditures
The Venetian Macao		69		60
Sands Cotai Central		53		33
The Parisian Macao		68		111
The Plaza Macao		22		13
Sands Macao		7		3
Ferry and other operations		-		3
		219		223

F-15

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

	June 30,		December 31,
	2018		2017
	US$ in millions
	(Unaudited)		(Audited)
Total assets
The Venetian Macao		2,524		2,669
Sands Cotai Central		3,860		3,972
The Parisian Macao		2,494		2,531
The Plaza Macao		886		959
Sands Macao		285		288
Ferry and other operations		296		228
		10,345		10,647

Almost all of the non-current assets of the Group are located in Macao.

6. OTHER EXPENSES AND LOSSES

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Utilities and operating supplies		98			98
Contract labor and services		75			68
Royalty fees		56			51
Advertising and promotions		54			54
Repairs and maintenance		45			39
Management fees		23			19
Operating lease payments		8			15
Loss on disposal of property and equipment, investment properties and intangible assets		93			5
Net foreign exchange losses		4			7
Auditor’s remuneration		1			1
Recovery of doubtful accounts, net		(3	)		(1	)
Other support services		48			56
Other operating expenses		35			27
		537			439

Note: Prior period amounts have been adjusted to conform to the current period presentation.

Loss on disposal of property and equipment, investment properties and intangible assets was US$93 million for the six months ended June 30, 2018, compared with a loss of US$5 million for the six months ended June 30, 2017. The increase was primarily due to a US$92 million write-off of costs related to the tower adjacent to the Four Seasons Hotel Macao.

F-16

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

7. INTEREST EXPENSE, NET OF AMOUNTS CAPITALIZED

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Bank borrowings		66			55
Amortization of deferred financing costs		14			11
Finance lease liabilities		4			3
Standby fee and other financing costs		5			5
		89			74
Less: interest capitalized		(1	)		(1	)
Interest expense, net of amounts capitalized		88			73

8. INCOME TAX (BENEFIT)/EXPENSE

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Current income tax
Lump sum in lieu of Macao complementary tax on dividends		2			3
Deferred income tax		(5	)		9
Income tax (benefit)/expense		(3	)		12

The Company’s subsidiaries that carry on business in Hong Kong are subject to the Hong Kong profits tax at 16.5% for the six months ended June 30, 2018 (six months ended June 30, 2017: same). Taxation for overseas jurisdictions is charged at the appropriate prevailing rates ruling in the respective jurisdictions. The maximum rate is 12% for Macao (six months ended June 30, 2017: same) and 25% for China (six months ended June 30, 2017: same).

Pursuant to the Despatch No. 320/2013 issued by the Chief Executive of Macao on October 3, 2013, Venetian Macau Limited (“VML”) was granted an extension of the tax exemption regarding Macao complementary tax on its gaming activities for an additional five years, effective from the tax year 2014 to the tax year 2018. In December 2017, VML requested an extension of the tax exemption for either an additional 5-year period or through June 26, 2022, the date VML’s subconcession agreement expires. There is no assurance that VML will receive an extension. Regarding the other subsidiaries, during the six months ended June 30, 2018, Macao complementary tax is calculated progressively at a maximum of 12% of the estimated assessable profit (six months ended June 30, 2017: same).

VML entered into a Shareholder Dividend Tax Agreement with the Macao Government. The agreement provides for an annual payment in lieu of Macao complementary tax otherwise due by VML’s shareholders on dividend distributions to them from gaming profits, effective through the end of 2013. In May 2014, VML entered into another Shareholder Dividend Tax Agreement with the Macao Government for an extension of the agreement through 2018 to correspond to the Macao complementary tax exemption on its gaming activities. VML intends to request an additional agreement with the Macao Government to correspond to the extension of the tax exemption regarding Macao complementary tax on its gaming activities if the extension of the tax exemption is granted; however, there is no certainty that the agreement will be granted.

F-17

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

9. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the six months ended June 30, 2018, the Company had outstanding share options that will potentially dilute the ordinary shares. For the six months ended June 30, 2017, the Company had outstanding share options and restricted share units that would potentially dilute the ordinary shares.

The calculation of basic and diluted earnings per share is based on the following:

	Six months ended June 30,
	2018		2017
	(Unaudited)
Profit attributable to equity holders of the
Company (US$ in millions)		979		678
Weighted average number of shares for basic
earnings per share (thousand shares)		8,077,408		8,072,069
Adjustments for share options and restricted
share units (thousand shares)		10,429		4,466
Weighted average number of shares for diluted
earnings per share (thousand shares)		8,087,837		8,076,535
Earnings per share, basic		US12.11 cents		US8.39 cents
Earnings per share, basic(i)		HK95.04 cents		HK65.49 cents
Earnings per share, diluted		US12.10 cents		US8.39 cents
Earnings per share, diluted(i)		HK94.96 cents		HK65.49 cents

(i) The translation of US$ amounts into HK$ amounts has been made at the rate of US$1.00 to HK$7.8479 (six months ended June 30, 2017: US$1.00 to HK$7.8057).

F-18

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

10. DIVIDENDS

	Six months ended June 30,
	2018		2017
	US$ in millions
	(Unaudited)
2017 interim dividend of HK$0.99 (equivalent
to US$0.127) per ordinary share declared on
January 19, 2018 and paid		1,023		-
2017 final dividend of HK$1.00 (equivalent to
US$0.127) per ordinary share declared on
May 25, 2018 and paid		1,030		-
2016 interim dividend of HK$0.99 (equivalent
to US$0.128) per ordinary share declared on
January 20, 2017 and paid		-		1,030
2016 final dividend of HK$1.00 (equivalent to
US$0.129) per ordinary share declared on
May 26, 2017 and paid		-		1,039
		2,053		2,069

On January 19, 2018, the Board declared an interim dividend of HK$0.99 (equivalent to US$0.127) per share. The interim dividend, amounting in aggregate to HK$7.99 billion (equivalent to US$1.02 billion), was paid on February 23, 2018.

On May 25, 2018, the Shareholders approved a final dividend of HK$1.00 (equivalent to US$0.127) per share for the year ended December 31, 2017 to Shareholders whose names appeared on the register of members of the Company on June 4, 2018. The final dividend, amounting in aggregate to HK$8.08 billion (equivalent to US$1.03 billion), was paid on June 22, 2018.

The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2018.

11. PROPERTY AND EQUIPMENT, NET

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Balance, beginning of period		7,687			8,111
Additions		210			109
Adjustments to project costs		(4	)		(4	)
Disposals		(1	)		(5	)
Transfer from investment properties		609			-
Depreciation		(282	)		(356	)
Exchange difference		(29	)		(46	)
Balance, end of period		8,190			7,809

F-19

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

11. PROPERTY AND EQUIPMENT, NET  (CONTINUED)

Pursuant to IAS 40 Investment Property, an entity shall transfer a property to/or from investment property when and only when there is a change in use. Subsequent to the Board’s approval in October 2017 to introduce approximately 370 new suites in Sands Cotai Central and approximately 280 new suites in The Plaza Macao, observable actions have taken place to support management’s intention to convert part of the St. Regis Macao Tower (formerly the St. Regis-serviced and -branded apart-hotel) and the tower adjacent to the Four Seasons Hotel Macao (formerly Four Seasons apart-hotel tower) to owner-occupied assets. As a result, during the six months ended June 30, 2018, the assets pertaining to part of the St. Regis Macao Tower and the tower adjacent to the Four Seasons Hotel Macao with an aggregate carrying amount of US$609 million were transferred from investment properties to property and equipment.

12. TRADE RECEIVABLES

The aging analysis of trade receivables, net of provision for doubtful accounts, is as follows:

	June 30, 2018		December 31, 2017
	US$ in millions
	(Unaudited)		(Audited)
0 - 30 days		161		171
31 - 60 days		23		32
61 - 90 days		27		21
Over 90 days		42		13
		253		237

Trade receivables mainly consist of casino receivables. The Group extends credit to approved casino customers following background checks and investigations of creditworthiness. Credit is granted to certain gaming promoters on a revolving basis. All gaming promoter credit lines are generally subject to monthly review and regular settlement procedures to evaluate the current status of liquidity and financial health of these gaming promoters. Credit is granted based on the performance and financial background of the gaming promoter and, if applicable, the gaming promoter’s guarantor. The receivables from gaming promoters can be offset against the commissions payable and front money deposits made by the gaming promoters. Absent special approval, the credit period granted to selected premium and mass market players is typically 7–15 days, while for gaming promoters, the receivables are typically repayable within one month following the granting of the credit, subject to terms of the relevant credit agreement. The Group generally does not charge interest for credit granted, but requires a personal check or other acceptable forms of security.

As at June 30, 2018, included in trade receivables after provision for doubtful accounts are casino receivables of US$196 million (as at December 31, 2017: US$150 million). There is a concentration of credit risk related to net casino receivables as 37.9% (as at December 31, 2017: 45.2%) of the casino receivables as at June 30, 2018 were from the top five customers. Other than casino receivables, there is no other concentration of credit risk with respect to trade receivables as the Group has a large number of customers. The Group believes the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes no significant credit risk is inherent in the Group’s trade receivables not provided for as at June 30, 2018 and December 31, 2017.

The Group maintains an allowance for doubtful casino, mall and hotel receivables and regularly evaluates the balances. Since January 1, 2018, the Group applies the IFRS 9 simplified approach to measure expected credit losses which uses

F-20

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

12. TRADE RECEIVABLES  (CONTINUED)

a lifetime expected loss allowance for all trade receivables. The Group specifically analyzes 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 Group makes an allowance for trade receivables specifically identified as doubtful. The Group also monitors regional and global economic conditions and forecasts and considers forward-looking information in its evaluation of the adequacy of the recorded allowances.

13. SHARE CAPITAL

	Ordinary shares of US$0.01 each		US$ in millions
Issued and fully paid:
At January 1, 2017 (audited)		8,071,130,245		81
Shares issued upon exercise of share options		1,731,946		-
At June 30, 2017 (unaudited)		8,072,862,191		81
At January 1, 2018 (audited)		8,074,417,766		81
Shares issued upon exercise of share options		5,928,725		-
At June 30, 2018 (unaudited)		8,080,346,491		81

14. TRADE AND OTHER PAYABLES

				June 30, 2018			December 31, 2017
	Note			US$ in millions
				(Unaudited)			(Audited)
Trade payables					37			40
Outstanding chips liability		4			647			418
Customer deposits and other deferred revenue		4			440			424
Other tax payables					271			286
Accrued employee benefit expenses					136			137
Construction payables and accruals					159			111
Casino liabilities					59			50
Loyalty program liability		4			33			30
Interest payables					9			5
Payables to related companies - non-trade		17	(b)		11			5
Other payables and accruals					117			123
					1,919			1,629
Less: non-current portion					(104	)		(92	)
Current portion					1,815			1,537

Note: Prior period amounts have been adjusted to conform to the current period presentation.

F-21

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

14. TRADE AND OTHER PAYABLES  (CONTINUED)

The aging analysis of trade payables is as follows:

	June 30, 2018		December 31, 2017
	US$ in millions
	(Unaudited)		(Audited)
0-30 days		33		29
31-60 days		2		5
61-90 days		1		3
Over 90 days		1		3
		37		40

15. BORROWINGS

	June 30, 2018			December 31, 2017
	US$ in millions
	(Unaudited)			(Audited)
Non-current portion
Bank loans, secured		4,741			4,301
Finance lease liabilities on leasehold interests in land, secured		122			127
Other finance lease liabilities, secured		3			3
		4,866			4,431
Less: deferred financing costs		(84	)		(73	)
		4,782			4,358
Current portion
Bank loans, secured		73			47
Finance lease liabilities on leasehold interests in land, secured		8			5
Other finance lease liabilities, secured		2			2
		83			54
Total borrowings		4,865			4,412

The Group’s borrowings are denominated in the following currencies:

	June 30, 2018		December 31, 2017
	US$ in millions
	(Unaudited)		(Audited)
HK$		2,057		1,944
US$		1,902		1,696
MOP		906		772
		4,865		4,412

F-22

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

15. BORROWINGS  (CONTINUED)

The estimated fair value of the Group’s bank loans as at June 30, 2018 was approximately US$4.75 billion (as at December 31, 2017: US$4.30 billion). The maturities of bank loans are as follows:

	June 30,		December 31,
	2018		2017
	US$ in millions
	(Unaudited)		(Audited)
Repayable within 1 year		73		47
Repayable over 1 year but not exceeding 2 years		857		110
Repayable over 2 years but not exceeding 5 years		3,884		4,191
		4,814		4,348

The movements of bank loans are analyzed as follows:

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Balance, beginning of period		4,348			4,388
Proceeds from bank loans		746			650
Repayments of bank loans		(269	)		(107	)
Exchange difference		(11	)		(18	)
Balance, end of period		4,814			4,913

During the six months ended June 30, 2018, the Group had net borrowings of US$497 million under the 2016 VML Revolving Facility. As at June 30, 2018, the Group had US$1.49 billion of available borrowing capacity under the 2016 VML Revolving Facility.

The movements of finance lease liabilities on leasehold interests in land are analyzed as follows:

	Six months ended June 30,
	2018			2017
	US$ in millions
	(Unaudited)
Balance, beginning of period		132			72
Additions		11			-
True-up adjustment		-			(1	)
Repayments		(13	)		(3	)
Balance, end of period		130			68

F-23

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

16. OPERATING LEASE ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES

(a) Operating lease arrangements

(i) The Group as the lessee

The Group had future aggregate minimum lease payments under non-cancelable operating leases for property and equipment as follows:

	June 30, 2018		December 31, 2017
	US$ in millions
	(Unaudited)		(Audited)
No later than 1 year		4		4
Later than 1 year and no later than 5 years		2		2
		6		6

(ii) The Group as the lessor/grantor of the right of use

The future aggregate minimum lease/base fee receivables under non-cancelable agreements are as follows:

	June 30, 2018		December 31, 2017
	US$ in millions
	(Unaudited)		(Audited)
No later than 1 year		360		344
Later than 1 year and no later than 5 years		693		727
Later than 5 years		60		52
		1,113		1,123

(b) Capital commitments

Property and equipment commitments not provided for are as follows:

	June 30, 2018		December 31, 2017
	US$ in millions
	(Unaudited)		(Audited)
Contracted but not provided for		200		201

(c) Litigation

The Group has contingent liabilities arising in the ordinary course of business. Management has made 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 the Group’s financial condition, results of operations or cash flows.

F-24

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

17. RELATED PARTY TRANSACTIONS

Save as disclosed elsewhere in the condensed consolidated financial statements, the Group had the following significant transactions with related parties during the period:

(a) Transactions during the period

(i) Management fee income

	Six months ended June 30,
	2018		2017
	US$ in millions
	(Unaudited)
LVS		-		1
Intermediate holding companies		-		1
Fellow subsidiaries		2		1
		2		3

Management services are provided by the Group to LVS Group companies. These services include, but are not limited to, accounting services, information technology support, sourcing of goods and services, and design, development and construction consultancy services. Management fees are charged at actual cost incurred or on a cost-plus basis.

(ii) Management fee expense

	Six months ended June 30,
	2018		2017
	US$ in millions
	(Unaudited)
LVS		8		6
Fellow subsidiaries		3		3
		11		9

Management services are provided by LVS Group companies. These services include, but are not limited to, human resources support, accounting services, sourcing of goods and services, sourcing of tenants for the malls, transportation services, other various types of marketing and promotion activities for the Group, and design, development and construction consultancy services. Management fees are charged at actual cost incurred or on a cost-plus basis.

(iii) Key management personnel remuneration

During the six months ended June 30, 2018, the aggregate amount of emoluments paid or payable by the Group to the Directors, the key management personnel of the Company, was US$3 million (six months ended June 30, 2017: US$3 million). In addition, two Directors in both periods presented received emoluments (inclusive of share-based compensation) from LVS for their services to the Group. The aggregate amount was US$3 million (six months ended June 30, 2017: US$2 million), of which US$2 million (six months ended June 30, 2017: US$2 million) was charged to the Group in respect of the management and administrative services provided by LVS to the Group for the six months ended June 30, 2018.

F-25

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

17. RELATED PARTY TRANSACTIONS  (CONTINUED)

(a) Transactions during the period  (continued)

(iii) Key management personnel remuneration  (continued)

Save as disclosed above, no transactions have been entered into with the Directors of the Company during the six months ended June 30, 2018.

(iv) Royalty fees

There has been no change in the terms of the royalty agreement that was entered into with Las Vegas Sands, LLC in November 2009 since the last annual report. After the commencement of the operation of Sands Cotai Central and The Parisian Macao in April 2012 and September 2016, respectively, the Group is required to pay royalty fees in connection with these properties. During the six months ended June 30, 2018, the Group incurred US$53 million (six months ended June 30, 2017: US$48 million) of royalty fees under this agreement.

(v) Share-based compensation

The Group participates in the share-based compensation plan of LVS (Notes 18(c) and (d)).

(b) Period-end balances between the Group and related companies

			June 30,		December 31,
			2018		2017
			US$ in millions
	Note		(Unaudited)		(Audited)
Payables to related companies:
LVS				3		2
Intermediate holding company				8		3
		14		11		5

The credit period on the payables to related companies is 45 days. The payables are unsecured and interest-free.

F-26

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

18. SHARE-BASED COMPENSATION

(a) Share options of the Company

Movements in the number of share options outstanding and their related weighted average exercise prices attributable to the employees of the Group as grantees of the Equity Award Plan operated by the Company are as follows:

	Six months ended June 30,
	2018					2017
	Number of options ’000			Weighted average exercise price US$		Number of options ’000			Weighted average exercise price US$
	(Unaudited)
Outstanding at January 1		48,252			4.39		38,185			4.48
Granted		17,007			5.76		16,475			4.20
Exercised		(5,929	)		3.77		(1,732	)		3.58
Forfeited		(1,807	)		4.88		(2,522	)		5.17
Outstanding at June 30		57,523			4.84		50,406			4.38
Exercisable at June 30		17,680			5.09		15,532			4.97

(b) Restricted share units of the Company

The grant date fair value of restricted share units is the share price of the ordinary shares of the Company at the respective grant date. The number of unvested equity-settled restricted share units represents the number of ordinary shares of the Company to be given to the employees upon vesting.

Summaries of the unvested restricted share units under the Company’s Equity Award Plan are presented below:

	Six months ended June 30,
	2018		2017
	Number of restricted share units ’000	Weighted average grant date fair value US$	Number of restricted share units ’000		Weighted average grant date fair value US$
	(Unaudited)
Equity-settled
Unvested at January 1	-	-		852		7.51
Grant	-	-		-		-
Modified to cash-settled	-	-		-		-
Unvested at June 30	-	-		852		7.51

F-27

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

18. SHARE-BASED COMPENSATION  (CONTINUED)

(b) Restricted share units of the Company  (continued)

	Six months ended June 30,
	2018					2017
	Number of restricted share units ’000			Weighted average grant date fair value US$		Number of restricted share units ’000		Weighted average grant date fair value US$
	(Unaudited)
Cash-settled
Unvested at January 1		852			7.51		236		7.13
Modified from equity-settled		-			-		-		-
Vested		(852	)		7.51		-		-
Unvested at June 30		-			-		236		7.13

The fair value of the cash-settled liability awards is remeasured each reporting period until the vesting dates. Upon settlement, the Group will pay the grantees an amount in cash calculated based on the higher of (i) the closing price of the Company’s shares on the vesting date, and (ii) the average closing price of the Company’s shares for the five trading days immediately preceding the vesting date. If the vesting date is not a trading day, the trading day immediately preceding the vesting date shall be considered as the vesting date. All cash-settled restricted share units have been vested during the six months ended June 30, 2018. During the six months ended June 30, 2018, the Company paid US$5 million (six months ended June 30, 2017: US$2 million) to settle vested restricted share units that were previously classified as equity awards. As at December 31, 2017, the accrued liability associated with these cash-settled restricted share units was US$4 million. For the six months ended June 30, 2018, no fair value gain or loss (2017: nil) on remeasurement of the liability was recognized in the consolidated financial statements.

F-28

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

18. SHARE-BASED COMPENSATION  (CONTINUED)

(c) Share options of LVS

Movements in the number of share options outstanding and their related weighted average exercise prices attributable to the employees of the Group as grantees of the 2004 Plan operated by LVS are as follows:

	Six months ended June 30,
	2018					2017
	Number of options ’000			Weighted average exercise price US$		Number of options ’000			Weighted average exercise price US$
	(Unaudited)
Outstanding at January 1		198			72.83		357			71.20
Granted		23			77.44		-			-
Exercised		(62	)		66.18		(8	)		23.32
Expired		(102	)		80.08		(121	)		73.93
Outstanding at June 30		57			69.00		228			71.37
Exercisable at June 30		-			-		206			72.33

(d) Restricted shares and units of LVS

Movements in the number of unvested restricted shares and units and the respective weighted average grant date fair value attributable to the employees of the Group as grantees of the restricted shares and units granted by LVS are as follows:

	Six months ended June 30,
	2018		2017
	Number of restricted shares and units ’000	Weighted average grant date fair value US$	Number of restricted shares and units ’000		Weighted average grant date fair value US$
	(Unaudited)
Unvested at January 1	-	-		35		64.78
Granted	-	-		-		-
Vested	-	-		-		-
Unvested at June 30	-	-		35		64.78

F-29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Sands China Ltd.,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sands China Ltd. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated income statements, the consolidated statements of comprehensive income, the consolidated statements of changes in equity, and the consolidated statement of cash flows for each of the three years ended December 31, 2017, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years ended December 31, 2017, in conformity with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board.

As described in Note 2 to the financial statements, the accompanying financial statements for the three years in the period ended December 31, 2017 have been restated to reflect the adoption of IFRS 15 “Revenue from Contracts with Customers”.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

October 19, 2018

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

F-30

CONSOLIDATED INCOME STATEMENTS

		Year ended December 31,
		2015			2016			2017
	Note	US$ in millions, except per share data
Net revenues	4		6,683			6,543			7,586
Gaming tax			(2,642	)		(2,527	)		(2,925	)
Employee benefit expenses	6		(1,084	)		(1,121	)		(1,193	)
Depreciation and amortization			(535	)		(611	)		(676	)
Inventories consumed			(81	)		(83	)		(98	)
Other expenses and losses	7		(822	)		(849	)		(921	)
Operating profit			1,519			1,352			1,773
Interest income			11			3			5
Interest expense, net of amounts capitalized	8		(60	)		(86	)		(153	)
Loss on modification or early retirement of debt	24		-			(1	)		-
Profit before income tax			1,470			1,268			1,625
Income tax expense	9		(11	)		(44	)		(22	)
Profit for the year attributable to equity holders of the Company			1,459			1,224			1,603
Earnings per share for profit attributable to equity holders of the Company
- Basic	10		US18.09 cents			US15.17 cents			US19.86 cents
- Diluted	10		US18.08 cents			US15.17 cents			US19.85 cents

Note: Amounts have been adjusted to reflect the implementation of IFRS 15 as discussed in Note 2.

F-31

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year ended December 31,
	2015		2016			2017
	US$ in millions
Profit for the year attributable to equity holders of the Company		1,459		1,224			1,603
Other comprehensive income/(loss), net of tax
Item that will not be reclassified subsequently to profit or loss:
Currency translation differences		4		(3	)		(22	)
Total comprehensive income for the year attributable to equity holders of the Company		1,463		1,221			1,581

F-32

CONSOLIDATED BALANCE SHEETS

			December 31,
			2016		2017
	Note		US$ in millions
ASSETS
Non-current assets
Investment properties, net		12		1,322		1,311
Property and equipment, net		13		8,111		7,687
Intangible assets, net		15		35		34
Other assets, net				36		34
Trade and other receivables and prepayments, net		17		19		23
Total non-current assets				9,523		9,089
Current assets
Inventories		19		14		15
Trade and other receivables and prepayments, net		17		352		293
Restricted cash and cash equivalents		18		10		11
Cash and cash equivalents		20		1,284		1,239
Total current assets				1,660		1,558
Total assets				11,183		10,647

F-33

CONSOLIDATED BALANCE SHEETS

			December 31,
			2016		2017
	Note		US$ in millions
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital		21		81		81
Reserves		22		4,926		4,457
Total equity				5,007		4,538
LIABILITIES
Non-current liabilities
Trade and other payables		23		127		92
Borrowings		24		4,348		4,358
Deferred income tax liabilities		16		47		62
Total non-current liabilities				4,522		4,512
Current liabilities
Trade and other payables		23		1,622		1,537
Current income tax liabilities				6		6
Borrowings		24		26		54
Total current liabilities				1,654		1,597
Total liabilities				6,176		6,109
Total equity and liabilities				11,183		10,647
Net current assets/(liabilities)				6		(39	)
Total assets less current liabilities				9,529		9,050

F-34

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital		Capital reserve (Note 22(i))		Share premium		Statutory reserve (Note 22(ii))		Share-based compensation reserves			Currency translation reserve			Retained earnings			Total
	US$ in millions
Balance at January 1, 2015		81		87		1,397		6		71			5			4,782			6,429
Profit for the year		-		-		-		-		-			-			1,459			1,459
Other comprehensive income for the year, net of tax		-		-		-		-		-			4			-			4
Total comprehensive income		-		-		-		-		-			4			1,459			1,463
Exercise of share options		-		-		4		-		-			-			-			4
Conversion of equity awards to liability awards		-		-		-		-		(6	)		-			-			(6	)
Transfer to share premium upon exercise of share options		-		-		2		-		(2	)		-			-			-
Forfeiture of share options		-		-		-		-		(1	)		-			1			-
Share-based compensation of the Company		-		-		-		-		19			-			-			19
Share-based compensation charged by LVS		-		-		-		-		1			-			-			1
Dividends to equity holders of the Company		-		-		-		-		-			-			(2,071	)		(2,071	)
Balance at December 31, 2015		81		87		1,403		6		82			9			4,171			5,839
Profit for the year		-		-		-		-		-			-			1,224			1,224
Other comprehensive loss for the year, net of tax		-		-		-		-		-			(3	)		-			(3	)
Total comprehensive income		-		-		-		-		-			(3	)		1,224			1,221
Exercise of share options		-		-		5		-		-			-			-			5
Conversion of equity awards to liability awards		-		-		-		-		(2	)		-			-			(2	)
Transfer to share premium upon exercise of share options		-		-		3		-		(3	)		-			-			-
Forfeiture of share options		-		-		-		-		(3	)		-			3			-
Share-based compensation of the Company		-		-		-		-		14			-			-			14
Share-based compensation charged by LVS		-		-		-		-		1			-			-			1
Dividends to equity holders of the Company (Note 11)		-		-		-		-		-			-			(2,071	)		(2,071	)
Balance at December 31, 2016		81		87		1,411		6		89			6			3,327			5,007
Profit for the year		-		-		-		-		-			-			1,603			1,603
Other comprehensive loss for the year, net of tax		-		-		-		-		-			(22	)		-			(22	)
Total comprehensive income		-		-		-		-		-			(22	)		1,603			1,581
Exercise of share options		-		-		12		-		-			-			-			12
Conversion of equity awards to liability awards		-		-		-		-		(5	)		-			-			(5	)
Transfer to share premium upon exercise of share options		-		-		5		-		(5	)		-			-			-
Forfeiture of share options		-		-		-		-		(3	)		-			3			-
Share-based compensation of the Company		-		-		-		-		12			-			-			12
Dividends to equity holders of the Company (Note 11)		-		-		-		-		-			-			(2,069	)		(2,069	)
Balance at December 31, 2017		81		87		1,428		6		88			(16	)		2,864			4,538

F-35

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year ended December 31,
			2015			2016			2017
	Note		US$ in millions
Cash flows from operating activities
Cash generated from operations		26		1,973			2,352			2,632
Income tax paid				(6	)		(6	)		(6	)
Net cash generated from operating activities				1,967			2,346			2,626
Cash flows from investing activities
Increase in restricted cash and cash equivalents				(2	)		(2	)		(1	)
Purchases of property and equipment				(1,109	)		(1,033	)		(423	)
Addition to investment properties				(142	)		(100	)		(45	)
Purchases of intangible assets				(14	)		(18	)		(9	)
Proceeds from disposal of property and equipment, investment properties and intangible assets				1			1			13
Interest received				14			3			4
Net cash used in investing activities				(1,252	)		(1,149	)		(461	)
Cash flows from financing activities
Proceeds from exercise of share options				4			5			12
Proceeds from bank loans		24		999			2,000			650
Repayments of bank loans		24		(820	)		(1,000	)		(669	)
Dividends paid		24		(2,071	)		(2,070	)		(2,067	)
Repayments of finance lease liabilities		24		(5	)		(4	)		(5	)
Payments for deferred financing costs		24		(12	)		(32	)		-
Interest paid		24		(63	)		(94	)		(128	)
Net cash used in financing activities				(1,968	)		(1,195	)		(2,207	)
Net (decrease)/increase in cash and cash equivalents				(1,253	)		2			(42	)
Cash and cash equivalents at beginning of year				2,535			1,283			1,284
Effect of exchange rate on cash and cash equivalents				1			(1	)		(3	)
Cash and cash equivalents at end of year		20		1,283			1,284			1,239
Non-cash investing and financing activities
Capitalized share-based compensation				-			1			-
Property and equipment acquired under finance lease				1			6			15
Conversion of equity awards to liability awards				6			2			5

F-36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Principal activities

The Group is principally engaged in the operation of casino games of chance or games of other forms and the development and operation of integrated resorts and other ancillary services in Macao. The Group’s immediate holding company is Venetian Venture Development Intermediate II. Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A., and indirectly holds 70.07% ownership interest in the Group as at December 31, 2017, is the Group’s ultimate holding company.

The Company was incorporated in the Cayman Islands on July 15, 2009 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of the Company’s registered office is Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The Company’s principal place of business is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

The Group owns and operates The Venetian Macao-Resort-Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Group’s master-planned development of integrated resort properties in Macao. Sands Cotai Central opened in phases, beginning in April 2012. The property currently features four hotel towers, consisting of hotel rooms and suites under the Conrad, Holiday Inn, Sheraton and St. Regis brands. In October 2017, the Company announced it will renovate, expand and rebrand Sands Cotai Central into a new destination integrated resort, The Londoner Macao, by adding extensive thematic elements both externally and internally. The Londoner Macao will feature new attractions and features from London, including some of London’s most recognizable landmarks, an expanded retail mall and approximately 370 additional luxury suites located within the hotel tower that includes the suites under the St. Regis brand. In September 2016, the Group opened The Parisian Macao, an integrated resort connected to The Venetian Macao and The Plaza Macao. The Group owns The Plaza Macao, which is located adjacent and connected to The Venetian Macao. The Plaza Macao is an integrated resort that includes the Four Seasons Hotel Macao, the Plaza Casino, Shoppes at Four Seasons and Paiza Mansions. Our plan is The Plaza Macao will also feature approximately additional 280 premium quality suites in a tower adjacent to the Four Seasons Hotel Macao. The Group also owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Group’s other ancillary services include ferry operations and other related operations.

The Company’s shares were listed on the Main Board of the Stock Exchange on November 30, 2009.

The consolidated financial statements are presented in millions of units of United States dollars (“US$ in millions”), unless otherwise stated.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with the following accounting policies which conform with International Financial Reporting Standards (“IFRS”). The preparation of the consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

F-37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(a) Basis of preparation  (continued)

The consolidated financial statements are prepared solely for inclusion in the offering memorandum of the Company in connection with the proposed offering of senior notes. As a result, the consolidated financial statements may not be suitable for another purpose. The consolidated financial statements have been prepared on the historical cost basis except for financial liabilities for cash-settled share-based payment transactions that are measured at fair value.

(b) Changes in accounting policies and disclosures

The Group has adopted the new or amendments to IFRSs that have been effective for the annual period beginning on January 1, 2017. Except for IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) which was adopted by the Group on a full retrospective basis, the adoption of the new or amendments to IFRSs and interpretations had no impact on the results of operations and financial position of the Group for the three years ended December 31, 2017.

The Group has adjusted its consolidated financial statements as of December 31, 2015, 2016 and 2017 and for each year in the three-year period ended December 31, 2017 to reflect the Group’s retrospective application of IFRS 15.

IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of IFRS 15 is an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See Note 4 for these disclosures.

The standard changes the accounting for complimentary services (including rooms, food and beverage, and other services) provided to casino guests as incentives related to gaming play. Complimentary revenues were previously excluded from revenues in the accompanying consolidated income statement prepared in accordance with IFRS. The adoption of the new standard resulted in a decrease in casino revenue due to complimentary services provided and recognition of revenue in the resulting business category of the goods or services provided when the services are rendered. The cost of providing such complimentary services were regrouped in the respective business categories. Certain commission arrangements with third parties were reclassified out of operating expenses and netted with revenue. The effect of adoption of this standard is set out below.

Effect on the consolidated income statement for the year ended December 31, 2015:

	For the year ended									For the year ended
	December 31, 2015			Effects of						December 31, 2015
	as previously stated			IFRS 15			Reclassification (Note)			as restated
	US$ in millions
Net revenues		6,820			(137	)		-			6,683
Gaming promoter/agency commissions		(154	)		148			6			-
Other expenses and losses		(805	)		(11	)		(6	)		(822	)

F-38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(b) Changes in accounting policies and disclosures  (continued)

Effect on the consolidated income statement for the year ended December 31, 2016:

	For the year ended									For the year ended
	December 31, 2016			Effects of						December 31, 2016
	as previously stated			IFRS 15			Reclassification (Note)			as restated
	US$ in millions
Net revenues		6,653			(110	)		-			6,543
Gaming promoter/agency commissions		(122	)		115			7			-
Other expenses and losses		(837	)		(5	)		(7	)		(849	)

Effect on the consolidated income statement for the year ended December 31, 2017:

	For the year ended									For the year ended
	December 31, 2017			Effects of						December 31, 2017
	as previously stated			IFRS 15			Reclassification (Note)			as restated
	US$ in millions
Net revenues		7,715			(129	)		-			7,586
Gaming promoter/agency commissions		(135	)		127			8			-
Other expenses and losses		(915	)		2			(8	)		(921	)

Note: Amount represented agency commissions. As the amount was immaterial, it was reclassified to “Other expenses and losses” for the purpose of presenting the consolidated income statement.

(c) Subsidiaries

Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

has power over the investee;

is exposed, or has rights, to variable returns from its involvement with the investee; and

has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries of the Group, except for those acquisitions that qualify as business combinations under common control, which are accounted for using merger accounting.

Intra-group transactions, balances and unrealized gains and losses on transactions between group companies are eliminated. Profit and losses resulting from inter-company transactions that are recognized in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

F-39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(c) Subsidiaries  (continued)

Consolidation  (continued)

The particulars of the Group’s principal subsidiaries as at December 31, 2015, 2016 and 2017 are set out in Note 32.

(d) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as a group of senior management that makes strategic decisions.

(e) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s companies are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is Macao patacas (“MOP”). The consolidated financial statements are presented in US$, which is the presentation currency of LVS.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated income statement.

(iii) Group companies

The results of operations and financial position of all the group companies (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rates on the dates of the transactions); and

All resulting exchange differences are recognized in other comprehensive income/(loss) (currency translation differences) and will not be reclassified subsequently to profit or loss.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings, are recognized in other comprehensive income/(loss). When a foreign operation is sold, such exchange differences are recognized in the consolidated income statement as part of the gain or loss on sale.

F-40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(e) Foreign currency translation  (continued)

(iii) Group companies  (continued)

On the disposal of a foreign operation (that is, a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the equity holders of the Company are reclassified to profit or loss.

In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are reattributed to non- controlling interests and are not recognized in profit or loss.

(f) Investment properties

Investment properties, principally comprising buildings and building improvements, are held for long-term rental yields or capital appreciation or both, and are not occupied by the Group. Investment properties that are currently being constructed or developed are classified as investment properties and stated at cost, less accumulated impairment losses, if any. Investment properties are initially measured at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses, if any. Investment properties are depreciated on a straight-line basis, at rates sufficient to write off their costs over their estimated useful lives of 3 to 50 years. The residual values and useful lives of investment properties are reviewed, and adjusted as appropriate at each balance sheet date. The effects of any revision are included in the consolidated income statement when the changes arise.

(g) Property and equipment

Leasehold interests in land classified as finance leases and all other property and equipment, except construction- in-progress, are stated at historical cost less accumulated depreciation and accumulated impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Leasehold interests in land classified as finance leases commence amortization from the time when the land interest becomes available for its intended use. Leasehold interests in land classified as finance leases are amortized and other property and equipment are depreciated on a straight-line basis, at rates sufficient to write off their costs over their estimated useful lives.

Property and equipment are depreciated as follows:

Leasehold interests in land classified as finance leases	Shorter of lease term or useful life
Leasehold improvements	Shorter of lease term or 3 years
Land improvements, buildings and building improvements	10–50 years
Ferries	20 years
Furniture, fittings and equipment	3–20 years
Vehicles	5–6 years

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the consolidated income statement during the financial period in which they are incurred.

F-41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(g) Property and equipment  (continued)

Construction-in-progress represents property and equipment under construction and is stated at cost, less accumulated impairment losses, if any. This includes the direct costs of purchase, construction and capitalized borrowing costs. Construction-in-progress is not depreciated until such time as the relevant assets are completed and ready for their intended use, at which time they are transferred to the relevant asset category.

The assets’ residual values and useful lives are reviewed, and adjusted if applicable, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other expenses and losses” in the consolidated income statement.

(h) Leased assets

Assets acquired pursuant to finance leases that transfer to the Group substantially all the rewards and risks of ownership are accounted for as if purchased.

(i) Intangible assets

Computer software

Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives of 4 years.

(j) Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortization and are tested at least annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (i.e. cash generating units or “CGU”). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

(k) Financial assets

Classification

The Group’s financial assets consist of loans and receivables, which are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which management has no intention of trading. They are included in current assets, except for the amounts that are settled or expected to be settled more than twelve months after the end of the reporting period, which are classified as non-current.

Recognition and measurement

Loans and receivables are subsequently carried at amortized cost using the effective interest method.

Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

F-42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(k) Financial assets  (continued)

Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

Significant financial difficulty of the issuer or obligor;

A breach of contract, such as a default or delinquency in interest or principal payments;

The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

It becomes probable that the borrower will enter bankruptcy or other financial reorganization;

Observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including:

(i) adverse changes in the payment status of borrowers in the portfolio; or

(ii) national or local economic conditions that correlate with defaults on the assets in the portfolio.

The Group first assesses whether objective evidence of an impairment exists.

For the loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate, when required. The carrying amount of the asset is reduced and the amount of the loss is recognized in the consolidated income statement. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the consolidated income statement.

(l) Cash and cash equivalents

Cash and cash equivalents include cash and short-term deposits with original maturities of three months or less. Restricted cash and cash equivalents are excluded from cash and cash equivalents in the consolidated statement of cash flows.

F-43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(m) Inventories

Inventories consist primarily of food, beverage, retail products, ferry parts and general operating supplies, and are stated at the lower of cost and net realizable value. Cost is determined using the weighted average method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable selling expenses.

(n) Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issuance of equity instruments are shown in equity as a deduction, net of tax, from the proceeds.

(o) Financial liabilities

The Group’s financial liabilities, including borrowings and trade and other payables, are initially measured at fair value and subsequently measured at amortized cost, using the effective interest method.

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

(p) Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

(q) Borrowings and financing costs

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facilities will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facilities will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.

A qualifying asset is an asset that takes a substantial period of time to get ready for its intended use (Note 2(g)). Financing costs incurred for the construction of any qualifying asset, less any investment income on the

F-44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(q) Borrowings and financing costs  (continued)

temporary investment of related borrowings, are capitalized during the period that is required to complete and prepare the asset for its intended use. Other financing costs, net of interest income, are expensed.

(r) Current and deferred income tax and gaming tax

Income tax

Income tax expense is comprised of current and deferred tax.

(i) Current income tax

Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which the applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

(ii) Deferred income tax

Deferred income tax is recognized, using the liability method, for temporary differences arising between the tax bases of assets and liabilities and their carrying values in the consolidated financial statements. Deferred income tax is not accounted for if it arises from initial recognition of an asset or a liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided for temporary differences arising from investments in subsidiaries, except when the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

(iii) Offsetting

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Gaming tax

According to the gaming subconcession granted by the Macao Government and the relevant legislation, the Group is required to pay 35% gaming tax on gross gaming revenues, which represents net wins from casino operations. The Group is also required to pay an additional 4% of gross gaming revenues as public development and social related contributions. On a monthly basis, the Group also makes certain variable and fixed payments to the Macao Government based on the number of slot machines and table games in its possession. These expenses are reported as “Gaming tax” in the consolidated income statement.

F-45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(s) Employee benefits

(i) Pension obligations

The Group operates a provident fund scheme, which is funded through payments to an insurance company. The provident fund scheme is a defined contribution plan that is available to all permanent employees after a three-month probation period. The Group contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive, upon resignation, 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expenses when they are due and are reduced by contributions forfeited by those employees who leave the scheme prior to vesting fully in the contributions. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

(ii) Share-based compensation

Equity-settled share-based payment transactions

(1) Share options of the Company

The Company adopted an equity award plan (the “Equity Award Plan”) for grants of options to purchase ordinary shares of the Company. The cash subscribed for the shares issued when the options are exercised is credited to share capital (nominal value) and share premium, net of any directly attributable transaction costs. At the time when the options are exercised, the amount previously recognized in share-based compensation reserve will be transferred to share premium. When the options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognized in share-based compensation reserve will be transferred to retained earnings.

(2) Share options of LVS

The Group participates in the equity-settled share-based compensation plan of LVS and is a party to its nonqualified share option plan, Las Vegas Sands Corp. 2004 Equity Award Plan (the “2004 Plan”). The plan provides for the granting of share options pursuant to the applicable provisions of the Internal Revenue Code and regulations in the United States of America.

Share-based compensation expense arising from the granting of share options by LVS to the employees of the Group, to the extent of services rendered to the Group, is deemed to have been allocated to the Group as an expense with the corresponding increase in the share-based compensation reserves under equity.

The fair value of the employee services received in exchange for the grant of the options under the Equity Award Plan and the 2004 Plan is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total amount expensed is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions.

F-46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(s) Employee benefits  (continued)

(ii) Share-based compensation  (continued)

Equity-settled share-based payment transactions  (continued)

The Group recognizes the impact of revisions to the original estimates, if any, in the consolidated income statement, with a corresponding adjustment to equity. When the options of the Equity Award Plan are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium.

Cash-settled share-based payment transactions of the Company

For cash-settled share-based payments, a financial liability is recognized for the employee services acquired, measured initially at the fair value of the liability. At the end of each reporting period until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.

(iii) Social security fund

Full-time employees of the Group are covered by a government-mandated defined contribution plan pursuant to which a fixed amount of retirement benefit would be determined and paid by the Macao Government. Contributions are generally made by both employees and employers by paying a fixed amount on a monthly basis to the Social Security Fund Contribution managed by the Macao Government. The Group funds the entire contribution and has no further commitments beyond its monthly contributions.

(iv) Annual leave and other paid leave

Employee entitlement to annual leave is recognized when it accrues to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees during the year. Employee entitlements to maternity leave and sick leave are not recognized until the time of leave.

(v) Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the earlier of when the Group can no longer withdraw the offer of the termination benefits and when it recognizes any related restructuring costs. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than twelve months after the balance sheet date are discounted to their present value.

(vi) Bonus plans

The Group recognizes a liability and an expense for bonuses where contractually obliged or where there is a past practice that has created a constructive obligation.

(t) Provisions

Provisions are recognized when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure to be required to settle the present obligation at the reporting date. The pre-tax discount rate used to determine the present value

F-47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(t) Provisions  (continued)

reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

(u) Contingent liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognized because it is not probable that an outflow of economic resources will be required or the amount of the obligation cannot be measured reliably.

A contingent liability is not recognized but is disclosed in the notes to the consolidated financial statements unless the probability of outflow of resources embodying economic benefits is remote. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognized as a provision.

(v) Revenue recognition

Revenue from contracts with customers primarily consists of casino wagers, room sales, food and beverage transactions, convention sales and entertainment and ferry ticket sales. These contracts can be written, oral or implied by customary business practices.

Gross casino revenue is the aggregate of gaming wins and losses. The commissions rebated to junket operators and premium players for rolling play, cash discounts and other cash incentives to patrons related to gaming play are recorded as a reduction to gross casino revenue. Gaming contracts include a performance obligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis to incentivize gaming or in exchange for points earned under the Group’s loyalty programs.

For wagering contracts that include complimentary products and services provided by the Group to incentivize gaming, the Group allocates the relative stand-alone selling price of each product and service to the respective revenue type. Complimentary products or services provided under the Group’s control and discretion, which are supplied by third parties, are recorded as an operating expense.

For wagering contracts that include products and services provided to a patron in exchange for points earned under the Group’s loyalty programs, the Group allocates the estimated stand-alone selling price of the points earned to the loyalty program liability. The loyalty program liability is a deferral of revenue until redemption occurs. Upon redemption of loyalty program points for Group-owned products and services, the stand-alone selling price of each product or service is allocated to the respective revenue type. For redemptions of points with third parties, the redemption amount is deducted from the loyalty program liability and paid directly to the third party. Any discounts received by the Group from the third party in connection with this transaction are recorded to other revenue.

After allocation to the other revenue types for products and services provided to patrons as part of a wagering contract, the residual amount is recorded to casino revenue as soon as the wager is settled. As all wagers have similar characteristics, the Group accounts for its gaming contracts collectively on a portfolio basis versus an individual basis.

F-48

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(v) Revenue recognition  (continued)

Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Convention revenues are recognized when the related service is rendered or the event is held. Deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria are met. Cancellation fees for hotel, meeting space and food and beverage services are recognized upon cancellation by the customer and are included in other revenues. Ferry and entertainment revenue recognition criteria are met at the completion of the ferry trip or event, respectively. Revenue from contracts with a combination of these services is allocated pro rata based on each service’s relative stand-alone selling price.

The Group’s accounting policy for recognition of revenue from operating leases is described in the accounting policy for leases/right of use below.

(w) Pre-opening expenses

Pre-opening expenses represent personnel and other costs incurred prior to the opening of new properties and are expensed as incurred.

(x) Leases/right of use

(i) As the lessor/grantor for operating leases/right of use

When assets are leased/granted out under an agreement for the right of use, the asset is included in the consolidated balance sheet based on the nature of the asset. Lease rental/income from right of use (net of any incentives given to tenants or to retailers) is recognized over the terms of the lease/right of use on a straight- line basis. Turnover fees arising under operating leases/right of use are recognized as income in the period in which they are earned.

(ii) As the lessee for operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated income statement on a straight-line basis over the period of the lease.

(iii) As the lessee for finance leases

The Group leases land and certain equipment. Leases of land and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the leases’ commencement at the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is charged to the consolidated income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The land and equipment acquired under a finance lease are depreciated over the shorter of the useful life of the asset and the lease term.

F-49

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

(y) Dividend distributions

Dividend distributions to the Company’s Shareholders are recognized as a liability in the Group’s and the Company’s financial statements in the period in which the dividends are approved by the Company’s Shareholders or directors, where appropriate.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of potentially causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(a) Useful lives of investment properties and property and equipment

The Group depreciates investment properties and property and equipment on a straight-line basis over their estimated useful lives with no residual value assumed. 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 Group uses certain assets and could have an impact on the estimated useful lives of such assets.

During the year ended December 31, 2017, the Group changed the estimated useful lives of certain of its property and equipment and investment properties based on a combination of factors accumulating over time that provided the Group with updated information to make a better estimate on the economic lives of these assets. These factors included (1) the accumulation of historical asset replacement data at the Group’s operating properties, which reflects the actual length of time the Group uses certain assets, (2) the stabilization of the operating, regulatory and competitive environment in Macao, which includes meeting the final land concession government-imposed deadlines for the Group’s properties on Cotai, (3) transitioning to more predictable renovation cycles at the Group’s operating properties and (4) consideration of the estimated useful lives assigned to buildings of the Group’s peers in the gaming and hospitality industry. Based on these factors, as well as the anticipated use and condition of the assets evaluated, the Group determined that changes to the useful lives of certain property and equipment and investment properties were appropriate. As a result, the Group revised the estimated useful lives of its leasehold interests in land, land improvements, buildings and building improvements from a range of 15 to 40 years to 10 to 50 years and certain other furniture, fittings and equipment from 3 to 6 years to 5 to 10 years to better reflect the estimated periods during which these assets are expected to remain in service.

These changes in estimated useful lives of the assets were accounted for as changes in accounting estimates effective July 1, 2017. The impact of these changes for the year ended December 31, 2017, was a decrease in depreciation expense and an increase in operating profit of US$89 million, and an increase in net profit attributable to equity holders of the Company of US$88 million, or earnings per share of US1.10 cents on a basic and diluted basis.

F-50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS  (CONTINUED)

(b) Impairment of non-financial assets

The Group follows the guidance of International Accounting Standard (“IAS”) 36 “Impairment of Assets” to determine when assets are impaired, which requires significant judgment. In making this judgment, the Group evaluates, among other factors, the duration and extent to which the recoverable amount of assets is less than their carrying balance, including factors such as the industry performance and changes in operational and financing cash flows. When required, the recoverable amount of the CGU would be determined based on value-in-use calculations. These calculations require the use of estimates, including operating results, income and expenses of the business, future economic conditions on growth rates, future returns and discount rate.

Changes in the key assumptions on which the recoverable amount of the assets is based could significantly affect the Group’s financial position and results of operations.

(c) Allowance for doubtful trade receivables

The allowance for doubtful trade receivables represents the Group’s best estimate of the amount of probable credit losses in the Group’s existing trade receivables balance. The Group determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. A provision for doubtful trade receivables is recorded when the Group believes it is probable the recoverable amount of the receivables will be less than their carrying amounts. Account balances are written off against the allowance when the Group considers the receivables to be uncollectible. 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 trade receivables could change.

(d) Litigation provisions

The Group is subject to various claims and legal actions. The accruals for these claims and legal actions are estimated in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”. Based on consultations with legal counsel, management estimated that no significant loss would be incurred beyond the amounts provided. Actual results could differ from these estimates.

F-51

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. NET REVENUES

The Group generates revenues at its properties by providing the following types of products and services: casino, rooms, mall, food and beverage and convention, ferry, retail and other. Revenue disaggregated by type of revenue and property is as follows:

	Casino		Rooms		Mall(ii)			Food and beverage		Convention, ferry, retail and Other			Net revenues
	US$ in millions
Year ended December 31, 2015
The Venetian Macao		2,326		206		205			81		102			2,920
Sands Cotai Central		1,671		265		63			100		26			2,125
The Parisian Macao		-		-		-			-		-			-
The Plaza Macao		468		39		130			26		4			667
Sands Macao		781		23		-			34		9			847
Ferry and other operations		-		-		-			-		131			131
Inter-segment revenues(i)		-		-		(1	)		-		(6	)		(7	)
		5,246		533		397			241		266			6,683
Year ended December 31, 2016
The Venetian Macao		2,286		177		209			75		84			2,831
Sands Cotai Central		1,471		267		62			99		25			1,924
The Parisian Macao		315		36		23			20		7			401
The Plaza Macao		392		36		127			26		3			584
Sands Macao		614		20		-			26		8			668
Ferry and other operations		-		-		-			-		145			145
Inter-segment revenues(i)		-		-		(1	)		-		(9	)		(10	)
		5,078		536		420			246		263			6,543
Year ended December 31, 2017
The Venetian Macao		2,362		179		220			74		89			2,924
Sands Cotai Central		1,433		291		63			102		27			1,916
The Parisian Macao		1,120		128		66			61		20			1,395
The Plaza Macao		391		34		131			28		3			587
Sands Macao		574		19		-			27		6			626
Ferry and other operations		-		-		-			-		153			153
Inter-segment revenues(i)		-		-		(1	)		-		(14	)		(15	)
		5,880		651		479			292		284			7,586

Note: Amounts have been adjusted to reflect the implementation of IFRS 15 as discussed in Note 2.

(i) Inter-segment revenues are charged at prevailing market rates.

(ii) Of this amount, US$344 million and US$53 million for the year ended December 31, 2015, US$360 million and US$60 million for the year ended December 31, 2016, US$406 million and US$73 million for the year ended December 31, 2017 are related to income from right of use and management fee and other, respectively. Income from right of use is recognized in accordance with IAS 17 Leases.

Contract and Contract Related Liabilities

The Group provides numerous products and services to its customers. There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations. The Group has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability, and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.

F-52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. NET REVENUES  (CONTINUED)

The outstanding chip liability represents the collective amounts owed to junket operators and patrons in exchange for gaming chips in their possession. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. The loyalty program liability represents a deferral of revenue until patron redemption of points earned. The loyalty program points are expected to be redeemed and recognized as revenue within one year of being earned. Customer deposits and other deferred revenue represent cash deposits made by customers for future services provided by the Group. With the exception of mall deposits, which are tied to the terms of the lease and typically extend beyond a year, the majority of these customer deposits and other deferred revenue are expected to be recognized as revenue or refunded to the customer within one year of the date the deposit was recorded.

The following table summarizes the liability activity related to contracts with customers:

	Outstanding Chips Liability					Loyalty Program Liability					Customer Deposits and Other Deferred Revenue(i)
	2016		2017			2016		2017			2016		2017
	US$ in millions
Balance at January 1		330		483			44		45			309		343
Balance at December 31		483		418			45		30			343		424
Increase/(decrease)		153		(65	)		1		(15	)		34		81

(i) Of this amount, US$97 million, US$109 million and US$121 million as of January 1, 2016, December 31, 2016 and December 31, 2017, respectively, relates to mall deposits that are accounted for based on lease terms usually greater than one year.

5. SEGMENT INFORMATION

Management has determined the operating segments based on the reports reviewed by a group of senior management which is the chief operating decision-maker of the Group that makes strategic decisions. The Group considers the business from a property and service perspective.

The Group’s principal operating and developmental activities occur in Macao, which is the sole geographic area in which the Group is domiciled. The Group reviews the results of operations for each of its key operating segments, which are also the reportable segments: The Venetian Macao, Sands Cotai Central, The Parisian Macao (which opened in September 2016), The Plaza Macao, Sands Macao and ferry and other operations. The Group’s primary projects under development include the renovation, expansion and rebranding of Sands Cotai Central and the additional rooms in the tower adjacent to the Four Seasons Hotel Macao.

Revenue is comprised of revenue from the sale of goods and services in the ordinary course of the Group’s activities. The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Sands Macao derive their revenues primarily from casino, mall, hotel, food and beverage, convention, retail and other sources. Ferry and other operations mainly derive their revenues from the sale of ferry tickets for transportation between Hong Kong and Macao.

F-53

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

The Group’s segment information is as follows:

	Year ended December 31,
	2015			2016			2017
	US$ in millions
Net revenues
The Venetian Macao		2,920			2,831			2,924
Sands Cotai Central		2,125			1,924			1,916
The Parisian Macao		-			401			1,395
The Plaza Macao		667			584			587
Sands Macao		847			668			626
Ferry and other operations		131			145			153
Inter-segment revenues(i)		(7	)		(10	)		(15	)
		6,683			6,543			7,586

Note: Amounts have been adjusted to reflect the implementation of IFRS 15 as discussed in Note 2.

(i) Inter-segment revenues are charged at prevailing market rates.

F-54

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

The following is a reconciliation of adjusted property EBITDA to profit for the year attributable to equity holders of the Company:

			Year ended December 31,
			2015			2016			2017
	Note		US$ in millions
Adjusted property EBITDA (Unaudited)(i)
The Venetian Macao				1,082			1,092			1,137
Sands Cotai Central				651			615			633
The Parisian Macao				-			114			412
The Plaza Macao				243			221			233
Sands Macao				225			171			174
Ferry and other operations				22			31			22
Total adjusted property EBITDA				2,223			2,244			2,611
Share-based compensation, net of amount capitalized(ii)				(19	)		(15	)		(12	)
Corporate expense		(a)		(86	)		(128	)		(120	)
Pre-opening expense		(b)		(45	)		(127	)		(7	)
Depreciation and amortization				(535	)		(611	)		(676	)
Net foreign exchange gains/(losses)				1			1			(11	)
Loss on disposal of property and equipment, investment properties and intangible assets				(20	)		(12	)		(12	)
Operating profit				1,519			1,352			1,773
Interest income				11			3			5
Interest expense, net of amounts capitalized				(60	)		(86	)		(153	)
Loss on modification or early retirement of debt				-			(1	)		-
Profit before income tax				1,470			1,268			1,625
Income tax expense				(11	)		(44	)		(22	)
Profit for the year attributable to equity holders of the Company				1,459			1,224			1,603

(i) Adjusted property EBITDA, which is a non-IFRS financial measure, is profit attributable to equity holders of the Company before share-based compensation, corporate expense, pre-opening expense, depreciation and amortization, net foreign exchange gains/(losses), impairment loss, gain/(loss) on disposal of property and equipment, investment properties and intangible assets, interest, gain/(loss) on modification or early retirement of debt and income tax benefit/(expense). Management utilizes adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Gaming companies have historically reported adjusted property EBITDA as a supplemental performance measure to IFRS financial measures. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including the Group, have historically excluded certain expenses that do not relate to the management of specific casino properties, such as pre-opening expense and corporate expense, from their adjusted property EBITDA calculations. Adjusted property EBITDA should not be interpreted as an alternative to profit or operating profit (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with IFRS. The Group has significant uses of cash flow, including capital expenditures, dividend payments, interest payments and debt principal repayments, which are not reflected in adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, adjusted property EBITDA as presented by the Group may not be directly comparable to other similarly titled measures presented by other companies.

F-55

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

(ii) Amount includes share-based compensation of US$3 million and US$1 million, US$3 million and US$1 million, and US$1 million and nil for the years ended December 31, 2015, 2016 and 2017, respectively, related to corporate expense and pre-opening expense, respectively.

(a) Corporate expense

			Year ended December 31,
			2015		2016		2017
	Note				US$ in millions
Royalty fees		28(a)(v)		55		73		98
Management fees		28(a)(ii)		13		6		6
Employee benefit expenses				5		6		6
Other support services				11		7		4
Other expenses				2		36		6
				86		128		120

(b) Pre-opening expense

			Year ended December 31,
			2015		2016		2017
	Note				US$ in millions
Employee benefit expenses				24		80		-
Advertising and promotions				5		15		-
Contract labor and services				5		14		-
Utilities and operating supplies				2		4		2
Management fees		28(a)(ii)		4		4		1
Other support services				2		3		3
Other expenses				3		7		1
				45		127		7

	Year ended December 31,
	2015		2016		2017
	US$ in millions
Depreciation and amortization
The Venetian Macao		160		165		151
Sands Cotai Central		284		294		239
The Parisian Macao		-		58		204
The Plaza Macao		40		40		36
Sands Macao		37		39		31
Ferry and other operations		14		15		15
		535		611		676

F-56

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. SEGMENT INFORMATION  (CONTINUED)

	Year ended December 31,
	2015		2016		2017
	US$ in millions
Capital expenditures
The Venetian Macao		82		94		152
Sands Cotai Central		397		123		84
The Parisian Macao		746		896		204
The Plaza Macao		15		16		22
Sands Macao		21		18		10
Ferry and other operations		4		4		5
		1,265		1,151		477

	December 31,
	2016		2017
	US$ in millions
Total assets
The Venetian Macao		2,659		2,669
Sands Cotai Central		4,229		3,972
The Parisian Macao		2,745		2,531
The Plaza Macao		992		959
Sands Macao		317		288
Ferry and other operations		241		228
		11,183		10,647

Almost all of the non-current assets of the Group are located in Macao.

6. EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS’ EMOLUMENTS)

	Year ended December 31,
	2015		2016		2017
	US$ in millions
Wages, salaries, bonus and termination costs		950		984		1,048
Staff meals		51		54		57
Pension costs - defined contribution plan		33		35		37
Share-based compensation, net of amount capitalized(i)		19		15		12
Other employee benefit expenses		31		33		39
		1,084		1,121		1,193

(i) No share-based compensation was capitalized during the year ended December 31, 2015 and 2017. Share-based compensation of US$1 million was capitalized during the year ended December 31, 2016. For further information related to the Company’s Equity Award Plan and LVS’ 2004 Plan, see Note 29 to the consolidated financial statements.

F-57

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS’ EMOLUMENTS)  (CONTINUED)

(a) Pension costs — defined contribution plan

Contributions totaling US$6 million and US$7 million remained payable to the provident fund as at December 31, 2016 and 2017, respectively. Forfeited contributions totaling US$4 million and US$4 million were utilized during the years ended December 31, 2016 and 2017, respectively, leaving US$1 million and US$1 million available at year end December 31, 2016 and 2017, respectively, to reduce future contributions.

(b) Directors’ emoluments

The remuneration of the Company’s Directors is as follows:

	Fees		Salaries		Discretionary bonuses(1)		Pension costs/ amounts paid upon retirement		Estimated money value of other benefits(2)		Total
	US$‘000
Year ended December 31, 2015
Executive Directors
Sheldon Gary Adelson(3)		-		-		-		-		-		-
Toh Hup Hock(4)		-		906		696		45		996		2,643
Edward Matthew Tracy(5)		-		422		-		1,524		478		2,424
Non-Executive Directors
Robert Glen Goldstein(6)		-		-		-		-		-		-
Michael Alan Leven(7)		130		-		-		-		-		130
Charles Daniel Forman		100		-		-		-		-		100
Independent Non-Executive Directors
Iain Ferguson Bruce(8)		100		-		-		-		-		100
Chiang Yun		100		-		-		-		-		100
David Muir Turnbull(9)		130		-		-		-		-		130
Victor Patrick Hoog Antink		130		-		-		-		-		130
Steven Zygmunt Strasser		100		-		-		-		-		100
		790		1,328		696		1,569		1,474		5,857

F-58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS’ EMOLUMENTS)  (CONTINUED)

(b) Directors’ emoluments  (continued)

	Fees		Salaries		Discretionary bonuses(1)		Pension costs		Estimated money value of other benefits(2)		Total
	US$‘000
Year ended December 31, 2016
Executive Directors
Sheldon Gary Adelson(3)		-		-		-		-		-		-
Wong Ying Wai(10)		-		2,313		1,508		106		639		4,566
Toh Hup Hock(4)		-		356		-		13		657		1,026
Non-Executive Directors
Robert Glen Goldstein(6)		-		-		-		-		-		-
Charles Daniel Forman		112		-		-		-		-		112
Michael Alan Leven(7)		34		-		-		-		-		34
Independent Non-Executive Directors
Chiang Yun		112		-		-		-		-		112
Victor Patrick Hoog Antink		143		-		-		-		-		143
Steven Zygmunt Strasser		134		-		-		-		-		134
Kenneth Patrick Chung(11)		59		-		-		-		-		59
Iain Ferguson Bruce(8)		19		-		-		-		-		19
David Muir Turnbull(9)		24		-		-		-		-		24
		637		2,669		1,508		119		1,296		6,229

	Fees		Salaries		Discretionary bonuses(1)		Pension costs		Estimated money value of other benefits(2)		Total
	US$‘000
Year ended December 31, 2017
Executive Directors
Sheldon Gary Adelson(3)		-		-		-		-		-		-
Wong Ying Wai(10)		-		2,334		1,497		116		637		4,584
Non-Executive Directors
Robert Glen Goldstein(6)		-		-		-		-		-		-
Charles Daniel Forman		150		-		-		-		-		150
Independent Non-Executive Directors
Chiang Yun		150		-		-		-		-		150
Victor Patrick Hoog Antink		180		-		-		-		-		180
Steven Zygmunt Strasser		180		-		-		-		-		180
Kenneth Patrick Chung(11)		150		-		-		-		-		150
Wang Sing(12)		70		-		-		-		-		70
		880		2,334		1,497		116		637		5,464

(1) The discretionary bonuses are determined by reference to the individual performance of the Directors and the Chief Executive and the Group’s performance, and approved by the Remuneration Committee.

(2) Other benefits mainly include share-based compensation, accommodation, meals, home leave tickets and medical insurance.

F-59

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS’ EMOLUMENTS)  (CONTINUED)

(b) Directors’ emoluments  (continued)

(3) Sheldon Gary Adelson, the Chairman and a Non-Executive Director, was appointed as the Chief Executive Officer and re-designated as an Executive Director, in each case, with effect from March 6, 2015.

(4) Toh Hup Hock resigned as the Chief Financial Officer and Executive Vice President and an Executive Director with effect from April 15, 2016.

(5) Edward Matthew Tracy was an Executive Director who was also the Chief Executive. He retired as the President and Chief Executive Officer and an Executive Director with effect from March 6, 2015.

(6) Robert Glen Goldstein was appointed as the Interim President and re-designated as an Executive Director, in each case, with effect from March 6, 2015. He was re-designated as a Non-Executive Director and ceased to be the Interim President, in each case, with effect from November 1, 2015.

(7) Michael Alan Leven retired as a Non-Executive Director with effect from April 12, 2016.

(8) Iain Ferguson Bruce resigned as an Independent Non-Executive Director with effect from March 11, 2016.

(9) David Muir Turnbull resigned as an Independent Non-Executive Director with effect from March 7, 2016.

(10) Wong Ying Wai, the President and Chief Operating Officer, was appointed as an Executive Director with effect from January 22, 2016.

(11) Kenneth Patrick Chung was appointed as an Independent Non-Executive Director with effect from July 15, 2016.

(12) Wang Sing was appointed as an Independent Non-Executive Director with effect from July 14, 2017.

The Executive Directors’ emoluments were for their services in connection with the management of the affairs of the Group. The Non-Executive Directors’ and Independent Non-Executive Directors’ emoluments were for their services as directors of the Company.

In addition to the Directors’ emoluments disclosed above, Sheldon Gary Adelson and Robert Glen Goldstein received emoluments (inclusive of share-based compensation) from LVS of US$1 million and US$10 million, US$2 million and US$3 million, and US$2 million and US$3 million in respect of their services to the Group for the years ended December 31, 2015, 2016 and 2017, respectively. The amount of US$10 million, US$3 million and US$3 million was charged to the Group in respect of the management and administrative services provided by LVS to the Group for the years ended December 31, 2015, 2016 and 2017, respectively.

No emoluments were paid to any Directors as an inducement to join or upon joining the Group or as compensation for loss of office for the three years ended December 31, 2017.

With the exception of the continuing connected transactions disclosed in the 2015 Annual Report, 2016 Annual Report and 2017 Annual Report of the Company, none of the Directors has any material interests in transactions, arrangements or contracts entered into by the Company or the LVS Group.

None of the Directors waived or has agreed to waive any emoluments for the three years ended December 31, 2017.

F-60

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS’ EMOLUMENTS)  (CONTINUED)

(c) Five highest paid individuals

For the years ended December 31, 2015, 2016 and 2017, the five individuals whose emoluments were the highest in the Group include three Directors, one Director and one Director, respectively, whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining two, four and four individuals for the three years ended December 31, 2017, respectively, are as follows:

	Year ended December 31,
	2015		2016		2017
	US$’000
Basic salaries, allowances and benefits in kind		2,806		6,206		5,462
Bonus		1,584		2,743		2,980
Pension costs		94		179		191
		4,484		9,128		8,633

The emoluments of the above mentioned individuals fall within the following bands:

	Year ended December 31,
	2015		2016		2017
	Number of individuals
Hong Kong dollars (“HK$”) 13,000,001 (approximately US$1,677,000) – HK$13,500,000 (approximately US$1,742,000)		-		-		1
HK$16,500,001 (approximately US$2,129,000) – HK$17,000,000 (approximately US$2,194,000)		-		-		1
HK$17,000,001 (approximately US$2,194,000) – HK$17,500,000 (approximately US$2,258,000)		2		2		-
HK$18,000,001 (approximately US$2,323,000)– HK$18,500,000 (approximately US$2,387,000)		-		2		1
HK$18,500,001 (approximately US$2,387,000) – HK$19,000,000 (approximately US$2,452,000)		-		-		1
		2		4		4

No emoluments were paid to any of the five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of office for the three years ended December 31, 2017.

F-61

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. OTHER EXPENSES AND LOSSES

(a) An analysis of the operating expenses is as follows:

			Year ended December 31,
			2015		2016		2017
	Note		US$ in millions
Gaming tax				2,642		2,527		2,925
Employee benefit expenses				1,084		1,121		1,193
Depreciation and amortization				535		611		676
Inventories consumed				81		83		98
Other expenses and losses		(i)		822		849		921
Operating expenses				5,164		5,191		5,813

Note: Amounts have been adjusted to reflect the implementation of IFRS 15 as discussed in Note 2.

(i) Analysis of other expenses and losses is as follows:

			Year ended December 31,
			2015			2016			2017
	Note		US$ in millions
Utilities and operating supplies				174			175			200
Contract labor and services				113			127			141
Advertising and promotions				118			104			116
Royalty fees				60			78			103
Repairs and maintenance				62			64			83
Management fees		28(a)(ii)		54			46			42
Operating lease expense				27			28			30
Loss on disposal of property and equipment, investment properties and intangible assets				20			12			12
Net foreign exchange (gains)/losses				(1	)		(1	)		11
Provision for doubtful accounts, net				17			18			4
Auditor’s remuneration				2			2			2
Other support services				122			101			111
Other operating expenses				54			95			66
				822			849			921

F-62

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. OTHER EXPENSES AND LOSSES  (CONTINUED)

(b) The operating expenses can also be analyzed as follows:

	Year ended December 31,
	2015			2016			2017
	US$ in millions
Casino		3,331			3,165			3,646
Mall		36			41			53
Rooms		125			143			176
Food and beverage		197			201			241
Convention, ferry, retail and other		208			188			209
Provision for doubtful accounts, net		17			18			4
General and administrative expense		561			554			657
Corporate expense		89			131			121
Pre-opening expense		46			128			7
Depreciation and amortization		535			611			676
Net foreign exchange (gains)/losses		(1	)		(1	)		11
Loss on disposal of property and equipment, investment properties and intangible assets		20			12			12
Operating expenses		5,164			5,191			5,813

Note: Amounts have been adjusted to reflect the implementation of IFRS 15 as discussed in Note 2.

8. INTEREST EXPENSE, NET OF AMOUNTS CAPITALIZED

	Year ended December 31,
	2015			2016			2017
	US$ in millions
Bank borrowings		52			84			117
Amortization of deferred financing costs		20			21			21
Finance lease liabilities		6			6			7
Standby fee and other financing costs		10			9			10
		88			120			155
Less: interest capitalized		(28	)		(34	)		(2	)
Interest expense, net of amounts capitalized		60			86			153

A capitalization rate of 1.9% to 2.2%, 2.3% to 2.8% and 2.7% to 3.3% for the years ended December 31, 2015, 2016 and 2017, respectively, was used, representing the effective finance costs of the loans to finance the assets under construction.

F-63

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. INCOME TAX EXPENSE

	Year ended December 31,
	2015		2016		2017
	US$ in millions
Current income tax
Lump sum in lieu of Macao complementary tax on dividends		5		5		5
Other overseas taxes		-		-		1
Deferred income tax		6		39		16
Income tax expense		11		44		22

Deferred income tax expense was US$39 million for the year ended December 31, 2016, compared to US$6 million for the year ended December 31, 2015. The increase was primarily due to write-off of deferred income tax assets on net operating tax losses that had expired unused and expected to be expiring unused due to unpredictable future profit stream.

Deferred income tax expense was US$16 million for the year ended December 31, 2017, compared to US$39 million for the year ended December 31, 2016. The decrease was primarily due to decrease in write-off of deferred income tax assets on net operating tax losses that had expired unused and expected to be expiring unused due to unpredictable future utilization.

(a) Macao complementary tax

Macao complementary tax is levied at progressive rates ranging from 3% to 9% on the taxable income above MOP32,000 (equivalent to US$4,000) but below MOP300,000 (equivalent to US$37,500), and thereafter at a fixed rate of 12%. For the three years ended December 31, 2017, a special complementary tax incentive was provided to the effect that the tax free income threshold was increased from MOP32,000 to MOP600,000 (equivalent to US$4,000 to US$75,000) with the profit above MOP600,000 (equivalent to US$75,000) being taxed at a fixed rate of 12%.

Pursuant to the Despatch No. 320/2013 issued by the Chief Executive of Macao on October 3, 2013, VML was granted an extension of the tax exemption regarding Macao complementary tax on its gaming activities for an additional five years, effective from the tax year 2014 to the tax year 2018. In December 2017, VML requested an extension of the tax exemption for either an additional 5-year period or through June 26, 2022, the date VML’s subconcession agreement expires. There is no assurance that VML will receive an extension. Regarding the other subsidiaries, during the three years ended December 31, 2017, Macao complementary tax is calculated progressively at a maximum of 12% of the estimated assessable profit.

(b) Lump sum in lieu of Macao complementary tax on dividends

VML entered into a Shareholder Dividend Tax Agreement with the Macao Government. The agreement provides for an annual payment in lieu of Macao complementary tax otherwise due by VML’s shareholders on dividend distributions to them from gaming profits, effective through the end of 2013. In May 2014, VML entered into another Shareholder Dividend Tax Agreement with the Macao Government for an extension of the agreement through 2018 to correspond to the Macao complementary tax exemption on its gaming activities (see also Note 9(a)). VML intends to request an additional agreement with the Macao Government to correspond to the extension of the tax exemption regarding Macao complementary tax on its gaming activities if the extension of the tax exemption is granted; however, there is no certainty that the agreement will be granted.

F-64

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. INCOME TAX EXPENSE  (CONTINUED)

(c) Hong Kong profits tax

The Company’s subsidiaries that carry on business in Hong Kong are subject to the Hong Kong profits tax at 16.5% for the three years ended December 31, 2017.

The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the domestic tax rates applicable to profits of the consolidated entities in the respective jurisdictions as follows:

	Year ended December 31,
	2015			2016			2017
	US$ in millions
Profit before income tax		1,470			1,268			1,625
Tax calculated at domestic rates applicable to profits in the respective jurisdictions		182			161			208
Tax effects of :
Income not subject to tax(i)		(737	)		(720	)		(837	)
Expenses not deductible for tax purposes(i), (ii)		495			483			549
Amortization of pre-opening expenses previously not recognized		(7	)		(8	)		(9	)
Pre-opening expenses for which no deferred income tax assets were recognized		-			9			-
Origination and reversal of temporary difference, net		23			32			20
Tax losses for which no deferred income tax assets were recognized		50			83			87
Lump sum in lieu of Macao complementary tax of dividends		5			5			5
Other		-			(1	)		(1	)
Income tax expense		11			44			22

(i) For the three years ended December 31, 2017, VML was exempt from Macao complementary tax on its gaming activities (see also Note 9(a)). In addition, lease/right of use income recorded in VML, Venetian Cotai Limited (“VCL”) and Venetian Orient Limited (“VOL”) were subject to property tax (Note (ii)), and should, therefore, also be excluded from Macao complementary tax calculations. Accordingly, casino revenues and lease/right of use income and their corresponding expenses incurred were presented as “Income not subject to tax” and “Expenses not deductible for tax purposes”, respectively, in the calculations above.

Additionally, for the three years ended December 31, 2017, the Company received dividend income from a subsidiary. The dividend income is not subject to Hong Kong profits tax.

(ii) Lease/right of use income recorded in VML, VCL and VOL are exempt from property tax for the first four and six years for the newly constructed buildings in Macao and on Cotai, respectively, pursuant to Article 9(1)(a) of Lei no. 19/78/M. If the buildings in Macao and on Cotai also qualify for Tourism Utility Status, the property tax exemption can be extended by another four and six years, respectively, pursuant to Article 15(a) of Lei no. 81/89/M. The exemption for the Sands Macao expired in August 2012 and that for The Venetian Macao and The Plaza Macao will be expiring in August 2019 and August 2020 respectively. Regarding Sands Cotai Central and The Parisian Macao, the procedures for registration at the tax department are in progress and the exact date of expiration of the exemption cannot be determined at this stage.

10. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

F-65

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. EARNINGS PER SHARE  (CONTINUED)

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the year ended December 31, 2015 and 2016, the Company had outstanding share options and restricted share units that would potentially dilute the ordinary shares. For the year ended December 31, 2017, the Company had outstanding share options that would potentially dilute the ordinary shares.

The calculation of basic and diluted earnings per share is based on the following:

	Year ended December 31,
	2015		2016		2017
Profit attributable to equity holders of the Company (US$ in millions)		1,459		1,224		1,603
Weighted average number of shares for basic earnings per share (thousand shares)		8,068,742		8,070,042		8,072,709
Adjustments for share options and restricted share units (thousand shares)		1,830		1,609		4,544
Weighted average number of shares for diluted earnings per share (thousand shares)		8,070,572		8,071,651		8,077,253
Earnings per share, basic		US18.09 cents		US15.17 cents		US19.86 cents
Earnings per share, basic(i)		HK140.21 cents		HK117.65 cents		HK155.22 cents
Earnings per share, diluted		US18.08 cents		US15.17 cents		US19.85 cents
Earnings per share, diluted(i)		HK140.13 cents		HK117.65 cents		HK155.14 cents

(i) The translation of US$ amounts into HK$ amounts has been made at the exchange rate on December 31, 2015, 2016 and 2017 of US$1.00 to HK$7.7508, US$1.00 to HK$7.7555 and US$1.00 to HK$7.8157, respectively.

F-66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. DIVIDENDS

	Year ended December 31,
	2015		2016		2017
	US$ in millions
2017 interim dividend of HK$0.99 (equivalent to US$0.127) per ordinary share declared on January 19, 2018 and paid		-		-		1,023
2017 final dividend of HK$1.00 (equivalent to US$0.127) per ordinary share declared on May 25, 2018 and paid		-		-		1,030
2016 interim dividend of HK$0.99 (equivalent to US$0.128) per ordinary share declared on January 20, 2017 and paid		-		1,030		-
2016 final dividend of HK$1.00 (equivalent to US$0.129) per ordinary share declared on May 26, 2017 and paid		-		1,039		-
2015 interim dividend of HK$0.99 (equivalent to US$0.128) per ordinary share declared on January 22, 2016 and paid		1,031		-		-
2015 final dividend of HK$1.00 (equivalent to US$0.129) per ordinary share declared on May 27, 2016 and paid		1,040		-		-
		2,071		2,069		2,053

On January 19, 2018, the Board declared an interim dividend of HK$0.99 (equivalent to US$0.127) per share. The interim dividend, amounting in aggregate to HK$7.99 billion (equivalent to US$1.02 billion), was paid on February 23, 2018.

On May 25, 2018, the Board approved a final dividend of HK$1.00 (equivalent to US$0.127) per share for the year ended December 31, 2017 to Shareholders whose names appeared on the register of members of the Company on June 4, 2018. The final dividend, amounting in aggregate to HK$8.08 billion (equivalent to US$1.03 billion), was paid on June 22, 2018.

Both the interim and final dividends referred to above have not been recognized as a liability as at the years ended December 31, 2015, 2016 and 2017. They will be reflected as appropriations of reserves during 2016, 2017 and 2018, respectively.

F-67

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. INVESTMENT PROPERTIES, NET

	Completed			Under development			Total
	US$ in millions
At January 1, 2016
Cost		1,153			358			1,511
Accumulated depreciation		(233	)		-			(233	)
At January 1, 2016		920			358			1,278
Year ended December 31, 2016
Opening net book amount		920			358			1,278
Additions		19			74			93
Adjustments to project costs		(1	)		(1	)		(2	)
Disposals		(4	)		-			(4	)
Transfers		188			(188	)		-
Depreciation		(42	)		-			(42	)
Exchange difference		(1	)		-			(1	)
Closing net book amount		1,079			243			1,322
At December 31, 2016
Cost		1,353			243			1,596
Accumulated depreciation		(274	)		-			(274	)
At December 31, 2016		1,079			243			1,322
Year ended December 31, 2017
Opening net book amount		1,079			243			1,322
Additions		48			-			48
Adjustments arising from change in lease term of leasehold interests in land		2			-			2
Adjustments to project costs		(8	)		-			(8	)
Transfers		241			(241	)		-
Depreciation		(44	)		-			(44	)
Exchange difference		(7	)		(2	)		(9	)
Closing net book amount		1,311			-			1,311
At December 31, 2017
Cost		1,626			-			1,626
Accumulated depreciation		(315	)		-			(315	)
At December 31, 2017		1,311			-			1,311

F-68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. INVESTMENT PROPERTIES, NET  (CONTINUED)

The Group engaged an independent professional valuer, Knight Frank Petty Limited, to perform the valuation of the Group’s investment properties, which are located in Macao, on an annual basis. Knight Frank Petty Limited is a professionally qualified independent external valuer, and had appropriate recent experience in the relevant location and category of the properties being valued. In determining the fair value of the investment properties, the valuer uses assumptions and estimates that reflect, amongst other factors, comparable market transactions in an active market, lease/right of use income from current leases/rights of use and assumptions about lease/right of use income from future leases/rights of use in light of current market conditions, capitalization rates, terminal yield and reversionary income potential. Valuations were based on income and an open market value approach for all completed properties (except for the hotel wing formerly known as the St. Regis-serviced and -branded apart-hotel as at December 31, 2017) as follows:

	December 31,
	2016		2017
	US$ in millions
Fair value of the investment properties		8,581		9,248

In estimating the fair value of the properties, the highest and best use of the properties is their current use. The fair value estimate of the Group’s investment properties is a Level 3 fair value measurement.

For the hotel wing formerly known as the St. Regis-serviced and -branded apart-hotel, the valuation is determined by taking into account the market value of the proposed development assuming completion as at the date of valuation and then deducting from that amount the estimated costs to complete the development. The fair value of these properties as at December 31, 2016 and 2017 is US$794 million and US$801 million, respectively.

The following amounts have been recognized in the consolidated income statement:

	Year ended December 31,
	2015		2016		2017
	US$ in millions
Mall income		397		420		479
Direct operating expenses arising from investment properties that generate right of use income		35		43		55
Direct operating expenses that did not generate right of use income		1		1		2

F-69

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13. PROPERTY AND EQUIPMENT, NET

The movements of property and equipment for the year are as follows:

	Leasehold interests in land			Land improvements			Buildings and building improvements			Leasehold improvements			Vehicles			Ferries			Furniture, fittings & equipment			Construction- in-progress			Total
				US$ in millions
At January 1, 2016
Cost		584			269			6,438			7			38			251			1,306			1,550			10,443
Accumulated depreciation		(82	)		(104	)		(1,581	)		(7	)		(26	)		(91	)		(964	)		-			(2,855	)
At January 1, 2016		502			165			4,857			-			12			160			342			1,550			7,588
Year ended December 31, 2016
Opening net book amount		502			165			4,857			-			12			160			342			1,550			7,588
Additions		-			1			10			1			5			-			172			911			1,100
Adjustments to project costs		-			-			-			-			-			-			(1	)		(6	)		(7	)
Disposals		-			-			(1	)		-			-			-			(1	)		(5	)		(7	)
Transfers		-			68			2,043			-			-			-			207			(2,318	)		-
Depreciation		(15	)		(19	)		(345	)		-			(5	)		(13	)		(163	)		-			(560	)
Exchange difference		-			-			(3	)		-			-			-			-			-			(3	)
Closing net book amount		487			215			6,561			1			12			147			556			132			8,111
At December 31, 2016
Cost		584			338			8,485			8			40			251			1,644			132			11,482
Accumulated depreciation		(97	)		(123	)		(1,924	)		(7	)		(28	)		(104	)		(1,088	)		-			(3,371	)
At December 31, 2016		487			215			6,561			1			12			147			556			132			8,111
Year ended December 31, 2017
Opening net book amount		487			215			6,561			1			12			147			556			132			8,111
Additions		-			1			-			1			-			-			52			214			268
Adjustments arising from change in lease term of leasehold interests in land		13			-			-			-			-			-			-			-			13
Adjustments to project costs		(1	)		39			(40	)		-			-			-			(5	)		4			(3	)
Disposals		-			(7	)		(4	)		-			-			-			(4	)		(10	)		(25	)
Transfers		-			16			147			-			-			-			82			(245	)		-
Depreciation		(14	)		(16	)		(407	)		(1	)		(4	)		(13	)		(167	)		-			(622	)
Exchange difference		-			(1	)		(48	)		-			-			-			(4	)		(2	)		(55	)
Closing net book amount		485			247			6,209			1			8			134			510			93			7,687
At December 31, 2017
Cost		596			381			8,510			7			40			251			1,724			93			11,602
Accumulated depreciation		(111	)		(134	)		(2,301	)		(6	)		(32	)		(117	)		(1,214	)		-			(3,915	)
At December 31, 2017		485			247			6,209			1			8			134			510			93			7,687

Interest expense of US$34 million and US$2 million (Note 8) and other direct costs of US$21 million and US$13 million have been capitalized for the years ended December 31, 2016 and 2017, respectively.

Equipment includes the following amounts where the Group is the lessee under finance leases:

	December 31,
	2016			2017
	US$ in millions
Cost		16			16
Accumulated depreciation		(8	)		(10	)
Net book amount		8			6

F-70

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13. PROPERTY AND EQUIPMENT, NET  (CONTINUED)

The Group leases various equipment under non-cancelable finance lease agreements. The lease terms are between three and five years and ownership of the assets resides with the Group.

The Group received land concessions from the Macao Government to build on the sites on which Sands Macao, The Venetian Macao, The Plaza Macao, Sands Cotai Central and The Parisian Macao are located. The Group does not own these land sites; however, the land concessions, which have an initial term of 25 years and are renewable at the Group’s option, in accordance with Macao laws, grant the Group exclusive use of the land. As specified in the land concessions, the Group is required to pay premiums for each parcel as well as annual rent for the term of the land concessions, which may be revised every five years by the Macao Government. The land lease premiums for all parcels have been fully paid. The finance lease obligations for land are disclosed in Note 25(a).

Other than the land concession for Parcel 3, the Group’s rights arising from its land concessions are collateralized by a first-priority security for the Group’s indebtedness under the 2016 VML Credit Facility (see Note 24). In addition, the Group’s rights over the parcels of land are charged as security to a financial institution for issuing a bank guarantee to the Macao Government to guarantee the annual rent payments.

14. FINANCIAL INSTRUMENTS BY CATEGORY

			December 31,
			2016		2017
	Note		US$ in millions
Financial assets
Loans and receivables:
Trade and other receivables, net		17		302		249
Restricted cash and cash equivalents		18		10		11
Cash and cash equivalents		20		1,284		1,239
Deposits				2		3
Total				1,598		1,502

		December 31,
		2016		2017
Financial liabilities	Note		US$ in millions
Amortized cost:
Trade and other payables	23		1,437		1,272
Borrowings	24		4,374		4,412
Total			5,811		5,684

F-71

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. INTANGIBLE ASSETS, NET

	Computer software
	US$ in millions
At January 1, 2016
Cost		63
Accumulated amortization		(35	)
At January 1, 2016		28
Year ended December 31, 2016
Opening net book amount		28
Additions		18
Disposals		(2	)
Amortization		(9	)
Closing net book amount		35
At December 31, 2016
Cost		79
Accumulated amortization		(44	)
At December 31, 2016		35
Year ended December 31, 2017
Opening net book amount		35
Additions		9
Amortization		(10	)
Closing net book amount		34
At December 31, 2017
Cost		88
Accumulated amortization		(54	)
At December 31, 2017		34

16. DEFERRED INCOME TAX LIABILITIES

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off and when the deferred income taxes relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

F-72

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. DEFERRED INCOME TAX LIABILITIES  (CONTINUED)

The movements of the deferred tax liabilities are as follows:

	Accelerated depreciation allowance			Tax losses			Total
	US$ in millions
At January 1, 2016		(66	)		58			(8	)
Charge for the year		(2	)		(37	)		(39	)
At December 31, 2016		(68	)		21			(47	)
Credit/(charge) for the year		5			(21	)		(16	)
Currency translation differences		1			-			1
At December 31, 2017		(62	)		-			(62	)

Deferred tax assets are recognized for tax loss carryforwards to the extent that realization of the related tax benefit through future taxable profits is probable. The unrecognized deferred income tax assets in respect of losses that can be carried forward against future taxable income and pre-opening expenses are as follows:

	December 31,
	2016		2017
	US$ in millions
Arising from unused tax losses		227		263
Arising from pre-opening expenses		19		9
		246		272

As at December 31, 2016 and 2017, subject to the agreement by tax authorities, out of the total unrecognized tax losses of approximately US$1,839 million and US$2,140 million, respectively, an amount of approximately US$149 million and US$124 million, respectively, can be carried forward indefinitely. The remaining amount of approximately US$1,690 million and US$2,016 million for the years ended December 31, 2016 and 2017, respectively, will expire in one to three years.

F-73

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. TRADE AND OTHER RECEIVABLES AND PREPAYMENTS, NET

			December 31,
			2016			2017
	Note		US$ in millions
Trade receivables				466			348
Less: provision for doubtful trade receivables				(169	)		(111	)
Trade receivables, net		(a)		297			237
Other receivables				5			12
Prepayments				43			36
Deferred rent				61			77
Less: amortization of deferred rent				(32	)		(43	)
provision for doubtful deferred rent				(3	)		(3	)
Prepayments, net				69			67
Trade and other receivables and prepayments, net				371			316
Less: non-current portion:
prepayments				(2	)		(4	)
deferred rent				(17	)		(19	)
				(19	)		(23	)
Current portion				352			293

The trade and other receivables, net of provision for doubtful accounts, are denominated in the following currencies:

	December 31,
	2016		2017
	US$ in millions
HK$		275		210
MOP		26		37
US$		1		2
		302		249

(a) Trade receivables, net

The aging analysis of trade receivables, net of provision for doubtful accounts, is as follows:

	December 31,
	2016		2017
	US$ in millions
0 - 30 days		195		171
31 - 60 days		32		32
61 - 90 days		19		21
Over 90 days		51		13
		297		237

F-74

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. TRADE AND OTHER RECEIVABLES AND PREPAYMENTS, NET  (CONTINUED)

(a) Trade receivables, net  (continued)

The carrying values of trade receivables approximate their fair values at each balance sheet date. The maximum exposure to credit risk is the fair values of trade receivables at each balance sheet date.

Trade receivables mainly consist of casino receivables. The Group extends credit to approved casino customers following background checks and investigations of creditworthiness. Credit is granted to certain gaming promoters on a revolving basis. All gaming promoter credit lines are generally subject to monthly review and regular settlement procedures to evaluate the current status of liquidity and financial health of these gaming promoters. Credit is granted based on the performance and financial background of the gaming promoter and, if applicable, the gaming promoter’s guarantor. The receivables from gaming promoters can be offset against the commissions payable and front money deposits made by the gaming promoters. Absent special approval, the credit period granted to selected premium and mass market players is typically 7–15 days, while for gaming promoters, the receivable is typically repayable within one month following the granting of the credit, subject to terms of the relevant credit agreement. The Group generally does not charge interest for credit granted, but requires a personal check or other acceptable forms of security.

The Group currently has a legally enforceable right to offset the commissions payable and front money deposits against the casino receivables and intends to settle on a net basis. As at December 31, 2016 and 2017, a gross amount of casino receivables after provision for doubtful accounts of US$328 million and US$298 million, respectively, was offset by commissions payable and front money deposits in an aggregate amount of US$105 million and US$148 million, respectively, resulting in net amounts of casino receivables after provision for doubtful accounts of US$223 million and US$150 million, respectively.

There is a concentration of credit risk related to net casino receivables as 44.2% and 45.2% of the casino receivables as at December 31, 2016 and 2017, respectively, were from the top five customers. Other than casino receivables, there is no other concentration of credit risk with respect to trade receivables as the Group has a large number of customers. The Group has policies to mitigate concentration of credit risk (see Note 30(a)(ii)) and believes its provision is adequate.

As at December 31, 2016 and 2017, net trade receivables of approximately US$111 million and US$74 million, respectively, were past due but not impaired. These relate to a number of independent customers that have a good track record with the Group. Extension of the credit period, with terms and conditions subject to special approvals, has been granted to these customers. The aging analysis of these trade receivables that were past due but not impaired based on the original terms is as follows:

	December 31,
	2016		2017
	US$ in millions
Past due 1 - 30 days		32		34
Past due 31 - 60 days		19		21
Past due 61 - 90 days		10		4
Past due over 90 days		50		15
		111		74

F-75

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. TRADE AND OTHER RECEIVABLES AND PREPAYMENTS, NET  (CONTINUED)

(a) Trade receivables, net  (continued)

As at December 31, 2016 and 2017, trade receivables of US$192 million and US$136 million, respectively, were past due and impaired and provided for. The amount of the provision was US$169 million and US$111 million as of December 31, 2016 and 2017, respectively. The receivables mainly relate to casino customers, which are in unexpected difficult economic situations. It was assessed that a portion of the receivables is expected to be recovered and thus not impaired. The aging of these past due receivables is as follows:

	December 31,
	2016		2017
	US$ in millions
Past due 1 - 30 days		-		1
Past due 31 - 60 days		3		14
Past due 61 - 90 days		10		6
Past due over 90 days		179		115
		192		136

The Group maintains an allowance for doubtful accounts and regularly evaluates the balances. The factors the Group considered in determining whether an allowance for doubtful accounts was to be made are disclosed in Note 30(a)(ii).

Movements of provision of doubtful trade receivables are as follows:

	December 31,
	2016			2017
	US$ in millions
At beginning of year		186			169
Provision for doubtful account, net		14			1
Amounts written-off		(31	)		(58	)
Exchange difference		-			(1	)
At end of year		169			111

(b) Other receivables and deferred rent

The carrying values of other receivables approximate their fair values at each balance sheet date, which also represent the Group’s maximum exposure to credit risk as at December 31, 2016 and 2017. The Group holds security deposits, bank guarantees and letters of credit for certain other receivables and deferred rent. Impairment charges of US$4 million and US$3 million related to deferred rent were recorded for the years ended December 31, 2016 and 2017, respectively, and included in “Other expenses and losses” in the consolidated income statement. Amounts are charged to the provision account and generally written off when the recoverability is remote.

F-76

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. RESTRICTED CASH AND CASH EQUIVALENTS

	December 31,
	2016		2017
	US$ in millions
Cash at bank		1		2
Short-term bank deposit		9		9
		10		11

Restricted cash and cash equivalents represent sinking funds set aside to cover the cost of capital expenses, including repairs, renovations, replacements and maintenance of a substantial but infrequent or irregular nature of the Group’s shopping malls. The restricted cash and cash equivalents are denominated in MOP as at December 31, 2016 and 2017.

As at December 31, 2016 and 2017, the effective interest rate on the short-term bank deposit is 0.9% and 0.8%, respectively. The deposit has a maturity of 87 days and 89 days, respectively.

The maximum exposure to credit risk is the carrying amount of restricted cash and cash equivalents at each balance sheet date.

19. INVENTORIES

	December 31,
	2016		2017
	US$ in millions
Food and beverage		7		8
Retail products		2		3
Ferry parts		2		2
General operating supplies and other		3		2
		14		15

As at December 31, 2016 and 2017, all inventories were carried at cost.

20. CASH AND CASH EQUIVALENTS

	December 31,
	2016		2017
	US$ in millions
Cash at bank and on hand		506		512
Short-term bank deposits		778		727
		1,284		1,239

F-77

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

20. CASH AND CASH EQUIVALENTS  (CONTINUED)

The cash and cash equivalents are denominated in the following currencies:

	December 31,
	2016		2017
	US$ in millions
HK$		1,155		1,134
MOP		82		69
US$		14		18
Japanese Yen		18		6
Singapore dollar		10		6
RMB		5		6
		1,284		1,239

As at December 31, 2016 and 2017, the effective interest rates on short-term bank deposits ranged from 0.55% to 1.3% and 0.5% to 1.5%, respectively, per annum. These deposits have maturities ranging from 24 to 89 days and 11 to 62 days, respectively.

The carrying values of cash equivalents are their fair values as at December 31, 2016 and 2017.

The maximum credit exposure of cash and cash equivalents of the Group as at December 31, 2016 and 2017 amounted to US$1,101 million and US$1,011 million, respectively.

21. SHARE CAPITAL

	Ordinary shares of US$0.01 each		US$ in millions
Authorized
At January 1, 2015, December 31, 2015, December 31, 2016 and December 31, 2017		16,000,000,000		160
Issued and fully paid:
At January 1, 2015		8,067,701,545		81
Shares issued upon exercise of share options		1,599,300		-
At December 31, 2015		8,069,300,845		81
Shares issued upon exercise of share options		1,829,400		-
At December 31, 2016		8,071,130,245		81
Shares issued upon exercise of share options		3,287,521		-
At December 31, 2017		8,074,417,766		81

22. RESERVES

The amount of the Group’s reserves and the movements therein for the current and prior years are set out in the consolidated statement of changes in equity.

F-78

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. RESERVES  (CONTINUED)

(i) Capital reserve

The capital reserve represents the combined share premium of Venetian Venture Development Intermediate Limited (“VVDIL”) and Cotai Services (HK) Limited.

(ii) Statutory reserve

The statutory reserve represents amounts set aside from the income statement that are not distributable to Shareholders/quotaholders of the group companies incorporated.

The Macao Commercial Code #432 requires that companies incorporated in Macao that are limited by shares should set aside a minimum of 10% of the company’s profit after taxation to the statutory reserve until the balance of the reserve reaches a level equivalent to 25% of the company’s capital.

For companies incorporated in Macao that are limited by quotas, the Macao Commercial Code #377 requires that a company should set aside a minimum of 25% of the company’s profit after taxation to the statutory reserve until the balance of the reserve reaches a level equivalent to 50% of the company’s capital.

23. TRADE AND OTHER PAYABLES

			December 31,
			2016			2017
	Note		US$ in millions
Trade payables				35			40
Customer deposits and other deferred revenue		4		343			424
Outstanding chips liability		4		483			418
Other tax payables				246			286
Accrued employee benefit expenses				129			137
Construction payables and accruals				268			111
Casino liabilities				32			50
Loyalty program liability		4		45			30
Interest payables				47			5
Payables to related companies - non-trade		28(b)		6			5
Other payables and accruals				115			123
				1,749			1,629
Less: non-current portion				(127	)		(92	)
Current portion				1,622			1,537

Note: Amounts have been adjusted to reflect the implementation of IFRS 15 as discussed in Note 2.

F-79

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

23. TRADE AND OTHER PAYABLES  (CONTINUED)

The monetary trade and other payables are denominated in the following currencies:

	December 31,
	2016		2017
	US$ in millions
HK$		802		805
MOP		583		435
US$		48		30
Other currencies		4		2
		1,437		1,272

The aging analysis of trade payables based on invoice date is as follows:

	December 31,
	2016		2017
	US$ in millions
0-30 days		25		29
31-60 days		5		5
61-90 days		3		3
Over 90 days		2		3
		35		40

24. BORROWINGS

		December 31,
		2016			2017
	Note	US$ in millions
Non-current portion
Bank loans, secured			4,368			4,301
Finance lease liabilities on leasehold interests in land, secured	25		69			127
Other finance lease liabilities, secured	25		5			3
			4,442			4,431
Less: deferred financing costs			(94	)		(73	)
			4,348			4,358
Current portion
Bank loans, secured			20			47
Finance lease liabilities on leasehold interests in land, secured	25		3			5
Other finance lease liabilities, secured	25		3			2
			26			54
Total borrowings			4,374			4,412

F-80

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24. BORROWINGS  (CONTINUED)

The Group’s borrowings are denominated in the following currencies:

	December 31,
	2016		2017
	US$ in millions
HK$		1,957		1,944
US$		1,701		1,696
MOP		716		772
		4,374		4,412

The maturities of bank loans are as follows:

	December 31,
	2016		2017
	US$ in millions
Repayable within 1 year		20		47
Repayable over 1 year but not exceeding 2 years		47		110
Repayable over 2 years but not exceeding 5 years		2,056		4,191
Repayable over 5 years		2,265		-
		4,388		4,348

The amounts due are based on the scheduled repayment dates set out in the loan agreement.

The estimated fair value of the Group’s bank loans as at December 31, 2016 and 2017 was approximately US$4.32 billion and US$4.30 billion, respectively.

2016 VML Credit Facility

On September 22, 2011, two subsidiaries of the Group, VML US Finance LLC (“VMLF”), a wholly owned subsidiary (the “Borrower”), and Venetian Macau Limited (“VML”), a wholly owned subsidiary, and certain other subsidiaries within the Group (collectively, the “Guarantors”), entered into a credit agreement (“2011 VML Credit Facility”), which provided for up to US$3.7 billion (or the equivalent in HK$ or MOP) and consisted of a US$3.2 billion term loan (the “2011 VML Term Facility”) that was fully drawn on November 15, 2011, and a US$500 million revolving facility (the “2011 VML Revolving Facility”), that was available until October 15, 2016. Borrowings under the facility were used to repay outstanding indebtedness under previous credit facilities and would be used for working capital requirements and general corporate purposes, including for the development, construction and completion of certain components of Sands Cotai Central.

During March 2014, the Group amended its 2011 VML Credit Facility to, among other things, modify certain financial covenants, as discussed further below. In addition to the amendment, certain lenders extended the maturity of US$2.39 billion in aggregate principal amount of the 2011 VML Term Facility to March 31, 2020 (the “Extended 2011 VML Term Facility”), and, together with new lenders, provided US$2.0 billion in aggregate principal amount of revolving loan commitments (the “Extended 2011 VML Revolving Facility”). A portion of the revolving proceeds was used to pay down the US$820 million in aggregate principal balance of the 2011 VML Term Facility loans that were

F-81

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24. BORROWINGS  (CONTINUED)

2016 VML Credit Facility  (continued)

not extended. Borrowings under the Extended 2011 VML Revolving Facility were used to fund the development, construction and completion of Sands Cotai Central and The Parisian Macao, and for working capital requirements and general corporate purposes.

In April 2015, the Group entered into a joinder agreement (the “Joinder Agreement”) to the 2011 VML Credit Facility. Under the Joinder Agreement, certain lenders agreed to provide term loan commitments of US$1.0 billion (the “2011 VML Accordion Term”), which was funded on April 30, 2015 (the “Joinder Funding Date”).

During June 2016, the Group entered into an agreement (the “VML Amendment Agreement”) to amend its 2011 VML Credit Facility to, among other things, extend the maturity of a portion of the then existing term loans, modify the scheduled amortization payment dates of such term loans and obtain new term loan commitments (as so amended and restated, the “Restated VML Credit Agreement”). The Restated VML Credit Agreement became effective on August 31, 2016, upon satisfaction of all closing conditions (the “Restatement Date”). Pursuant to the Restated VML Credit Agreement and as at the Restatement Date, certain lenders extended the maturity of existing term loans (the “Extended Initial VML Term Loans”) to May 31, 2022, the balance of which is US$3.12 billion in aggregate principal amount consisting of US$2.12 billion related to the Extended 2011 VML Term Facility and US$1.0 billion related to the 2011 VML Accordion Term. In addition, certain lenders provided US$1.0 billion in aggregate principal amount of new term loan commitments with a maturity date of May 31, 2022 (the “New VML Term Loans”, and together with the Extended Initial VML Term Loans, the “2016 VML Term Loans,” an aggregate principal amount of US$4.12 billion). The terms and the maturity dates of the balance of the term loans under the 2011 VML Credit Facility that are not 2016 VML Term Loans (the “2016 Non-Extended VML Term Loans”), in the amount of US$269 million and the US$2.0 billion Extended 2011 VML Revolving Facility remain unchanged (the “2016 VML Revolving Facility,” and together with the 2016 VML Term Loans and the 2016 Non-Extended VML Term Loans, the “2016 VML Credit Facility”). Borrowings under the 2016 VML Term Loans will be used for working capital requirements and general corporate purposes, including to make any investment or payment not specifically prohibited by the terms of the loan documents. The Group recorded a US$1 million loss on modification of debt during the year ended December 31, 2016, in connection with the VML Amendment Agreement. As at December 31, 2015, 2016 and 2017, the Group had US$2.0 billion of available borrowing capacity under the 2016 VML Revolving Facility. Subsequent to year ended December 31, 2017, the Group borrowed US$746 million and repaid US$249 million under the 2016 VML Revolving Facility.

The indebtedness under the 2016 VML Credit Facility is guaranteed by VML, VCL, VOL and certain of the Group’s other foreign subsidiaries (collectively, the “2016 VML Guarantors”). The obligations under the 2016 VML Credit Facility are collateralized by a first-priority security interest in substantially all of the Borrower’s and the 2016 VML Guarantors’ assets, other than (1) capital stock and similar ownership interests, (2) certain furniture, fixtures, fittings and equipment and (3) certain other excluded assets. The aggregate net book value of the property and equipment, investment properties and intangible assets pledged as at December 31, 2015, 2016 and 2017 was US$7.04 billion, US$6.71 billion and US$6.48 billion, respectively.

Commencing with the quarterly period ending March 31, 2020, and at the end of each subsequent quarter through December 31, 2020, the Restated VML Credit Agreement requires the Borrower to repay the outstanding 2016 VML Term Loans on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as at the Restatement Date. For the quarterly periods ending on March 31 through June 30, 2021, the Borrower is required to

F-82

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24. BORROWINGS  (CONTINUED)

2016 VML Credit Facility  (continued)

repay the outstanding 2016 VML Term Loans on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as at the Restatement Date. For the quarterly periods ending on September 30 through December 31, 2021, the Borrower is required to repay the outstanding 2016 VML Term Loans on a pro rata basis in an amount equal to 12.5% of the aggregate principal amount outstanding as at the Restatement Date. For the quarterly period ending on March 31, 2022, the Borrower is required to repay the outstanding 2016 VML Term Loans on a pro rata basis in an amount equal to 20.0% of the aggregate principal amount outstanding as at the Restatement Date. The remaining balance on the 2016 VML Term Loans is due on the maturity date.

Commencing with the quarterly period ending June 30, 2017, and at the end of each subsequent quarter through March 31, 2018, the Restated VML Credit Agreement requires the Borrower to repay the outstanding 2016 Non-Extended VML Term Loans on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as at the Restatement Date. For the quarterly periods ending on June 30, 2018, through March 31, 2019, the Borrower is required to repay the outstanding 2016 Non-Extended VML Term Loans on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as at the Restatement Date. For the quarterly periods ending on June 30 through December 31, 2019, the Borrower is required to repay the outstanding 2016 Non-Extended VML Term Loans on a pro rata basis in an amount equal to 12.0% of the aggregate principal amount outstanding as at the Restatement Date. The remaining balance on the 2016 Non-Extended VML Term Loans is due on the maturity date, March 31, 2020. The 2016 VML Revolving Facility has no interim amortization payments and matures on March 31, 2020.

The 2016 VML Term Loans and the 2016 Non-Extended VML Term Loans both bear interest, at the Group’s option, at either the adjusted Eurodollar rate or Hong Kong Interbank Offered Rate (“HIBOR”), plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the consolidated total leverage ratio as set forth in the Restated VML Credit Agreement. The credit spread ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate (interest set at 3.3% and 2.9% for loans accruing interest at an adjusted Eurodollar and HIBOR rate, respectively, as at December 31, 2017). The Borrower will also pay standby fees of 0.5% per annum on the undrawn amounts under the 2016 VML Revolving Facility. The weighted average interest rate on the 2016 VML Credit Facility was 1.6%, 2.1% and 2.6% for the years ended December 31, 2015, 2016 and 2017, respectively.

The 2016 VML Credit Facility, as amended, contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, loans and guarantees, investments, acquisitions and asset sales, restricted payments and other distributions, affiliate transactions, and use of proceeds from the facility. The 2016 VML Credit Facility also requires the Borrower and VML to comply with financial covenants, including maximum ratios of total indebtedness to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined in the 2016 VML Credit Facility (the “Credit Facility Adjusted EBITDA”) and minimum ratios of the Credit Facility Adjusted EBITDA to net interest expense. The maximum leverage ratio, as amended, is 3.5:1.0 for the quarterly periods ended December 31, 2017 through maturity. The minimum interest coverage ratio, as amended, is 2.5:1.0 for the quarterly periods ended December 31, 2017 through maturity. Based on the actual leverage ratio and the actual interest coverage ratio as at December 31, 2017, there were no material net assets of the 2016 VML Guarantors restricted from being distributed under the terms of the 2016 VML Credit Facility. The 2016 VML Credit Facility also contains events of default customary for such financings.

F-83

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24. BORROWINGS  (CONTINUED)

Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non- cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.

						Non-cash changes
	Balance at January 1, 2017		Financing cash flows(i)			Accruals		Foreign exchange movement			True-up adjustment			Adjustment arising from change in lease term of leasehold interests in land			Balance at December 31, 2017
	US$ in millions
Bank loans		4,388		(19	)		-		(21	)		-			-			4,348
Finance lease liabilities on leasehold interests in land		72		(2	)		-		-			(1	)		63			132
Other finance lease liabilities		8		(3	)		-		-			-			-			5
Interest payables		47		(128	)		134		-			-			(48	)		5
Dividend payables		-		(2,067	)		2,069		(2	)		-			-			-
		4,515		(2,219	)		2,203		(23	)		(1	)		15			4,490

(i) The cash flows from bank loans make up the net amount of proceeds from bank loans and repayments of bank loans in the statement of cash flows.

25. FINANCE LEASE LIABILITIES

The Group is a lessee under finance leases for land and equipment.

Lease liabilities are effectively secured as the rights of the leased assets will revert to the lessor in the event of default.

(a) The future minimum lease payments (including interest) and the present value of the minimum lease payments under finance lease obligations for land are as follows:

	December 31,
	2016			2017
	US$ in millions
Minimum finance lease payments:
No later than 1 year		5			5
Later than 1 year and no later than 2 years		5			5
Later than 2 years and no later than 5 years		16			16
Later than 5 years		211			318
		237			344
Future finance charges on finance lease obligations		(165	)		(212	)
Present value of finance lease liabilities		72			132
Present value of minimum finance lease payments:
No later than 1 year		3			5
Later than 1 year and no later than 2 years		3			5
Later than 2 years and no later than 5 years		9			13
Later than 5 years		57			109
		72			132

F-84

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

25. FINANCE LEASE LIABILITIES  (CONTINUED)

(b) The future minimum lease payments (including interest) and the present value of the minimum lease payments under finance lease obligations for equipment are as follows:

	December 31,
	2016		2017
	US$ in millions
Minimum finance lease payments:
No later than 1 year		3		2
Later than 1 year and no later than 2 years		2		1
Later than 2 years and no later than 5 years		3		2
		8		5
Present value of minimum finance lease payments:
No later than 1 year		3		2
Later than 1 year and no later than 2 years		2		1
Later than 2 years and no later than 5 years		3		2
		8		5

26. NOTE TO CONSOLIDATED STATEMENT OF CASH FLOWS

Cash generated from operations is as follows:

	Year ended December 31,
	2015			2016			2017
	US$ in millions
Profit before income tax		1,470			1,268			1,625
Adjustments for:
Interest income		(11	)		(3	)		(5	)
Interest and other finance costs		40			65			132
Depreciation and amortization		535			611			676
Amortization of deferred financing costs		20			21			21
Amortization of deferred rent		8			10			15
Amortization of other assets		3			3			3
Loss on disposal of property and equipment, investment properties and intangible assets		20			12			12
Loss on modification or early retirement of debt		-			1			-
Provision for doubtful accounts, net		17			18			4
Share-based compensation expense, net of amounts capitalized		20			14			12
Net foreign exchange (gains)/losses		(1	)		1			11
Changes in working capital:
Other assets		(4	)		(8	)		(1	)
Inventories		2			(2	)		(1	)
Trade and other receivables and prepayments		114			120			37
Trade and other payables		(260	)		221			91
Cash generated from operations		1,973			2,352			2,632

F-85

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. OPERATING LEASE ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES

(a) Operating lease arrangements

(i) The Group as the lessee

The Group had future aggregate minimum lease payments under non-cancelable operating leases for property and equipment as follows:

	December 31,
	2015		2016		2017
	US$ in millions
No later than 1 year		3		2		4
Later than 1 year and no later than 5 years		-		-		2
		3		2		6

(ii) The Group as the lessor/grantor of the right of use

The future aggregate minimum lease/base fee receivables under non-cancelable agreements are as follows:

	December 31,
	2015		2016		2017
	US$ in millions
No later than 1 year		312		360		344
Later than 1 year and no later than 5 years		698		815		727
Later than 5 years		217		146		52
		1,227		1,321		1,123

Turnover fees earned during the years ended December 31, 2015, 2016 and 2017 were US$38 million, US$18 million and US$28 million, respectively.

(b) Capital commitments

Property and equipment commitments not provided for are as follows:

	December 31,
	2015		2016		2017
	US$ in millions
Contracted but not provided for		869		265		201

(c) Litigation

The Group has contingent liabilities arising in the ordinary course of business. Management has made 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 the Group’s financial condition, results of operations or cash flows.

(d) Concession and Subconcession

On June 26, 2002, the Macao Government granted a concession to operate casinos in Macao through June 26, 2022, subject to certain qualifications, to Galaxy, a consortium of Macao and Hong Kong-based investors.

F-86

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. OPERATING LEASE ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES  (CONTINUED)

(d) Concession and Subconcession  (continued)

During December 2002, VML and Galaxy entered into a subconcession agreement that was recognized and approved by the Macao Government and allows VML to develop and operate casino projects, including The Venetian Macao, Sands Cotai Central, The Parisian Macao, The Plaza Macao and Sands Macao, separately from Galaxy. Beginning on December 26, 2017, the Macao Government may redeem the subconcession agreement by providing the Group at least one year’s prior notice.

Under the subconcession, the Group is obligated to pay to the Macao Government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed portion of the premium is equal to MOP30 million (approximately US$4 million at the exchange rate in effect on December 31, 2017). The variable portion is equal to MOP300,000 per gaming table reserved exclusively for certain kinds of games or players, MOP150,000 per gaming table not so reserved and MOP1,000 per electrical or mechanical gaming machine, including slot machines (approximately US$37,266, US$18,633 and US$124, respectively, at the exchange rate in effect on December 31, 2017), subject to a minimum of MOP45 million (approximately US$6 million at the exchange rate in effect on December 31, 2017). The Group is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Group must also contribute 4% of its gross gaming revenue to utilities designated by the Macao Government, a portion of which must be used for promotion of tourism in Macao. Based on the number and types of gaming tables employed and gaming machines in operation as at December 31, 2015, the Group was obligated under its subconcession to make minimum future payments of approximately US$40 million in each of the next five years and approximately US$59 million thereafter. Based on the number and types of gaming tables employed and gaming machines in operation as at December 31, 2016, the Group was obligated under its subconcession to make minimum future payments of approximately US$41 million in each of the next five years and approximately US$21 million thereafter. Based on the number and types of gaming tables employed and gaming machines in operation as at December 31, 2017, the Group was obligated under its subconcession to make minimum future payments of approximately US$41 million in each of the next four years and approximately US$21 million thereafter.

(e) Construction labor

The Group, in the past, has utilized an imported construction labor quota granted to it and its appointed construction manager, Hsin Chong Engineering (Macau) Limited, by the Human Resources Office of the Macao Government for purposes of completing outstanding areas within Sands Cotai Central (including the St. Regis tower) and The Parisian Macao project and for additions and alterations work in The Venetian Macao, The Plaza Macao and Sands Cotai Central (the “Group Quota”). Following the completion of the St. Regis tower and The Parisian Macao projects, the Group Quota is now held exclusively by the Group. The Group Quota covers the importation of overseas staff and workers that represents only part of the imported staff and labor required to complete the construction work. The remainder of the imported staff and labor are covered by separate quotas awarded by the Human Resources Office of the Macao Government directly to the various construction companies contracted by the Group for the construction work (the “Contractor Quota”).

The Group is primarily liable for all employer costs associated with persons employed under the Group Quota. In the past, such employees are managed and supervised by the Group’s contractors. The contractors utilizing the Group Quota are contractually obligated to pay all employer costs and to indemnify the Group for any costs they may incur as a result of the persons employed. In addition, the Group has the right of recovering such costs they

F-87

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. OPERATING LEASE ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES  (CONTINUED)

(e) Construction labor  (continued)

may incur against any amounts due to the contractors. The Group, however, may still have a contingency for the payments to the construction labor if the contractors fail to pay the salaries and the Group is unable to fully recover the amounts due to the construction labor from the contractors. As at December 31, 2017, the Group continues to employ imported staff and labor under the Group Quota.

The Group is not directly liable for employer costs associated with staff and labor imported by contractors under the Contractor Quota.

28. RELATED PARTY TRANSACTIONS

For the purposes of these consolidated financial statements, parties are considered to be related to the Group if the party has the ability, directly or indirectly, to exercise significant influence over the Group in making financial and operating decisions, or vice versa. Related parties may be individuals (being members of key management personnel, significant Shareholders and/or their close family members) or other entities, and include entities which are under the significant influence of related parties of the Group where those parties are individuals. The Group’s immediate holding company is VVDI (II). LVS is the Group’s ultimate holding company. Related companies represent the group companies of the LVS Group.

Save as disclosed elsewhere in the consolidated financial statements, the Group had the following transactions with related parties during the year:

(a) Transactions during the year

(i) Management fee income

	Year ended December 31,
	2015		2016		2017
	US$ in millions
LVS		2		1		1
Intermediate holding companies		-		2		1
Fellow subsidiaries		3		3		3
		5		6		5

Management services are provided by the Group to LVS Group companies. These services include, but are not limited to, accounting services, information technology support, sourcing of goods and services, and design, development and construction consultancy services. Management fees are charged at actual costs incurred or on a cost-plus basis.

F-88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

28. RELATED PARTY TRANSACTIONS  (CONTINUED)

(a) Transactions during the year  (continued)

(ii) Management fee expense

	Year ended December 31,
	2015		2016		2017
	US$ in millions
LVS		23		16		14
Fellow subsidiaries		14		10		6
		37		26		20

Management services are provided by LVS Group companies. These services include, but are not limited to, human resources support, accounting services, sourcing of goods and services, sourcing of tenants for the malls, transportation services, other various types of marketing and promotion activities for the Group, and design, development and construction consultancy services. Management fees are charged at actual costs incurred or on a cost-plus basis.

Management fee expense disclosed below can be reconciled to the management fees as disclosed in Note 5(a), Note 5(b) and Note 7(a)(i) as follows:

			Year ended December 31,
			2015			2016			2017
	Note		US$ in millions
Total management fees disclosed in “Related party transactions”				37			26			20
Less: amounts capitalized as “Construction-in-progress”				(4	)		(1	)		-
Net amounts expensed in the consolidated income statement				33			25			20
Represented by management fees presented within:
Segment information - Corporate expense		5(a)		13			6			6
Segment information - Pre-opening expense		5(b)		4			4			1
Other operating and administrative departments				16			15			13
				33			25			20
Reconciled to management fees presented with “Other expenses and losses” as below:
Net management fees charged by related parties and expensed through the consolidated income statement				33			25			20
Management fees charged by third parties				21			21			22
Total management fees expensed		7(a)(i)		54			46			42

F-89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

28. RELATED PARTY TRANSACTIONS  (CONTINUED)

(a) Transactions during the year  (continued)

(iii) Expenses billed to/paid by other LVS group companies

During the year, the Group incurred certain expenses on behalf of other LVS group companies, or vice versa. The Group charged/reimbursed other LVS group companies for these expenses at cost.

(iv) Key management personnel remuneration

No transactions have been entered into with the Directors of the Company (being the key management personnel) during the years ended December 31, 2015, 2016 and 2017 other than the emoluments paid to them (being the key management personnel remuneration) as disclosed in Note 6.

(v) Royalty fees

In November 2009, the Group entered into an agreement with Las Vegas Sands, LLC (“LVS LLC”), an intermediate holding company incorporated in the United States of America, for the use of the trademarks and other intellectual property rights as defined in the agreement. For each of the full fiscal years through the full fiscal year ended December 31, 2012, the Group was required to pay LVS LLC an annual royalty in the amount of 1.5% of non-gaming revenue and Paiza-related gaming revenue of the Sands Macao, 1.5% of all revenue of The Venetian Macao, and 1.5% of all gaming revenue of the Plaza Casino at The Plaza Macao (the “Relevant Royalty”), provided that the total royalty payable in connection with these three properties in each fiscal year was capped at US$20 million per full fiscal year. For each of the subsequent full fiscal years through the full fiscal year ending December 31, 2022, the Group is required to pay an annual royalty being the lesser of the Relevant Royalty or the annual caps reflecting an increase of 20.0% for each subsequent year. Each subsequent Casino Gaming property that the Group operates which utilizes any of the licensed marks in connection with generating the relevant revenue will pay for each of the first three fiscal calendar years after commencement of operations of each subsequent property, a royalty fee of 1.5% of the respective gross revenues of the operations in connection with which such licensed marks are used (each, the “Subsequent Casino Gaming Property Royalty”), subject to a US$20 million cap per fiscal year. For the fiscal calendar years thereafter until expiration of the initial term, the Group will pay LVS LLC an annual royalty being the lesser of the Subsequent Casino Gaming Property Royalty or the annual caps reflecting an increase of 20.0% for each subsequent year. After the commencement of the operation of Sands Cotai Central and The Parisian Macao in April 2012 and September 2016 respectively, the Group is required to pay royalty fees in connection with these properties. During the years ended December 31, 2015, 2016 and 2017, the Group incurred US$55 million, US$73 million and US$98 million of royalty fees, respectively.

(vi) Share-based compensation

The Group participates in the share-based compensation plan of LVS (Notes 6 and 29).

F-90

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

28. RELATED PARTY TRANSACTIONS  (CONTINUED)

(b) Year-end balances between the Group and related companies

			December 31,
			2016		2017
	Note		US$ in millions
Payables to related companies:
LVS				4		2
Intermediate holding company				2		3
		23		6		5

The credit period on the payables to related companies is 45 days. The payables are unsecured and interest-free.

29. SHARE-BASED COMPENSATION

(a) Share options of the Company

The Company adopted the Equity Award Plan in November 2009 for grants of options to purchase ordinary shares of the Company. The purpose of the Equity Award Plan is to give the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide the Company with a share plan providing incentives directly related to increases in its Shareholder value. Subject to certain criteria as defined in the Equity Award Plan, the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the Equity Award Plan. The Equity Award Plan provides for an aggregate of 804,786,508 shares of the Company’s ordinary shares to be available for awards, representing 10% of the outstanding shares upon completion of the Global Offering. The Equity Award Plan has a term of ten years and no further awards may be granted after the expiration of the term. The Company’s Remuneration Committee may grant awards of share options, share appreciation rights, restricted share awards, restricted share units, share bonus awards, performance compensation awards or any combination of the foregoing. As at December 31, 2017, there were 729,981,851 shares available for grant under the Equity Award Plan.

Share option awards are granted with an exercise price not less than (i) the closing price of the Company’s ordinary shares on the date of grant or (ii) the average closing price of the Company’s ordinary shares for the five business days immediately preceding the date of grant. The outstanding share options generally vest over four years and have ten-year contractual terms. Compensation cost for all share option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on an accelerated granted attribution approach over the awards’ respective requisite service periods. The Company estimates the fair value of share options using the Black-Scholes option-pricing model. Expected volatilities are based on the Company’s historical volatility for a period equal to the expected life of the share options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the share option is based on the Hong Kong Government Bond rate in effect at the time of the grant for share options granted subsequent to March 31, 2015 and based on the Hong Kong Exchange Fund Note rate in effect at the time of the grant for share options granted on or before March 31, 2015. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. The Group has no legal or constructive obligation to repurchase or settle the options in cash.

F-91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. SHARE-BASED COMPENSATION  (CONTINUED)

(a) Share options of the Company  (continued)

A summary of the share option activity for the Company’s Equity Award Plan is presented below:

	Year ended December 31,
	2015					2016					2017
	Number of options ’000			Weighted average exercise price US$		Number of options ’000			Weighted average exercise price US$		Number of options ’000			Weighted average exercise price US$
Outstanding at January 1		23,250			5.50		25,474			5.17		38,185			4.48
Granted		6,744			3.92		18,407			3.56		17,364			4.23
Exercised		(1,599	)		2.21		(1,829	)		3.06		(3,287	)		3.61
Forfeited		(2,921	)		6.49		(3,867	)		5.38		(4,010	)		5.20
Outstanding at December 31		25,474			5.17		38,185			4.48		48,252			4.39
Exercisable at December 31		9,062			4.47		11,285			5.07		14,608			5.02

The weighted average share price at the date of exercise for share options exercised during the years ended December 31, 2015, 2016 and 2017 was US$4.25, US$4.18 and US$4.74, respectively.

The range of exercise prices and the weighted average remaining contractual life of the above share options outstanding as at the dates indicated are as follows:

	December 31,
	2015				2016				2017
Range of exercise prices	Number of options outstanding		Weighted average remaining contractual life		Number of options outstanding		Weighted average remaining contractual life		Number of options outstanding		Weighted average remaining contractual life
US$	‘000		(years)		‘000		(years)		‘000		(years)
1.01 - 2.00		1,352		4.36		893		3.30		893		2.30
2.01 - 3.00		1,459		5.63		1,085		4.67		470		3.74
3.01 - 4.00		6,838		8.46		22,624		8.75		19,311		7.79
4.01 - 5.00		5,195		8.33		4,715		7.62		20,108		8.76
5.01 - 6.00		592		7.82		592		6.82		592		5.82
6.01 - 7.00		2,629		8.43		2,006		7.55		1,868		6.56
7.01 - 8.00		4,573		8.27		3,637		7.27		2,972		6.28
8.01 - 9.00		2,836		8.21		2,633		7.21		2,038		6.21
		25,474		7.97		38,185		8.03		48,252		7.82

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year ended December 31,
	2015		2016		2017
Expected volatility		40.4%		40.8%		36.9%
Expected life (years)		4.0		4.4		4.4
Risk-free annual interest rate		0.7%		1.2%		1.3%
Expected dividends		5.6%		5.5%		6.6%
Weighted average share price at the date of grant (US$)		3.86		3.50		4.23
Weighted average exercise price (US$)		3.92		3.56		4.23
Weighted average fair value of each share option granted by the Company (US$)		0.76		0.73		0.71

F-92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. SHARE-BASED COMPENSATION  (CONTINUED)

(b) Restricted share units of the Company

The grant date fair value of restricted share units is the share price of the ordinary shares of the Company at the respective grant date. The number of unvested equity-settled restricted share units represents the number of ordinary shares of the Company to be given to the employees upon vesting.

Summaries of the unvested restricted share units under the Company’s Equity Award Plan are presented below:

	Year ended December 31,
	2015					2016					2017
	Number of restricted share units ’000			Weighted average grant date fair value US$		Number of restricted share units ’000			Weighted average grant date fair value US$		Number of restricted share units ’000			Weighted average grant date fair value US$
Equity-settled
Unvested at January 1		2,971			6.66		1,402			7.29		852			7.51
Granted		119			4.90		-			-		-			-
Modified to cash-settled		(1,604	)		5.94		(284	)		7.13		(852	)		7.51
Forfeited		(84	)		7.37		(266	)		6.76		-			-
Unvested at December 31		1,402			7.29		852			7.51		-			-

	Year ended December 31,
	2015					2016					2017
	Number of restricted share units ’000			Weighted average grant date fair value US$		Number of restricted share units ’000			Weighted average grant date fair value US$		Number of restricted share units ’000			Weighted average grant date fair value US$
Cash-settled
Unvested at January 1		-			-		798			5.89		236			7.13
Modified from equity-settled		1,604			5.94		284			7.13		852			7.51
Vested		(806	)		5.99		(846	)		5.96		(236	)		7.13
Unvested at December 31		798			5.89		236			7.13		852			7.51

As a result of the Company cash-settling and planning to cash-settle certain future unvested restricted share units on their vesting dates, 1,603,849 outstanding restricted share units, 284,103 outstanding restricted share units and 852,000 outstanding restricted share units under the Equity Award Plan were modified from equity awards to cash-settled liability awards during the years ended December 31, 2015, 2016 and 2017, respectively. The modification affected four, one and four employees during the years ended December 31, 2015, 2016 and 2017, respectively, and resulted in no additional compensation expense. The fair value of these awards is remeasured each reporting period until the vesting dates. Upon settlement, the Group will pay the grantees an amount in cash calculated based on the higher of (i) the closing price of the Company’s shares on the vesting date, and (ii) the average closing price of the Company’s shares for the five trading days immediately preceding the vesting date. If the vesting date is not a trading day, the trading day immediately preceding the vesting date shall be considered as the vesting date. During the years ended December 31, 2015, 2016 and 2017, the Company paid US$3 million, US$1 million and US$3 million to settle vested restricted share units that were previously classified as equity awards. The accrued liability associated with these cash-settled restricted share units was US$2 million, US$3 million and US$4 million as at December 31, 2015, 2016 and 2017. For the year ended December 31, 2015 and 2016, fair value gain of US$1 million and fair value loss of US$1 million on remeasurement of the liability

F-93

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. SHARE-BASED COMPENSATION  (CONTINUED)

(b) Restricted share units of the Company  (continued)

was recognized in the consolidated financial statements, respectively. For the year ended December 31, 2017, no fair value gain or loss on remeasurement of the liability was recognized in the consolidated financial statements.

(c) Share options of LVS

The Group participates in the equity-settled share-based compensation plan of LVS and is a party to a nonqualified share option plan, the 2004 Plan, which is described below. The plan provides for the granting of share options pursuant to the applicable provisions of the Internal Revenue Code and regulations in the United States of America.

LVS adopted the 2004 Plan, to which the Group is a party, for grants of options to purchase its common shares. The purpose of the 2004 Plan is to give LVS and its subsidiaries (collectively the “LVS Group”) a competitive edge in attracting, retaining, and motivating employees, directors and consultants and to provide the LVS Group with a share plan providing incentives directly related to increases in its shareholder value. Any of the LVS Group’s employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan provides for an aggregate of 26,344,000 shares of LVS’ common shares to be available for awards. The 2004 Plan originally had a term of ten years, but in June 2014, the LVS’ board of directors approved an amendment to the 2004 Plan, extending the term to December 2019. LVS’ compensation committee may grant awards of nonqualified share options, incentive (qualified) share options, share appreciation rights, restricted share awards, restricted share units, share bonus awards, performance compensation awards or any combination of the foregoing. As at December 31, 2017, there were 3,601,138 shares available for grant under the 2004 Plan.

Share option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of LVS’ share on the date of grant. The outstanding share options generally vest over four years and have ten-year contractual terms. Compensation cost for all share option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on an accelerated granted attribution approach over the awards’ respective requisite service periods. LVS estimates the fair value of share options using the Black-Scholes option-pricing model. Expected volatilities are based on LVS’ historical volatility for a period equal to the expected life of the share options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the share options is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. LVS has no legal or constructive obligation to repurchase or settle the options in cash.

For the purpose of financial reporting of the Group, share-based compensation expense arising from the granting of share options by LVS to the Directors and employees of the Group, to the extent of services rendered to the Group, is deemed to have been allocated to the Group as its expense with the corresponding increase in the share option reserve under equity in the relevant companies comprising the Group.

F-94

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. SHARE-BASED COMPENSATION  (CONTINUED)

(c) Share options of LVS  (continued)

A summary of the share option activity for the 2004 Plan operated by LVS is presented below:

	Year ended December 31,
	2015					2016					2017
	Number of options ’000			Weighted average exercise price US$		Number of options ’000			Weighted average exercise price US$		Number of options ’000			Weighted average exercise price US$
Outstanding at January 1		497			70.39		547			70.33		357			71.20
Granted		-			-		-			-		34			63.13
Transfer-in(i)		77			61.58		-			-		-			-
Exercised		(13	)		13.83		(3	)		36.55		(34	)		51.09
Transfer-out(i)		-			-		(47	)		59.51		(12	)		22.90
Expired		(14	)		78.72		(140	)		72.51		(147	)		75.93
Outstanding at December 31		547			70.33		357			71.20		198			72.83
Exercisable at December 31		505			70.96		335			71.63		164			74.83

(i) Transfer-in and transfer-out represent movement of options owned by grantees who transferred from other subsidiaries of LVS to the Group, or vice versa.

The fair value of each option grant under the 2004 Plan was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year ended December 31,
	2015		2016		2017
Expected volatility		-		-		25.4%
Expected life (years)		-		-		5.0
Risk-free annual interest rate		-		-		2.0%
Dividend yield		-		-		4.6%
Weighted average share price (US$)		-		-		63.13
Weighted average exercise price (US$)		-		-		63.13
Weighted average fair value of each share option granted by LVS (US$)		-		-		8.82

The range of exercise prices and the weighted average remaining contractual life of the above share options outstanding as at the dates indicated are as follows:

	December 31,
	2015				2016				2017
Range of exercise prices US$	Number of options outstanding ‘000		Weighted average remaining contractual life (years)		Number of options outstanding ‘000		Weighted average remaining contractual life (years)		Number of options outstanding ‘000		Weighted average remaining contractual life (years)
20.01 - 30.00		31		4.40		24		3.38		-		-
30.01 - 40.00		10		0.92		-		-		-		-
40.01 - 50.00		10		0.12		-		-		-		-
50.01 - 60.00		24		6.28		-		-		-		-
60.01 - 70.00		134		3.52		102		2.90		96		3.62
70.01 - 80.00		187		1.27		103		0.37		-		-
80.01 - 90.00		136		2.23		118		1.22		102		0.22
90.01 - 100.00		5		1.65		5		0.65		-		-
110.01 - 120.00		10		1.86		5		0.86		-		-
		547		2.44		357		1.59		198		1.87

F-95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. SHARE-BASED COMPENSATION  (CONTINUED)

(c) Share options of LVS  (continued)

Options exercised during the years ended December 31, 2015, 2016 and 2017 resulted in 13,400 shares, 3,300 shares and 34,475 shares of LVS, respectively, being issued at a weighted average price of US$13.83, US$36.55 and US$51.09, respectively. The related weighted average share price at the time of exercise was US$57.96, US$49.96 and US$69.08 during the year, respectively.

(d) Restricted shares and Units of LVS

Grant date fair value of the restricted shares and units is the share price of the ordinary shares of LVS at the respective grant date. The number of unvested restricted shares and units represents the number of ordinary shares of LVS to be given to the employees upon vesting.

A summary of the unvested restricted shares and units under the 2004 Plan operated by LVS is presented below:

	Year ended December 31,
	2015					2016					2017
	Number of restricted shares and units ’000			Weighted average grant date fair value US$		Number of restricted shares and units ’000			Weighted average grant date fair value US$		Number of restricted shares and units ’000			Weighted average grant date fair value US$
Unvested at January 1		13			56.30		46			62.73		35			64.78
Granted		1			54.99		-			-		-			-
Transfer-in(i)		35			64.78		-			-		-			-
Vested		(1	)		76.18		(11	)		56.07		(35	)		64.78
Forfeited		(2	)		47.14		-			-		-			-
Unvested at December 31		46			62.73		35			64.78		-			-

(i) Transfer-in and transfer-out represent movement of restricted shares held by grantees who transferred from other subsidiaries of LVS to the Group, or vice versa.

30. FINANCIAL RISK MANAGEMENT

(a) Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall financial risk management program, mainly carried out by a central treasury department and approved by the Board of Directors, focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

(i) Market risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates.

Interest rate risk

The Group’s primary exposure to market risk is interest rate risk associated with its long-term borrowings, which are all issued at variable rates. However, management monitors interest rate exposures and will consider hedging significant interest rate risk should the need arise. During the years ended December 31, 2015, 2016 and 2017, the Group’s borrowings at variable rates were denominated in US$, HK$ and MOP.

As at December 31, 2015, 2016 and 2017, if interest rates on US$-denominated borrowings had been 50 basis-points higher/ lower with all other variables held constant, pre-tax profit for the year would have been lower/higher by US$7 million, US$9 million and US$9 million, respectively. As at December 31, 2015, 2016 and 2017, if interest rates on HK$-denominated borrowings had been 50 basis-points higher/

F-96

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. FINANCIAL RISK MANAGEMENT  (CONTINUED)

(a) Financial risk factors  (continued)

(i) Market risk  (continued)

Interest rate risk  (continued)

lower with all other variables held constant, pre-tax profit for the year would have been lower/higher by US$8 million, US$10 million and US$10 million. As at December 31, 2015, 2016 and 2017, if interest rates on MOP-denominated borrowings had been 50 basis-points higher/lower with all other variables held constant, pre-tax profit would have been lower/higher by US$2 million, US$3 million and US$3 million. This analysis does not include the effect of interest capitalized.

The Group does not hold or issue financial instruments for trading purposes and does not enter into derivative transactions that would be considered speculative positions.

Foreign exchange risk

The Group’s foreign currency transactions are mainly denominated in US$. The majority of assets and liabilities are denominated in US$, HK$ and MOP, and there are no significant assets and liabilities denominated in other currencies. The Group is subject to foreign exchange rate risk arising from future commercial transactions and recognized assets and liabilities that are denominated in a currency other than MOP, which is the functional currency of the major operating companies within the Group.

For companies with MOP as their functional currency, as at December 31, 2015, 2016 and 2017, if the US$ had weakened/ strengthened by 1% against the MOP with all other variables held constant, pre-tax profit for the year would have been higher/lower by approximately US$13 million, US$17 million and US$15 million, mainly as a result of the translation of US$-denominated intercompany debt held. If the HK$ had weakened/ strengthened by 1% against the MOP with all other variables held constant, pre-tax profit for the year would have been lower/higher by approximately US$2 million, US$9 million and US$5 million, mainly as a result of the translation of HK$-denominated cash and cash equivalents, deposits, trade receivables and borrowings.

(ii) Credit risk

Financial instruments, which potentially subject the Group to concentrations of credit risk, consist principally of cash and cash equivalents, restricted cash and cash equivalents and trade and other receivables.

The Group maintains cash and cash equivalents and restricted cash and cash equivalents with various creditworthy financial institutions. Management monitors this credit risk on an on-going basis and does not believe that the Group has any other significant exposure to any individual or institution as at December 31, 2015, 2016 and 2017.

Trade receivables are principally comprised of casino, mall and hotel receivables. The Group extends credit to approved customers, tenants and gaming promoters following background checks and investigations of creditworthiness. 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 gaming promoters residing in these countries.

The Group maintains an allowance for doubtful casino, mall and hotel receivables and regularly evaluates the balances. The Group specifically analyzes the collectability of each account with a balance over a

F-97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. FINANCIAL RISK MANAGEMENT  (CONTINUED)

(a) Financial risk factors  (continued)

(ii) Credit risk  (continued)

specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information, and the Group makes an allowance for trade receivables specifically identified as doubtful. The Group also monitors regional and global economic conditions and forecasts in its evaluation of the adequacy of the recorded allowances. Table games play is primarily cash play, as credit play represented approximately 23.1%, 16.4% and 15.4% of total table games play for the years ended December 31, 2015, 2016 and 2017. The credit extended to gaming promoters can be offset by the commissions payable to and front money made by these gaming promoters, which is considered in the establishment of the allowance for doubtful accounts. The Group believes that the concentration of its credit risk in casino receivables is mitigated substantially by its credit evaluation process, credit policies, credit control and collection procedures, and also believes that no significant credit risk is inherent in the Group’s trade receivables not provided for as at December 31, 2015, 2016 and 2017 (see Note 17 for further details).

(iii) Liquidity risk

Liquidity risk is the financial risk arising from the difficulty in meeting obligations associated with financial liabilities that are settled by cash or other financial assets.

The 2016 VML Credit Facility requires VML and its restricted subsidiaries (collectively, the “Restricted Group”) to comply with financial covenants, including maintaining a maximum leverage ratio of debt to the Credit Facility Adjusted EBITDA. The maximum leverage ratio, as amended, is 3.5:1.0 for the quarterly periods ended December 31, 2017 through maturity. If the Restricted Group is unable to maintain compliance with the financial covenants under this credit facility, the Restricted Group would be in default. Any defaults under the agreement would allow the lenders to exercise their rights and remedies as defined under the agreement. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that the Group would be able to repay or refinance any amounts that may become due and payable under such agreement, which could force the Group to restructure or alter its operations or debt obligations. As at December 31, 2017, the Group was in compliance with all debt covenants.

F-98

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. FINANCIAL RISK MANAGEMENT  (CONTINUED)

(a) Financial risk factors  (continued)

(iii) Liquidity risk  (continued)

The Group’s financial liabilities, based on the contractual undiscounted cash flows are as follows:

	Within the first year		In the second year		In the third to fifth year		Over the fifth year		Total
	US$ in millions
At December 31, 2016
Bank borrowings		136		162		2,362		2,287		4,947
Finance lease liabilities on leasehold interests in land		5		5		16		211		237
Other finance lease liabilities		3		2		3		-		8
Trade and other payables		1,326		21		51		39		1,437
At December 31, 2017
Bank borrowings		182		243		4,440		-		4,865
Finance lease liabilities on leasehold interests in land		5		5		16		318		344
Other finance lease liabilities		2		1		2		-		5
Trade and other payables		1,196		26		47		3		1,272

(b) Capital risk management

The Group’s primary objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for Shareholders and benefits for other stakeholders, by pricing products and services commensurately with the level of risk.

The capital structure of the Group consists of debt, which includes borrowings (including current and non-current borrowings as shown in the consolidated balance sheet), net of cash and cash equivalents, and equity attributable to Shareholders, comprising issued share capital and reserves as disclosed in Notes 21 and 22, respectively.

The Group actively and regularly reviews and manages its capital structure to maintain the net debt-to-capital ratio (gearing ratio) at an appropriate level based on its assessment of the current risk and circumstances. This ratio is calculated as net debt divided by total capital. Net debt is calculated as interest bearing borrowings, net of deferred financing costs, less cash and cash equivalents and restricted cash and cash equivalents. Total capital is calculated as equity, as shown in the consolidated balance sheet, plus net debt.

	December 31,
	2016			2017
	US$ in millions
Interest bearing borrowings, net of deferred financing costs		4,294			4,275
Less: cash and cash equivalents		(1,284	)		(1,239	)
restricted cash and cash equivalents		(10	)		(11	)
Net debt		3,000			3,025
Total equity		5,007			4,538
Total capital		8,007			7,563
Gearing ratio		37.5%			40.0%

F-99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31. COMPANY BALANCE SHEET

			December 31,
			2016		2017
	Note		US$ in millions
ASSETS
Non-current assets
Interests in subsidiaries				1,687		1,811
Total non-current assets				1,687		1,811
Current assets
Other receivables and prepayments				554		14
Cash and cash equivalents				47		47
Total current assets				601		61
Total assets				2,288		1,872
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital				81		81
Reserves		(a)		2,198		1,782
Total equity				2,279		1,863
LIABILITY
Current liability
Other payables				9		9
Total current liability				9		9
Total equity and liability				2,288		1,872
Net current assets				592		52
Total assets less current liability				2,279		1,863

F-100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31. COMPANY BALANCE SHEET  (CONTINUED)

(a) The movements of reserves during the year are as follows

	Capital reserve		Share premium		Share-based compensation reserves			Currency translation reserve			(Accumulated loss)/ Retained earnings			Total
	US$ in millions
Balance at January 1, 2015		106		1,397		34			(2	)		(67	)		1,468
Profit for the year		-		-		-			-			2,272			2,272
Other comprehensive income for the year, net of tax		-		-		-			1			-			1
Total comprehensive income		-		-		-			1			2,272			2,273
Exercise of share options		-		4		-			-			-			4
Conversion of equity awards to liability awards		-		-		(6	)		-			-			(6	)
Transfer to share premium upon exercise of share options		-		2		(2	)		-			-			-
Forfeiture of share options		-		-		(1	)		-			1			-
Share-based compensation of the Company		-		-		19			-			-			19
Dividends to equity holders of the Company		-		-		-			-			(2,071	)		(2,071	)
Balance at December 31, 2015		106		1,403		44			(1	)		135			1,687
Profit for the year		-		-		-			-			2,567			2,567
Other comprehensive loss for the year, net of tax		-		-		-			(2	)		-			(2	)
Total comprehensive income		-		-		-			(2	)		2,567			2,565
Exercise of share options		-		5		-			-			-			5
Conversion of equity awards to liability awards		-		-		(2	)		-			-			(2	)
Transfer to share premium upon exercise of share options		-		3		(3	)		-			-			-
Forfeiture of share options		-		-		(3	)		-			3			-
Share-based compensation of the Company		-		-		14			-			-			14
Dividends to equity holders of the Company (Note 11)		-		-		-			-			(2,071	)		(2,071	)
Balance at December 31, 2016		106		1,411		50			(3	)		634			2,198
Profit for the year		-		-		-			-			1,645			1,645
Other comprehensive loss for the year, net of tax		-		-		-			(11	)		-			(11	)
Total comprehensive income		-		-		-			(11	)		1,645			1,634
Exercise of share options		-		12		-			-			-			12
Conversion of equity awards to liability awards		-		-		(5	)		-			-			(5	)
Transfer to share premium upon exercise of share options		-		5		(5	)		-			-			-
Forfeiture of share options		-		-		(3	)		-			3			-
Share-based compensation of the Company		-		-		12			-			-			12
Dividends to equity holders of the Company (Note 11)		-		-		-			-			(2,069	)		(2,069	)
Balance at December 31, 2017		106		1,428		49			(14	)		213			1,782

F-101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. PRINCIPAL SUBSIDIARIES

Details of the Group’s principal subsidiaries as at December 31, 2015, 2016 and 2017 are as follows:

Name	Place of incorporation or establishment/ operations and date of incorporation or establishment	Principal activities	Particulars of issued share/ registered capital	Effective interests held
Directly held:
Venetian Venture Development Intermediate Limited	Cayman Islands, June 21, 2002	Investment holding	US$1		100%
SCL IP Holdings, LLC	United States, September 29, 2009	Holder of trademark licenses	US$100		100%
Indirectly held:
Cotai Ferry Company Limited	Macao/Macao and Hong Kong, July 19, 2007	High speed ferry transportation services	MOP10,000,000		100%
Cotai Strip Lot 2 Apart Hotel (Macau) Limited	Macao, October 27, 2008	Hotel apartments	As at December 31, 2015, 2016: MOP4,100,000 MOP3,121,000 (preference shares) As at December 31, 2017: MOP6,498,900 MOP722,100 (preference shares)		100% 100%
Cotai Services (HK) Limited	Hong Kong, July 11, 2007	Investment holding	HK$1		100%
CotaiJet 311 Ltd.	Cayman Islands/Macao and Hong Kong, August 14, 2007	Ferry leasing	US$1		100%
CotaiJet 312 Ltd.	Cayman Islands/Macao and Hong Kong, August 14, 2007	Ferry leasing	US$1		100%
CotaiJet 313 Ltd.	Cayman Islands/Macao and Hong Kong, August 14, 2007	Ferry leasing	US$1		100%
CotaiJet 314 Ltd.	Cayman Islands/Macao and Hong Kong, September 12, 2007	Ferry leasing	US$1		100%

F-102

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. PRINCIPAL SUBSIDIARIES  (CONTINUED)

Name	Place of incorporation or establishment/ operations and date of incorporation or establishment	Principal activities	Particulars of issued share/ registered capital	Effective interests held
CotaiJet 315 Ltd.	Cayman Islands/Macao and Hong Kong, September 12, 2007	Ferry leasing	US$1		100%
CotaiJet 316 Ltd.	Cayman Islands/Macao and Hong Kong, October 8, 2007	Ferry leasing	US$1		100%
CotaiJet 317 Ltd.	Cayman Islands/Macao and Hong Kong, October 8, 2007	Ferry leasing	US$1		100%
CotaiJet 318 Ltd.	Cayman Islands/Macao and Hong Kong, October 8, 2007	Ferry leasing	US$1		100%
CotaiJet 319 Ltd.	Cayman Islands/Macao and Hong Kong, October 8, 2007	Ferry leasing	US$1		100%
CotaiJet 320 Ltd.	Cayman Islands/Macao and Hong Kong, October 8, 2007	Ferry leasing	US$1		100%
CotaiJet 350 Ltd.	Cayman Islands/Macao and Hong Kong, January 21, 2008	Ferry leasing	US$1		100%
CotaiJet 351 Ltd.	Cayman Islands/Macao and Hong Kong, January 21, 2008	Ferry leasing	US$1		100%
CotaiJet 352 Ltd.	Cayman Islands/Macao and Hong Kong, January 21, 2008	Ferry leasing	US$1		100%
CotaiJet 353 Ltd.	Cayman Islands/Macao and Hong Kong, January 21, 2008	Ferry leasing	US$1		100%
Cotaiwaterjet Sea Bridge 1 Ltd.	Cayman Islands/Macao and Hong Kong, October 27, 2015	Pontoon leasing	US$1		100%
Cotaiwaterjet Sea Bridge 2 Ltd.	Cayman Islands/Macao and Hong Kong, October 27, 2015	Pontoon leasing	US$1		100%

F-103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. PRINCIPAL SUBSIDIARIES  (CONTINUED)

Name	Place of incorporation or establishment/ operations and date of incorporation or establishment	Principal activities	Particulars of issued share/ registered capital	Effective interests held
Sands Cotai East Holdings Limited	Cayman Islands/Macao, May 25, 2011	Holder of hotel franchise agreement	US$1		100%
Sands Cotai West Holdings Limited	Cayman Islands/Macao, May 25, 2011	Holder of hotel franchise agreement	US$1		100%
Sands Resorts Travel Limited	Hong Kong, February 29, 2016	Travel and tourism agency services	HK$500,000		100%
Sands Venetian Security Limited	Macao, June 22, 2011	Security services	MOP1,000,000		100%
Venetian Cotai Hotel Management Limited	Macao, March 12, 2008	Human resources administration	MOP500,000		100%
Venetian Cotai Limited	Macao, November 11, 2004	Hotels, restaurants, shopping mall, and conference and convention	MOP200,000,000		100%
Venetian Macau Limited (Note (i))	Macao, June 21, 2002	Gaming and other related activities	MOP200,000,000		100%
Venetian Orient Limited	Macao, February 2, 2006	Hotels, restaurants, shopping mall, and conference and convention	MOP100,000		100%
Venetian Retail Limited	Macao, June 15, 2007	Mall management	MOP1,500,000		100%
Venetian Travel Limited	Macao, October 16, 2006	Travel and tourism agency services	MOP2,400,000		100%
V-HK Services Limited	Hong Kong, September 6, 2004	Marketing and customer development services for VML	HK$1		100%

F-104

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. PRINCIPAL SUBSIDIARIES  (CONTINUED)

Name	Place of incorporation or establishment/ operations and date of incorporation or establishment	Principal activities	Particulars of issued share/ registered capital	Effective interests held
VML US Finance LLC	United States, January 3, 2006	Financing	Nil		100%
Zhuhai Cotai Information Services Outsourcing Co., Ltd. (Note (ii))	PRC, September 30, 2010	Outsourcing services, including information technology, accounting, hotel reservation and marketing	US$800,000		100%
Zhuhai Cotai Logistics Hotel Services Co., Ltd. (Note (ii))	PRC, September 27, 2007	Procurement, marketing and administrative services	US$4,500,000		100%

Notes:

(i) 10% of the company’s issued share capital is held through an usufruct agreement whereby VVDIL has the sole and exclusive benefit. Accordingly, the profits and losses and assets and liabilities of the company have been consolidated as to 100% thereof into the consolidated financial statements.

(ii) These entities are wholly foreign owned enterprises established in the PRC.

F-105

Offer to Exchange All Outstanding

US$1,800,000,000 4.600% Senior Notes due 2023

US$1,800,000,000 5.125% Senior Notes due 2025

US$1,900,000,000 5.400% Senior Notes due 2028

For an Equal Principal Amount of

4.600% Senior Notes due 2023

5.125% Senior Notes due 2025

5.400% Senior Notes due 2028

Which Have Been Registered Under the Securities Act of 1933

PRELIMINARY PROSPECTUS

Until                  (90 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

            , 2018

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. Our articles of association provide that each officer or director of our company shall be indemnified out of our assets against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred as a result of any action, suit or proceeding, whether civil, criminal, administrative or investigative, in which judgment is given in favor of the officer or director or in which such director or officer is acquitted.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules.

(a)    Exhibits

See Exhibit Index beginning on page II-3 of this registration statement.

(b)    Financial Statement Schedules

All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 22. Undertakings

(a)              (1) The undersigned registrant hereby undertakes as follows: That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

                  (2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (a)(1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above include information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-1

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

EXHIBIT INDEX

Exhibit Number	Description of Document
3.1	Certificate of Incorporation of Sands China Ltd., dated July 15, 2009, and Certificate of Incorporation on Adoption of Dual Foreign Name of Sands China Ltd., dated June 3, 2013
3.2	Amended and Restated Memorandum and Articles of Association of Sands China Ltd. (Adopted by Special Resolution, dated May 31, 2013)
4.1	Specimen Share Certificate of Sands China Ltd.
4.2	Registration Rights Agreement among Sands China Ltd. and representatives of the initial purchasers, dated August 9, 2018
4.3	Indenture, dated as of August 9, 2018, between Sands China Ltd. and U.S. Bank National Association, as trustee
4.4	Form of 4.600% Senior Notes Due 2023 (included in Exhibit 4.3)
4.5	Form of 5.125% Senior Notes Due 2025 (included in Exhibit 4.3)
4.6	Form of 5.400% Senior Notes Due 2028 (included in Exhibit 4.3)
5.1	Opinion of Walkers (Hong Kong)
5.2	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
10.1	Facility Agreement dated November 20, 2018, among the Company, Bank of China Limited, Macau Branch, as agent, the arrangers listed therein and the original lenders listed therein
10.2	Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated June  26, 2002, among the Macao Special Administrative Region and Galaxy Casino Company Limited
10.3	Amendment to Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, dated as of December  19, 2002, among the Macao Special Administrative Region and Galaxy Casino Company Limited
10.4	Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macau Special Administrative Region, dated December  19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire
10.5	Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited
10.6	Amendment, published on April 23, 2008, to Land Concession Agreement, dated as of December  10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited
10.7	Land Concession Agreement, dated as of April  10, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited
10.8	Amendment, published on October 29, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited
10.9	Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited
10.10	Amendment, published on October 22, 2014, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited

II-3

Exhibit Number	Description of Document
10.11	Land Concession Agreement, dated as of May 5, 2010, relating to the Sands Cotai Central among the Macau Special Administrative Region, Venetian Orient Limited and Venetian Macau Limited
21.1	Significant Subsidiaries of Sands China Ltd.
23.1	Consent of Deloitte Touche Tohmatsu—Independent Registered Public Accounting Firm
23.2	Consent of Walkers (Hong Kong) (included in Exhibit 5.1)
23.3	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
24.1	Powers of Attorney (included on the signature page in Part II of this Registration Statement)
25.1	Statement of eligibility of U.S. Bank National Association to act as trustee under the indenture
99.1	Form of Letter of Transmittal
99.2	Form of Letter to Registered Holders and DTC Participants
99.3	Form of Letter to Clients

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Macao, on December 4, 2018.

Sands China Ltd.
By:	/s/  Sun MinQi (Dave)
Name:	Sun MinQi (Dave)
Title:	Senior Vice President and Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Wong Ying Wai, Dylan James Williams and Sun MinQi (Dave), and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  Sheldon Gary Adelson Sheldon Gary Adelson	Chairman of the Board, Chief Executive Officer, and Executive Director (principal executive officer)	December 4, 2018
/s/  Wong Ying Wai Wong Ying Wai	President and Chief Operating Officer and Executive Director	December 4, 2018
/s/  Robert Glen Goldstein Robert Glen Goldstein	Non-executive Director	December 4, 2018
/s/  Charles Daniel Forman Charles Daniel Forman	Non-executive Director	December 4, 2018
/s/  Chiang Yun Chiang Yun	Independent Non-executive Director	December 4, 2018
/s/  Victor Patrick Hoog Antink Victor Patrick Hoog Antink	Independent Non-executive Director	December 4, 2018

II-5

Signature	Capacity	Date
/s/  Steven Zygmunt Strasser Steven Zygmunt Strasser	Independent Non-executive Director	December 4, 2018
/s/  Kenneth Patrick Chung Kenneth Patrick Chung	Independent Non-executive Director	December 4, 2018
/s/  Sun MinQi (Dave) Sun MinQi (Dave)	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	December 4, 2018

II-6

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Sands China Ltd. has signed this registration statement or amendment thereto in the city of Las Vegas, State of Nevada, on December 4, 2018.

By:	/s/  Robert Glen Goldstein
Name:	Robert Glen Goldstein
Title:	Non-executive Director

II-7