UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Report (date earliest event reported): February 17, 2017 LAS VEGAS SANDS CORP. (Exact name registrant as specified in its charter) NEVADA 001-32373 27-0099920 (State or or jurisdiction (Commission (IRS Employer incorporation) File Number) Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA 89109 (Address principal executive fices) (Zip Code) Registrant s telephone number, including area code: (702) 414-1000 NOT APPLICABLE (Former name or former address, if changed since last report) Check appropriate box if Form 8-K filing is intended to simultaneously satisfy filing obligation registrant under any following provisions (See General Instruction A.2. below): Written Communication pursuant to Rule 425 under Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure. On February 17, 2017, Ss China Ltd. ( SCL ), a subsidiary Las Vegas Ss Corp. with ordinary shares listed on Stock Exchange Hong Kong Limited ( SEHK ), filed its preliminary announcement annual results for year ended December 31, 2016 ( Preliminary Announcement Annual Results ) with SEHK. Preliminary Announcement Annual Results is furnished as Exhibit 99.1 to this Form 8-K. information in this Form 8-K Exhibit 99.1 attached hereto shall not be deemed filed for purposes Section 18 Securities Exchange Act 1934, as amended, nor shall it be deemed incorporated by reference in any filing under Securities Act 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. Item 9.01. Financial Statements Exhibits. (d) Exhibits. 99.1 Preliminary Announcement Annual Results Ss China Ltd., dated February 17, 2017. 2
SIGNATURES Pursuant to requirements Securities Exchange Act 1934, registrant has duly caused this report on Form 8-K to be signed on its behalf by undersigned, hereunto duly authorized. Dated: February 17, 2017 3 LAS VEGAS SANDS CORP. By: /s/ Lon Jacobs Name: Lon Jacobs Title: Executive Vice President, Global General Counsel Secretary
Exhibit 99.1 Hong completeness Kong Exchanges expressly Clearing disclaim Limited any liability whatsoever Stock Exchange for any loss Hong howsoever Kong arising Limited from take or no in responsibility reliance upon for whole contents or any part this announcement, contents make this no announcement. representation as to its accuracy or SANDS (Incorporated CHINA in LTD. (Stock Code: 1928) Cayman Isls with limited liability) PRELIMINARY 1. FINANCIAL ANNOUNCEMENT HIGHLIGHTS 1 OF ANNUAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2016 2. 3. MANAGEMENT CHAIRMAN S STATEMENT DISCUSSION 2 4. FINANCIAL RESULTS 14 AND ANALYSIS 4 5. 6. SCOPE DISCLOSURE OF WORK OF FINANCIAL OF DELOITTE RESULTS TOUCHE IN TOHMATSU MACAO 29 7. CORPORATE GOVERNANCE 29 29 8. OF THE PUBLICATION STOCK EXCHANGE OF ANNUAL AND RESULTS THE COMPANY ON THE WEBSITES 9. PURCHASE, SALE OR REDEMPTION OF THE COMPANY S 33 LISTED Capitalized SHARES terms used 33 1. FINANCIAL HIGHLIGHTS but not defined herein shall have meanings ascribed to m in our 2015 annual report /or 2016 interim report. Net 2016, revenues a decrease were US$6.65 2.4%, compared billion (HK$51.60 to US$6.82 billion) billion for (HK$52.86 year ended billion) December for year 31, December 31, 2015. ended Operating 2016, remaining expenses relatively were US$5.30 constant billion as compared (HK$41.11 to billion) year ended for December year ended 31, December 2015. 31, Adjusted Prit for EBITDA year ended for December year ended 31, December 2016 was 31, US$1.22 2016 increased billion (HK$9.49 0.9% to US$2.24 billion), a billion decrease (HK$17.40 16.1%, billion), compared compared to US$1.46 to US$2.22 billion billion (HK$11.31 (HK$17.23 billion) billion) for for year ended year December ended December 31, 2015. 31, 2015. Note: translation US$ amounts into HK$ amounts or vice versa has been made at rate US$1.00 to HK$7.7555 (2015: US$1.00 to HK$7.7508) for purposes illustration only.
2. Dear CHAIRMAN S Shareholders, STATEMENT On during behalf year, Board we again Directors delivered Ss a strong China set Ltd., financial I am pleased results. to We report also that successfully we continued opened to successfully Parisian execute, our our strategic latest integrated objectives resort this on year. Cotai Market anor conditions mustin see destination improved meaningfully Parisian meaningfully enhances our critical mass on Cotai, furr extends our industry-leading contributions to s diversification supports realization s long-term development on Cotai. objectives We once again as generated leading business industry-leading leisure adjusted tourism EBITDA destination in prit, Asia. Directors to declare dividends per share HK$1.99 in 2016 for a total while over also HK$16.0 returning billion excess in cash capital returned to Shareholders. to Shareholders strong for balance year. sheet cash flow generation Company allowed Board year-on-year Company growth generated during market-leading year, adjusted that this EBITDA growth accelerated US$2.24 through billion with year a margin to reach 16% 33.7%. growth Net revenues in fourth were quarter. US$6.65 billion. We were encouraged that our mass gaming revenue saw positive Our revenue mass increased gaming revenue in 2016 compared strength was to 2015 supported with by our our high-margin ability to drive retail increased mall revenue patronage increasing with by hotel 6%. accommodation, In hotel segment, retail our shopping occupied experiences suite nights increased entertainment 12% events. benefiting Overall, from our addition gross non-gaming suites at Parisian. We remain far--away industry-leader in s MICE business, hosting nearly 700 MICE events on Cotai, which attracted over 900,000 event attendees to 3,000 in 2016. new My to help original vision in its for economic Cotai in diversification was furr its realized continued with evolution opening into world s Parisian leading business on September leisure 13, 2016. tourism Ss destination. China has Our now investment invested includes approximately nearly US$13.0 13,000 hotel billion rooms, to deliver 2.0 million on our square promise feet hotel, (approximately retail MICE 186,000 space square allowed meters) us to continue retail-mall to outperform ferings our 2.0 competitors million square during feet (approximately year position 186,000 us well square for future meters) growth. MICE capacity. Our scale, diversity cash flows our critical mass
Our impressions. investments Based in on our marketing customer surveys at Cotai various as a business points entry leisure into tourism since destination Parisian continue s to pay opening, dividends as most our Parisian visited casino resort social in media program remains has now Venetian exceeded, two billion is Parisian. Overall, we welcomed nearly 74 million visits to our property portfolio in 2016, an increase 8% compared to prior year. We are incredibly proud to help drive increased but in visitation second place Cotai from across region to contribute to s diversification. to All in Chinese this allows middle-class us to look wealth ahead creation to future increasing with confidence. dem We for have travel. a strong organic growth outlook that will continue to benefit from our industry-leading investments, our unmatched scale, secular growth We opportunities regard for a its privilege citizens, to including contribute through to s our Ss success China realizing Academy, its important reaching objectives its full potential diversifying as Asia s its economy, leading business supporting leisure growth tourism local destination. businesses, We providing could not meaningful have achieved career our development this year without hard work dedication Ss China s nearly 29,000 team members. I thank m for ir efforts I look forward to ir continued contributions in years ahead. many successes Our amenities Ss to China contribute business to s strategy remains diversification. straightforward: This strategy continue drives Ss execution China s market-leading our Cotai Strip development revenue cash strategy flow by generation leveraging our allows convention-based Company integrated to return excess resort business capital to model Shareholders. world-class We I thank look you forward again to for sharing confidence Company s that you continued have placed success in us. with you or stakeholders at upcoming Ss China Annual General Meeting. Sheldon Chairman G. Adelson February 17, 2017 Board Chief Executive Officer
3. OUR MANAGEMENT EXISTING OPERATIONS DISCUSSION AND ANALYSIS Our service operations operating consist between Hong Venetian Kong,. Ss Cotai following Central, table sets Parisian forth data, on our existing Plaza, operations Ss as at December or 31, 2016: operations that support se properties, including our high-speed CotaiJet ferry Venetian Central Ss Parisian Cotai Ss Plaza Total Opening August 2007 date April September 2012 2016 (i) August May 2004 2008 Hotel 2,841 rooms 6,246 2,743 360 238 12,428 Paiza Paiza suites mansions 64 208 51323 MICE (square feet) 19 19 ater (seats) 1,8001,200,000 1,7011,200 650 369,00063,00028,000 1,660,000 Arena Total retail (seats) (square 15,000 feet) Number shops 347 13716214613805 918,000 407,000300,000259,00016,0001,900,000 Number food outlets restaurants 53 5118810140 Total (square gaming feet) facility Gaming units: 374,000 367,000 253,000 105,000 213,000 1,312,000 Tables Slots (ii) 1,265 540 1,1841,2961146344,493 410382932101,635 Notes: (i) December Ss Cotai 2015, Central respectively. consists Conrad Holiday Inn tower, first Sheraton tower, second Sheraton tower St. Regis tower, which opened in April 2012, September 2012, January 2013 (ii) Permanent table count as at December 31, 2016.
RESULTS Year Ended OF December OPERATIONS Net Revenues 31, 2016 Compared to Year Ended December 31, 2015 Our Year net ended revenues December consisted 31, following: 2016 (US$ in 2015 millions, Percent except change Casino 5,573 5,736(2.8)% percentages) Mall Rooms 420 265 3975.8% Food beverage 300(11.7)% Convention, ferry, retail 160 1516.0% Total net revenues 6,653 6,820(2.4)% or 235 236(0.4)% Net overall revenues market were slowdown US$6.65 through billion for third year quarter ended 2016 December 31, 2016, gaming a decrease industry. 2.4%, We successfully compared to opened US$6.82 our billion newest for integrated year ended resort, December Parisian 31,, 2015. in September decrease in net revenues was due to 2016. high Despite service levels ster to gaming our VIP market premium in, players. we continued to enjoy market-leading visitation focused on driving high-margin mass market gaming business, while providing luxury amenities Our volume net in casino VIP revenues business. for Parisian year ended December delivered 31, US$353 2016 were million US$5.57 net billion, casino revenues a decrease since 2.8%, it commenced compared operation to US$5.74 on September billion for 13, year 2016. ended December 31, 2015, primarily driven by a decrease in
Year following ended December table summarizes 31, results our casino activity: 2016 (US$ in 2015 millions, Change Venetian except percentages points) Total net casino revenues drop 6,856 2,474 7,030(2.5)% 2,509(1.4)% Non-Rolling Chip volume win 28,851 percentage 31,025(7.0)% 25.2% 24.5%0.7 pts Rolling Slot hle Chip 3,790 win percentage 4,093(7.4)% 3.23% 3.08%0.15 pts Slot Ss hold Cotai percentage Central 4.5% 4.8%(0.3) pts Total percentage net casino 3.41% revenues 3.08% 0.33 1,647 pts 1,853 Slot (11.1)% hle 5,794 Non-Rolling 6,128 (5.5)% Chip Slot drop hold 5,992 percentage 6,026 (0.6)% 3.6% Non-Rolling 3.5% 0.1 pts Chip win percentage 20.2% 21.5% (1.3) pts Rolling Chip volume 12,329 19,679 (37.3)% Rolling Chip win Total Parisian net casino revenues (i) Slot hle 974 % Slot 353 hold percentage % Non-Rolling 4.5% Chip drop pts 1,085 % Non-Rolling Chip win percentage 18.5% pts Rolling Chip volume 4,061 % Rolling Chip win percentage 4.24% pts Total Plaza net casino percentage 3.09% revenues 3.23% (0.14) 442 532 pts (16.9)% Slot hle Non-Rolling 414 476 (13.0)% Chip drop Slot 1,114 hold 1,058 percentage 5.3% Non-Rolling 6.2% 6.1% 0.1 Chip pts win percentage 21.9% 22.6% (0.7) pts Rolling Chip volume 9,004 13,390 (32.8)% Rolling Chip win Ss Total net percentage casino 2.48% revenues 3.36% (0.88) 657 842 pts (22.0)% Slot hle Non-Rolling 2,583 2,737 Chip (5.6)% drop 2,628 Slot hold 3,035 percentage (13.4)% Non-Rolling 3.4% 3.5% (0.1) Chip pts win percentage 18.6% 18.4% 0.2 pts Rolling Chip volume 7,014 9,608 (27.0)% Rolling Chip win (i) Parisian opened on September 13, 2016.
Net mall Parisian revenues. for year ended December 31, 2016 increased 5.8% to US$420 million, compared to US$397 million for year ended December 31, 2015. increase was mainly driven by opening Year following ended December table summarizes 31, results our mall activity: 2016 (US$, 2015 except Change Venetian leasable area, percentages points) Total foot (i) mall 1,326 revenues 1,469 (9.7)% (in millions) 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 241 223 8.1% Tenant sales per square Ss Total mall Cotai revenues Central square foot (i) 882 896 (in (1.6)% millions) 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 128 153 (16.3)% Tenant sales per Total Parisian mall revenues (in (ii) % millions) 23 % Mall gross leasable area (in square feet) 299,778 % Occupancy 92.6% pts Base rent per square foot 222 % Tenant sales per square foot (i) N/A Total Plaza mall foot (i) 3,004 revenues 3,423 (12.2)% (in millions) 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 452 454 (0.4)% Tenant sales per square Notes: (i) (ii) Tenant Parisian sales per square opened foot reflect on September sales from 13, tenants 2016. only after tenant has been open for a period 12 months. (iii) increase in mall area is mainly due to inclusion an entertainment area where tenant operates a live-action-role- play me park that opened in 2016.
Net slowdown room revenues in overall for year ended gaming December industry resulting 31, 2016 in were lower US$265 average million, daily rate a decrease revenue 11.7%, per available compared room to US$300 at each million our properties. for year ended Parisian December 31, delivered 2015. decrease was primarily driven by 90.5% following occupancy table in summarizes its first 110 days results operations. Year ended December 31, our room activity. Information in this table takes into account rooms provided to customers on a complimentary basis. 2016 (US$, 2015 except Change Venetian percentages points) Gross Ss room Cotai revenues Central (in millions) 182 214 (15.0)% Occupancy rate 86.0% 84.0% 2.0 pts Average daily rate 214 243 (11.9)% Revenue per available room 184 204 (9.8)% Gross Parisian room revenues (i) (in millions) 274 273 0.4% Occupancy rate 82.2% 83.1% (0.9) pts Average daily rate 148 157 (5.7)% Revenue per available room 122 131 (6.9)% Gross Plaza room revenues (in millions) 36 % Occupancy rate 90.5% pts Average daily rate 138 % Revenue per available room 125 % Gross Ss room revenues (in millions) 37 42 (11.9)% Occupancy rate 75.3% 82.0% (6.7) pts Average daily rate 364 376 (3.2)% Revenue per available room 274 308 (11.0)% Gross (i) room Parisian revenues (in opened millions) on September 20 23 (13.0)% 13, 2016. Occupancy rate 97.1% 99.3% (2.2) pts Average daily rate 199 220 (9.5)% Revenue per available room 193 218 (11.5)%
Net opening food beverage Parisian revenues. for year ended December 31, 2016 increased 6.0% to US$160 million, compared to US$151 million for year ended December 31, 2015. increase was primarily due to Net US$235 convention, million, ferry, a decrease retail 0.4%, or compared revenues to for US$236 year million ended December for year 31, ended 2016 December were 2015. decrease was primarily due to decreases in entertainment convention business 31, Expenses categories. Meanwhile, ferry operations continued to experience positive momentum. Operating September expenses 13, 2016, were due to US$5.30 savings billion from our for cost year control ended measures December 31, a decrease 2016, remaining business relatively volumes constant across our as compared or properties. to year ended December 31, 2015, despite opening Parisian on Adjusted following EBITDA(i) Year ended December table summarizes 31, information related to our segments: 2016 (US$ 2015 in millions, Percent except change Venetian 1,092 percentages) Ss Cotai Central 615 651(5.5)% 1,0820.9% Parisian Plaza 221114 243(9.1)% % Ss Ferry or 171 operations 225(24.0)% Total adjusted EBITDA 2,244 31 2240.9% Adjusted EBITDA for year 2,2230.9% Parisian September ended 2016. December management 31, 2016 increased team continues 0.9% to US$2.24 to focus on billion, operational compared efficiencies to US$2.22 billion cost control for measures year ended throughout December both 31, 2015. gaming increase non- was gaming primarily areas driven business, by opening maintaining (i) Adjusted a EBITDA, market-leading which is adjusted a non-ifrs EBITDA. amortization, net foreign exchange gains/(losses), financial gain/(loss) measure, on is disposal prit attributable property to equity equipment, holders investment Company properties before share-based intangible compensation, assets, interest, corporate gain/(loss) expense, on modification pre-opening or expense, early retirement depreciation debt income tax benefit/(expense). Management utilizes Adjusted EBITDA to compare operating pritability its operations with those its competitors, as well as a basis for determining certain incentive compensation. st-alone basis, Gaming gaming companies companies, have including historically Group, reported have Adjusted historically EBITDA excluded as a supplemental certain expenses performance that do not measure relate to to IFRS management financial measures. specific In casino order to properties, view operations such as pre-opening ir casinos expense on a more expense, from corporate
ir measure Adjusted liquidity), EBITDA in calculations. each case, as Adjusted determined EBITDA in accordance should not with be IFRS. interpreted Group as an has alternative significant to prit uses or cash operating flow, prit including (as an capital indicator expenditures, operating dividend performance) payments, or interest to cash flows payments from operations debt principal (as a repayments, comparable to which or are similarly not reflected titled measures in Adjusted presented EBITDA. by Not or all companies. companies calculate Adjusted EBITDA in same manner. As a result, Adjusted EBITDA as presented by Group may not be directly Interest following Expense Year ended December table summarizes 31, information related to interest expense: 2016 (US$ in 2015 millions, Percent except change Interest or finance percentages) Less: capitalized interest costs (34) (28)21.4% 120 8836.4% Interest expense, net 86 amounts 6043.3% 31, 2016, compared to US$60 million capitalized, for was year US$86 ended million December for 31, 2015. year ended increase December borrowings, partially fset by a US$6 million increase in capitalized interest that resulted primarily was primarily from due construction to a US$32 million increase Parisian in. interest or finance costs, primarily driven by an increase in bank Prit for Year LIQUIDITY, year FINANCIAL ended December AND CAPITAL 31, 2016 RESOURCES was US$1.22 billion, a decrease 16.1%, compared to US$1.46 billion for year ended December 31, 2015. We In June fund 2016, our operations we entered through into an cash agreement generated to amend from our our operations 2011 VML Credit our Facility, debt financing. to May 2022 provided for additional term loan commitments US$1.0 billion. Please which refer became to note effective 12 to in August financial 2016. information This agreement for details extended agreement. maturity As at a portion December term loans under facility 31, As at 2016, December Group 31, 2016, had US$2.0 we held billion cash available cash equivalents borrowing capacity US$1.28 under billion, which 2016 was VML primarily Revolving generated Facility. from our operations. Such cash cash equivalents were mainly held in HK$.
Cash Our cash Flows flows Summary Year ended December consisted 31, following: 2016 (US$ in 2015 millions) cash generated used investing from operating activities activities (1,149) (1,252) 2,346 1,967 Net increase/(decrease) cash cash equivalents Net 2 (1,253) cash used in financing activities(1,195)(1,968) Cash Effect exchange cash equivalents rate on at cash beginning cash equivalents year 1,283 (1) 2,535 Cash cash equivalents at end year 1,284 1,283 1 Cash We derive Flows most Operating our operating Activities compared to US$1.97 billion for cash year flows ended from December our casino, 31, mall 2015. hotel increase operations. in net Net cash cash generated generated from from operating operating activities activities was for primarily year attributable ended December to changes 31, 2016 in our increased working 19.3% capital to accounts, US$2.35 partially billion, fset Cash Flows by decrease Investing operating Activitiesincome. Net spending. cash used Capital in investing expenditures activities for for year ended year ended December December 31, 2016, 31, 2016 totaled was US$1.15 US$1.15 billion, billion including was primarily US$1.02 attributable billion for construction to capital expenditures activities at for development Parisian projects, Ss as well Cotai as maintenance Central, capital US$132 million for our operations, mainly at Venetian, Plaza Ss.
Cash For Flows year ended Financing December Activities proceeds from borrowings under 31, 2016, New net VML cash Term used in Loans. financing During activities year was ended US$1.20 December billion, 31, which 2016, was Group primarily withdrew attributable fully to US$2.07 repaid borrowings billion dividend in aggregate payments, principal partially amount fset US$1.00 by US$1.00 billion billion under in CAPITAL Extended EXPENDITURES 2011 VML Revolving Facility. Capital follows: expenditures were used primarily for Parisian to renovate, upgrade maintain existing properties. Our capital expenditures, excluding capitalized interest construction payables, are as Year 2016 ended 2015 December 31, (US$ Venetian in millions) Ss Cotai Central 123 94 82 Parisian 896 746 397 Ss Plaza 18 21 16 15 Ferry Total capital or expenditures operations 1,151 4 4 In September 2016, we opened 1,265 approximately 3,000 rooms suites; Parisian approximately, an 300,000 integrated square resort feet connected retail to dining Venetian space; approximately 63,000 Plaza, square which feet includes meeting a room 253,000-square-foot space; a 1,200-seat casino. ater. Parisian also features Ss hotel wing Cotai that Central consists opened approximately in phases beginning 1.0 million in April square 2012. feet In December St. Regis-serviced 2015, we opened -bred St. luxury Regis apart-hotel Hotel. units We have common completed areas, with structural intention work on monetization remainder units fourth within tower, an St. apart- tower, subject to Government approval. Regis
CAPITAL Future commitments COMMITMENTS December 31, for property equipment that are not recorded in financial statements herein are as follows: 2016 (US$ in 2015 Contracted millions) DIVIDENDbut not provided for 265 869 On Company January on 20, February 2017, 8, 2017. Board declared total amount an interim dividend interim dividend HK$0.99 to (equivalent be distributed to US$0.128) is estimated per to share, be approximately payable to Shareholders HK$7.99 billion (equivalent Company whose to US$1.03 names billion) appear on will register be paid on members February 24, CONTINGENT LIABILITIES AND RISK FACTORS 2017. from Group se estimates; has contingent however, liabilities in arising opinion in management, ordinary course such litigation business. Management claims will has not made have estimates a material for adverse potential effect litigation on our costs financial based condition, upon consultation results operations with legal or counsel. cash flows. Actual results could differ Under 2016, we completed l concessions remaining for Ss material Cotai works Central at Ss Cotai Parisian Central, we made were required necessary to submissions complete se to developments Government. by December We 2016 have completed January works 2017 at respectively. Parisian On December received 29, occupation permit from Government on September 12, 2016. an
4. FINANCIAL Board is pleased RESULTS December 31, 2016, toger announce with consolidated comparative results figures for Group corresponding for year year ended CONSOLIDATED INCOME STATEMENT as follows: Note Year 2016 ended 2015December 31, US$ Net revenues in millions, 4 except 6,6536,820 per share data Gaming Employee tax benefit (2,527)(2,642) Depreciation amortization expenses (1,121)(1,084) Gaming promoter/agency commissions (611)(535) Inventories consumed (83)(81) (122)(154) Or Operating expenses prit 1,352 losses 1,519 5 (837)(805) Interest Interest income expense, net 311 Loss on modification or amounts early retirement capitalized debt 6 (86)(60) Prit before income tax 12 (1) 1,268 1,470 Income Prit for tax expense year attributable 7 (44)(11) Company 1,224 1,459to equity holders Earnings Basic per 8 US15.17 share for centsus18.09 prit attributable cents to equity holders Company Diluted 8 US15.17 centsus18.08 cents
CONSOLIDATED Year ended December STATEMENT 31, OF COMPREHENSIVE INCOME 2016 US$ in 2015 Prit for millions Company year attributable 1,224 1,459 to equity holders Or Item that comprehensive will not be reclassified (loss)/income, subsequently net tax Currency translation differences (3) 4 to prit or loss: Total attributable comprehensive to equity holders income for Company year 1,221 1,463
CONSOLIDATED December 31, BALANCE SHEET 2016 Note US$ 2015 ASSETS in millions Non-current Investment properties, assets net 19 22 net 1,322 1,278 Property equipment, net 8,111 7,588 Intangible assets, net 35 28 Deferred income tax assets 24 Or assets, net 36 31 Trade or receivables prepayments, Total Current non-current assets assets 9,523 8,971 Inventories current 14 assets 12 Trade 1,660 1,801 or receivables prepayments, net 10 352 498 Restricted cash cash equivalents 10 8 Cash cash equivalents 1,284 1,283 Total assets 11,183 10,772
December 2016 201531, Note EQUITY US$ in millions Capital Share capital reserves 81 81 Reserves attributable 4,926 to equity 5,758 holders Company Total LIABILITIES equity 5,007 Non-current 5,839 Trade or payables 11 liabilities Total non-current liabilities 4,522 127 81 3,492 Borrowings 12 4,348 3,379 Deferred income tax liabilities 47 32 Current Trade liabilities Total current or liabilities payables 1,654 11 1,622 1,4411,429 Total Current liabilities income 6,176 tax 4,933 liabilities Total equity 6 6 Borrowings liabilities 12 26 11,183 6 Net current assets 6 360 10,772 Total assets less current liabilities 9,529 9,331
NOTES 1. General TO THE Information FINANCIAL INFORMATION Cayman Company Isls. was incorporated address in Company s Cayman Isls registered on July fice 15, is 2009 Intertrust as an Corporate exempted Services company (Cayman) with limited Limited, liability 190 under Elgin Avenue, Companies George Law, Town, Cap Gr 22 (Law Cayman 3 1961, KY1-9005, as consolidated Cayman Isls. revised) Company s principal Las Vegas place Ss Corp. business ( LVS ), is Level a company 54, Hopewell incorporated Centre, 183 in Queen s United Road States East, America Hong Kong. Company s shares were listed on Main Board Stock Exchange on November 30, listed on New York Stock Exchange, is Company s ultimate holding company. 2009. US$ consolidated accordingly. financial statements are presented in millions units US$ ( US$ in millions ), unless orwise stated. comparative information has been changed to be presented in millions units 2. Significant consolidated accounting financial statements policies financial liabilities that are measured at fair value. Group have been prepared in accordance with International Financial Reporting Stards ( IFRS ) on historical cost basis except for certain financial assets During stards had year, no re material have impact been a on number results new operations amendments to financial stards position that have come Group. into effect, which Group has adopted at ir respective effective dates. adoption se new amendments to new Group or revised has stards not early adopted amendments new or to revised Group, stards but is not yet amendments in a position that to have state been wher issued ir but adoption are not yet would effective have for a significant year. impact Group on has results already commenced operations financial assessment position impact Group. 3. Management Segment has information perspective. determined operating segments based on reports reviewed by a group senior management that makes strategic decisions. Group considers business from a property service operating Group s segments, principal which operating are also developmental reportable segments: activities occur Venetian in,, which Ss is Cotai sole Central, geographic area Parisian in which (which Group opened is domiciled. in September Group 2016), reviews Plaza results, Ss operations for each ferry its key operations. Group s primary projects under development are remainder Ss Cotai Central Four Seasons apart-hotel. or
Revenue derive is comprised ir revenue turnover primarily from from casino, sale goods mall, hotel, services food in beverage, ordinary convention, course retail Group s or activities. sources. Ferry Venetian or, operations Ss mainly Cotai Central, derive ir revenue Parisian from, sale Plaza ferry tickets for Ss transportation Group s segment between information Hong Kong is as follows:. Year 2016 ended 2015 December 31, US$ Net revenues in millions Ss Venetian Cotai Central 1,944 2,890 2,162 2,979 Ss Parisian 409 679 Plaza 869 595689 Ferry [GRAPHIC or APPEARS operations HERE][GRAPHIC 165 APPEARS 149 [GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE]Inter-segment HERE]6,653 6,820 revenues(i) (29) (28) (i) Year Inter-segment ended December revenues 31, are charged at prevailing market rates. 2016 US$ in 2015 Adjusted millions Venetian EBITDA (Note) Ss Cotai Central 615 1,092 6511,082 Ss Parisian 171 225 114 Plaza 221243 Ferry 2,244 2,223 or operations 31 22 Note: amortization, Adjusted net EBITDA, foreign exchange which is a gains/(losses), non-ifrs financial gain/(loss) measure, on disposal prit attributable property to equity equipment, holders investment Company properties before intangible share-based assets, compensation, interest, gain/(loss) corporate on expense, modification pre-opening or early expense, retirement depreciation debt income compensation. tax benefit/(expense). Gaming companies Management have historically utilizes Adjusted reported Adjusted EBITDA EBITDA to compare as a supplemental operating pritability performance its measure operations to IFRS with financial those measures. its competitors, In order as to well view as a basis operations for determining ir casinos certain on incentive st-alone basis, gaming companies, including Group, have historically excluded certain expenses that do not relate to management specific casino properties, such as pre-opening expense a more expense, from ir Adjusted EBITDA calculations. Adjusted EBITDA should not be corporate
interpreted Group as has an significant alternative uses to prit cash or flow, operating including prit capital (as an expenditures, indicator operating dividend performance) payments, interest or to cash payments flows from debt operations principal (as repayments, a measure which liquidity), are not in reflected each case, in Adjusted as determined EBITDA. in accordance Not all companies with IFRS. calculate Year ended Adjusted December EBITDA 31, in same manner. As a result, Adjusted EBITDA as presented by Group may not be directly comparable to or similarly titled measures presented by or companies. 2016 US$ in 2015 Depreciation millions Venetian amortization Ss Cotai Central 294 165 284 160 Parisian Plaza 4058 40 Ss Ferry or 39 operations 37 611 535 15 14 Year following ended December is a reconciliation 31, adjusted EBITDA to prit for year attributable to equity holders Company: 2016 US$ in 2015 Adjusted millions Share-based EBITDA compensation, 2,244 2,223 Corporate expense (128) (86) net amounts capitalized (15) (19) Pre-opening Depreciation expense amortization (127) (45) Net foreign exchange gains 1 1 (611) (535) Loss investment on disposal properties property intangible equipment, Operating prit 1,352 1,519 assets (12) (20) Interest income expense, net 3 11 Loss on modification or amounts early retirement capitalized debt (86) (1) (60) Prit before income tax 1,268 1,470 Income Prit for tax expense year attributable (44) (11) to equity holders Company 1,224 1,459
Year 2016 ended 2015December 31, US$ Capital in millions Venetian expenditures Ss Cotai Central 123 94 82 Parisian 896 746 397 Ss Plaza 18 21 16 15 Ferry 1,151 1,265 or operations 4 4 December 2016 2015 31, US$ Total in assets millions Ss Venetian Cotai Central 4,229 2,6594,471 2,961 Parisian Plaza 9922,745 1,0631,681 Ss Ferry or 317 operations 375 11,183 10,772 241 221 Almost all non-current assets Group are located in.
4. Year Net ended revenues US$ in millions December 31, 2016 2015 Casino Income 5,573 from 5,736 right Mall Management fee or use 360 60 344 6,653 6,820 53 Rooms 265 300 Food beverage 160 151 Convention, ferry, retail or 235 236 5. Year Or ended expenses December losses US$ in millions 31, 2016 2015 Utilities expense 28 27 operating Provision supplies for doubtful 175 174 accounts Contract 18 labor 17 Loss on services disposal 127 113 property Advertising equipment, promotions investment 105 properties 119 Royalty fees intangible 78 60 Repairs assets 12 20 maintenance Auditor s remuneration 64 62 Management 2 2 Net fees foreign 46 54 exchange Operating gains lease Or support services 101 122 Or operating expenses 82 36 (1) (1) 837 805
6. Year Interest ended December expense, net 31, amounts capitalized 2016 US$ in 2015 Bank borrowings millions Amortization deferred 84 52 Finance lease liabilities financing 6 6 costs 21 20 Stby 120 88 fee or financing costs 9 10 Less: Interest interest expense, capitalized net amounts (34) (28) 7. Income tax expense capitalized 86 60 Year 2016 ended 2015December 31, US$ Current in millions Lump sum income lieu tax n dividends 55 complementary tax Deferred Income tax income expense tax 44 3911 6 Deferred income tax income assets tax on expense net operating was US$39 tax losses million that had for expired year ended unused December expected 31, 2016, to be expiring compared unused to US$6 due million to unpredictable for year future ended prit December stream. 31, 2015. increase was primarily due to write-f deferred
8. Basic Earnings earnings per per share Diluted earnings per share share is is calculated calculated by by dividing adjusting prit weighted for average year attributable number to ordinary equity holders shares outsting Company to assume by conversion weighted average all dilutive number potential ordinary ordinary shares shares. outsting For during year ended year. 2016, Company had outsting share options restricted share units that will potentially dilute ordinary shares. December 31, Year calculation ended December basic 31, diluted earnings per share is based on following: 2016 Prit attributable 2015 (US$ in millions) to 1,224 equity 1,459 holders Company Weighted per share (thous average number shares) shares 8,070,042 for basic 8,068,742 earnings Adjustments (thous shares) for share 1,609 options 1,830 restricted share units Weighted per share (thous average number shares) shares 8,071,651 for diluted 8,070,572 earnings Earnings US15.17 cents per share, basic US18.09 Earnings cents HK117.65 per cents share, basic(i) HK140.21 Earnings per cents US15.17 cents share, diluted US18.08 Earnings cents HK117.65 per cents share, diluted(i) HK140.13 (i) translation cents US$ amounts into HK$ amounts has been made at rate US$1.00 to HK$7.7555 (2015: US$1.00 to HK$7.7508).
9. On January Dividend Company on 20, February 2017, 8, 2017. Board declared total amount an interim dividend interim dividend HK$0.99 to (equivalent be distributed to US$0.128) is estimated per to share, be approximately payable to Shareholders HK$7.99 billion (equivalent Company whose to US$1.03 names billion) appear on will register be paid on members February 24, interim dividend has not been recognized as a liability as at December 31, 2016 will be reflected as an appropriation reserves during 2017. 2017. 10. Trade aging receivables December analysis 31, trade receivables, net provision for doubtful accounts, is as follows: 2016 US$ in 2015 0 30 days millions 31 60 days 195 32 310 61 90 days 19 57 Over 90 days 5135 297 451 49 Trade promoters, receivables receivables mainly consist can be fset casino against receivables. commissions Group payable generally does front not money charge deposits interest made for credit by granted, gaming but promoters. requires Absent a personal special check approval, or or acceptable credit period forms granted security. to selected In respect premium gaming market players is typically 7 15 days, while for gaming promoters, receivables are typically repayable within one month following granting credit, subject to terms relevant credit agreement. mass
11. December Trade 31, or payables 2016 US$ in 2015 Trade payables millions Interest payables 35 47 29 42 Outsting Payables to chips related companies or casino non-trade liabilities 560 6 12 407 Or Deposits payables 312 271 accruals Construction 146 128 payables accruals 268 271 Or tax payables 246 231 Accrued employee benefit expenses 129 119 1,749 Current 1,510 portion Less: 1,622 non-current 1,429 portion (127) (81) December aging analysis 31, trade payables is as follows: 2016 US$ in 2015 0 30 days millions 35 29 25 20 31 60 days 5 6 61 90 days 3 2 Over 90 days 2 1
12. December Borrowings 2016 201531, US$ Non-current in millions Bank loans, secured portion 4,442 3,463 Less: deferred 4,368 3,389 financing Finance costs lease (94) liabilities (84) on leasehold interests in l, secured 69 72 Or finance lease liabilities, secured 5 2 4,348 Current 3,379 Bank loans, portion 26 6 Total borrowings secured 204,374 Finance 3,385lease liabilities on leasehold interests in l, secured 3 3 Or finance lease liabilities, secured 3 3 During term loans, June modify 2016, Group scheduled entered amortization into an agreement payment ( dates VML such Amendment term loans Agreement ) obtain new to term amend loan its commitments 2011 VML Credit (as so Facility amended to, among restated, or things, Restated extend VML maturity Credit Agreement ). a portion Restated n existing Credit Agreement became effective on August 31, 2016, upon satisfaction all closing conditions ( Restatement Date ). Pursuant to Restated VML Credit Agreement as at Restatement Date, VML certain US$2.12 lenders billion extended related to maturity Extended 2011 existing VML term Term loans Facility ( Extended US$1.0 Initial billion VML related Term to Loans ) 2011 to VML May 31, Accordion 2022, Term. balance In addition, which certain is US$3.12 lenders billion provided in aggregate US$1.0 principal billion in amount aggregate consisting principal new term loan commitments with a maturity date May 31, 2022 ( New VML Term Loans, toger with Extended Initial VML Term Loans, 2016 VML Term Loans, an aggregate principal amount amount Loans ) in US$4.12 amount billion). US$269 terms million maturity US$2.0 dates billion Extended balance 2011 VML term Revolving loans under Facility 2011 remain VML unchanged Credit Facility ( 2016 that are VML not Revolving 2016 VML Facility, Term Loans ( toger 2016 with Non-Extended 2016 VML VML Term Term 2016 Non-Extended VML Term Loans, 2016 VML Credit Facility ). Loans
Borrowings loan documents. under 2016 Group VML Term recorded Loans a US$1 will be million used for loss working on modification capital requirements debt during general year ended corporate December purposes, 31, including 2016, connection to make any with investment VML or Amendment payment not Agreement. specifically As prohibited at December by 31, terms Group had US$2.0 billion available borrowing capacity under 2016 VML Revolving Facility. Subsequent to year ended December 31, 2016, Group borrowed US$300 million under 2016 VML 2016, Revolving Commencing Facility. outsting 2016 with VML quarterly Term Loans period on ending a pro rata March basis 31, 2020, amount at equal end to 2.5% each subsequent aggregate quarter principal through amount December outsting 31, 2020, as at Restated Restatement VML Date. Credit For Agreement quarterly requires periods ending Borrower on March to repay 31 June 30, 2021, Borrower is required to repay outsting 2016 VML Term Loans on a pro rata basis in an amount equal to 5.0% aggregate principal amount outsting as at Restatement through For quarterly periods ending on September 30 through December 31, 2021, Borrower is required to repay outsting 2016 VML Term Loans on a pro rata basis amount equal to 12.5% Date. aggregate in an amount principal equal to amount 20.0% outsting aggregate as at principal Restatement amount Date. outsting For quarterly as at Restatement period ending Date. on March remaining 31, 2022, balance Borrower on is 2016 required VML to Term repay Loans outsting is due on 2016 maturity VML date. Term Loans 2016 on VML a pro Revolving rata basis Facility 2016 has VML no interim Term Loans amortization payments 2016 Non-Extended matures VML on March Term 31, Loans 2020. spread, or alternative base rate, plus a credit spread, which credit spread both bear in each interest, case is at determined Group s based option, on at eir consolidated adjusted total Eurodollar leverage ratio rate as or set Hong forth Kong in Interbank Restated Offered VML Credit Rate ( HIBOR ), Agreement. plus a credit ranges from 0.25% to 1.125% per annum for loans accruing interest at base rate from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate.
5. VML, DISCLOSURE our subsidiary OF FINANCIAL holder RESULTS our gaming IN MACAO ( MFRS Financial Statements ) to Gaming Inspection Subconcession, Coordination will file its Bureau financial statements in February in accordance 2017. This with is a statutory Financial filing requirement Reporting mated Stards by ( MFRS ) law for year our gaming ended December Subconcession 31, 2016 contract. Consolidated In addition, Statements ) VML in has a statutory Official contractual Gazette obligation local newspapers to publish in its consolidated before financial end statements April 2017. prepared MFRS in accordance Financial with Statements MFRS for year MFRS ended Consolidated December Statements 31, 2016 ( MFRS comparable with Company s financial results disclosed herein, which are prepared under IFRS. may not be directly 6. SCOPE figures OF in respect WORK OF DELOITTE Group s consolidated TOUCHE TOHMATSU 2016 as set out in this preliminary announcement have balance been sheet, agreed consolidated by Company s income statement, auditor, Deloitte consolidated Touche statement Tohmatsu ( comprehensive Auditor ), to income amounts set related out in notes Group s reto for draft consolidated year ended December financial 31, statements Engagements for or Hong year. Kong work Stards performed on Assurance by Auditor Engagements in this respect issued by did not Hong constitute Kong an Institute assurance Certified engagement Public in accordance Accountants with Hong consequently Kong Stards no assurance on Auditing, has been Hong expressed Kong by Stards Auditor on Review preliminary announcement. on this 7. CORPORATE CORPORATE GOVERNANCE GOVERNANCE Good corporate governance underpins PRACTICES corporate governance requires that our Board creation approves Shareholder strategic direction, value at monitors Ss China performance, maintaining oversees effective highest stards risk management corporate leads governance creation is a core responsibility right compliant culture Board. across An effective organization. system also gives our investors confidence that we are exercising our stewardship responsibilities with due skill care. It To ensure Company. that This we adhere is based to high on stards policies, principles corporate governance, practices set we out have in developed Corporate our Governance own corporate Code governance ( Code ) principles contained guidelines in Appendix that 14 set out how Listing corporate Rules governance draws on operates or best in practice practices. within
remuneration Company packages has also adopted individual a revised Executive set Terms Directors Reference senior management Remuneration Committee Group (as on defined January in 20, 2017, revised under Terms which Reference Remuneration Remuneration Committee has Committee). delegated responsibility to determine Code. Board is view that throughout year ended December 31, 2016, save as disclosed below, Company fully complied with all code provisions certain recommended best practices set out in roles Provision Chairman A.2.1 executive ficer should be Chief separate Executive should Officer not be have performed been performed by same by Mr. individual, Sheldon Gary combination Adelson since March roles 6, 2015. chairman Although chief under executive code provision ficer A.2.1 by Mr. Adelson Code, is considered roles to chairman be in best chief Company its Shareholders as a whole. Company believes that combined roles Mr. Adelson promotes better leadership for both Board management allows more focus on interests developing Code Provision business A.4.2strategies implementation objectives policies. structure is supported by Company s well established corporate governance structure internal control policies. Under Dr. Wong code Ying provision Wai was A.4.2 appointed Code, as an all Executive directors Director appointed by to fill Board a casual with vacancy effect from should January be subject to election by shareholders at first general meeting after appointment. 22, extraordinary 2016 was general re-elected meeting at that next was annual held on general February meeting 19, 2016 for Company purpose immediately amending following terms his appointment, Company s which Equity was Award held on Plan. May 27, Re-election 2016 ( Re-election ). was in accordance Re-election with article did 101(3) not occur at Company s next following articles annual general association, meeting which complies Company with paragraph shall n 4(2) be eligible Appendix for re-election. 3 Listing Rules. Article 101(3) provides that any director so appointed by Board shall hold fice only until Code Under Provision code provision A.5.1 Ferguson Bruce on March A.5.1 7, 2016 Code, March Nomination 11, 2016, respectively, Committee should Nomination comprise Committee a majority did Independent not comprise Non-Executive a majority Independent Directors. Owing Non-Executive to resignation Directors Mr. refore David Muir did Turnbull not comply with Mr. Iain provision A.5.1 Code for period from March 7, 2016 to December code 29, Following 2016. Independent Non-Executive appointment Directors, Ms. Chiang as members Yun Mr. Victor Nomination Patrick Committee Hoog Antink, on December Company s 2016, Company has since complied with code provision A.5.1 Code. 30,
Code Under Provision code provision E.1.2 held on May 27, 2016 E.1.2 due to or Code, business commitments. Chairman Board should attend annual general meeting Company. Chairman Board was absent from Company s annual general meeting MODEL Company CODE has FOR developed SECURITIES its own TRANSACTIONS information Company on terms securities no less exacting trading than code for Model securities Code transactions for Securities ( Transactions Company Code ) by Directors by Directors Listed Issuers relevant as set employees out in Appendix who are 10 likely to Listing be in Rules possession ( Model unpublished Code ). inside specific enquiry by Company, all Directors have confirmed that y have complied with Company Code, refore, with Model Code throughout year 2016 to date this announcement. Following BOARD following AND changes BOARD were COMMITTEES made to composition COMPOSITION Company during year 2016 up to date this announcement: Board On Board January Committees 22, 2016: Director, Dr. Wong a member Ying Wai, Remuneration President Committee Chief Operating Officer, Capex was Committee. appointed On as March an Executive Mr. David Muir Turnbull resigned as an Independent Non-Executive Director, chairman 7, 2016: On March 11, 2016: Remuneration Committee a member Nomination Committee. Audit Mr. Committee, Iain Ferguson Remuneration Bruce resigned Committee as an Independent Nomination Non-Executive Committee; Director, a member Non-Executive Mr. Robert Glen Director Goldstein a member was appointed to Capex replace Committee Mr. Michael on April Alan 12, Leven 2016. as chairman Capex Committee. Mr. Leven continued to act as a member Capex Committee until his retirement as a On Mr. April Steven 15, 2016: Zygmunt Strasser was appointed as chairman Remuneration Committee; Executive Mr. Toh Director, Hup Hock resigned a director as various Chief Financial subsidiaries Officer Company. Executive Vice President, an