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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-32373
 LAS VEGAS SANDS CORP.
 (Exact name of registrant as specified in its charter)
 Nevada(State or other jurisdiction of 
incorporation or organization)
    
    27-0099920(IRS Employer
Identification No.)3355 Las Vegas Boulevard South 
Las Vegas, Nevada(Address of principal executive offices)
    
    89109(Zip Code)
 Registrants telephone number, including area code:
(702) 414-1000
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock ($0.001 par value)
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 Yes þ No o
 Yes o No þ
 þ o
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Description of document
    
    Part of the Form 10-KPortions of the definitive Proxy Statement to be
used in connection with the registrants 2011 Annual
Meeting of Stockholders
    
    Part III (Item 10 through Item 14)




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##### 



Las Vegas Sands Corp.
 Table of Contents
 PagePART IITEM 1  BUSINESS
    
    
    3ITEM 1A  RISK FACTORS
    
    
    25ITEM 1B  UNRESOLVED STAFF COMMENTS
    
    
    41ITEM 2  PROPERTIES
    
    
    41ITEM 3  LEGAL PROCEEDINGS
    
    
    42ITEM 4  REMOVED AND RESERVED
    
    
    44PART IIITEM 5  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    45ITEM 6  SELECTED FINANCIAL DATA
    
    
    47ITEM 7  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    48ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    69ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    71ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    129ITEM 9A  CONTROLS AND PROCEDURES
    
    
    129ITEM 9B  OTHER INFORMATION
    
    
    130PART IIIITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    131ITEM 11  EXECUTIVE COMPENSATION
    
    
    131ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    131ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
    
    
    131ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    131PART IVITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    132Exhibit 10.34Exhibit 10.48Exhibit 10.51Exhibit 10.57Exhibit 10.60Exhibit 10.82Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I
 
 ITEM 1.
    
    BUSINESS
 Overview
 tm tm
 Our Company
   www.lasvegassands.com.
    3




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Operations
 Las Vegas
  tm
     4




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Pennsylvania
  Macau
     tm
  5




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Singapore
 tm
 Development Projects
  United States
   6




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Macau
  
    
    Parcels 5 and 6  We are staging the construction of the integrated resort on parcels 5
and 6. Upon completion of phases I and II of the project, the integrated resort will feature
approximately 6,000 hotel rooms, approximately 300,000 square feet of gaming space,
approximately 1.2 million square feet of retail, entertainment and dining facilities,
exhibition and conference facilities and a multipurpose theater. Phase I of the project is
expected to include two hotel towers to be managed by Shangri-La International Hotel
Management Limited (Shangri-La) under its Shangri-La and Traders brands and Sheraton
International Inc. and Sheraton Overseas Management Co. (collectively Starwood) under its
Sheraton brand, as well as completion of the structural work of an adjacent hotel tower to
be managed by Starwood under its Sheraton brand. Phase I will also include the gaming space
and a partial opening of the retail and exhibition and conference facilities. The total cost
to complete phase I is expected to be approximately $2.0 billion. Phase II of the project
includes completion of the additional Sheraton hotel tower, the theater and the remaining
retail facilities. The total cost to complete phase II is expected to be approximately $300
million. Phase III of the project is expected to include a fourth hotel and mixed-use tower
to be managed by Starwood under its St. Regis brand and the total cost to complete is
expected to be approximately $450 million. In connection with entering into the $1.75
billion Venetian Orient Limited (VOL) credit facility to be used together with $500.0
million of proceeds from the SCL Offering, we have recommenced construction activities. We
are currently working with the Macau government to obtain sufficient construction labor for
the project. Until adequate labor quotas are received, the timing of the completion of
phases I and II is currently not determinable; however, we are progressing on alternative
scenarios for completion of selected portions of phases I and II with the construction labor
currently onsite. We intend to commence construction of phase III of the project as demand
and market conditions warrant it. As of December 31, 2010, we have capitalized construction
costs of $2.01 billion for the entire project (including $135.1 million in outstanding
construction payables). Our management agreements with Starwood and Shangri-La impose
certain construction deadlines and opening obligations on us and certain past and/or
anticipated delays, as described above, would allow Starwood and Shangri-La to terminate
their respective agreements. We are currently negotiating (or undertaking to negotiate)
amendments to the management agreements with Starwood and Shangri-La to provide for new
opening timelines. See Item 1A  Risk Factors  Risks Related with Our International
Operations  Our revised development plan may give certain of our hotel managers for our
Cotai Strip developments the right to terminate their agreements with us.
 
    
    Parcels 7 and 8   If we are successful in winning our appeal and obtaining the land
concession for parcels 7 and 8 (as discussed below), the related integrated resort is
expected to be similar in size and scope to the integrated resort on parcels 5 and 6. We had
commenced pre-construction activities and have capitalized construction costs of $102.1
million as of December 31, 2010. We intend to commence construction after the integrated
resorts on parcels 5 and 6 and 3 are complete, necessary government approvals are obtained
(including the land concession), regional and global economic conditions improve, future
demand warrants it and additional financing is obtained.
 
    
    Parcel 3  The integrated resort on parcel 3 will be connected to The Venetian Macao and
Four Seasons Macao. The multi-hotel complex is intended to include a gaming area, a shopping
mall and serviced luxury apart-hotel units. We had commenced pre-construction activities and
have capitalized construction costs of $34.3 million as of December 31, 2010. We intend to
commence construction after the integrated resort on parcels 5 and 6 is complete, necessary
government approvals are obtained, regional and global economic conditions improve, future
demand warrants it and additional financing is obtained.
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Other
  The Las Vegas Market
    8




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The Macau Market
 Macau as a Gaming and Resort Destination
     Proximity to Major Asian Cities
    9




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tm
  Competition in Macau
       10




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The Singapore Market
 Singapore as a Gaming and Resort Destination
      Proximity to Major Asian Cities
   11




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Competition in Singapore
   Advertising and Marketing
  Regulation and Licensing
 State of Nevada
   
    
    the prevention of unsavory or unsuitable persons from having a direct or indirect
involvement with gaming at any time or in any capacity;
 
    
    the establishment and maintenance of responsible accounting practices and procedures;
 
    
    the maintenance of effective controls over the financial practices of licensees,
including establishing minimum procedures for internal fiscal affairs and the safeguarding
of assets and revenues, providing reliable record-keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities;
 
    
    the prevention of cheating and fraudulent practices; and
 
    
    the establishment of a source of state and local revenues through taxation and licensing
fees.
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
    
    voting on all matters voted on by stockholders;
 
    
    making financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in management,
policies or operations; and
 
    
    such other activities as the Nevada Commission may determine to be consistent with such
investment intent.
   
    
    allow that person to exercise, directly or indirectly, any voting right conferred through
securities held by that person;
 
    
    pay remuneration in any form to that person for services rendered or otherwise; or
 
    
    fail to pursue all lawful efforts to require such unsuitable person to relinquish his or
her voting securities including, if necessary, the purchase for cash at fair market value.
   
    
    pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
 
    
    recognizes any voting right by such unsuitable person in connection with such securities;
or
    
    pays the unsuitable person remuneration in any form.
  14




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
    
    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.
    
    
    a percentage of the gross revenues received;
    
    the number of gaming devices operated; or
 
    
    the number of table games operated.
  15




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Commonwealth of Pennsylvania
        16




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Macau Concession and Our Subconcession
     17




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
    
    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.
     18




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
    
    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.
   
    
    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 Macau 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 Macau;
 
    
    the failure to pay taxes, premiums, levies or other amounts payable to the Macau
government;
 
    
    the failure to resume operations following the temporary assumption of operations by the
Macau government;
 
    
    the repeated failure to comply with decisions of the Macau government;
 
    
    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.
  19




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
    
    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 Macaus interests in tax revenue from the operation of casinos and
other gaming areas; and
 
    
    maintain a specified level of insurance.
     .
   20




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Development Agreement with Singapore Tourism Board
       21




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22




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Employees
    Intellectual Property
  Agreements Relating to the Malls
 The Grand Canal Shoppes
  
    
    continue to be obligated to fulfill certain lease termination and asset purchase
agreements;
 
    
    lease the portion of the Blue Man Group theater space located within The Grand Canal
Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension
options, with initial fixed minimum rent of $3.3 million per year;
 
    
    lease the gondola retail store and the canal space located within The Grand Canal Shoppes
from GGP (and by amendment the extension of the canal space extended into The Shoppes at The
Palazzo) for a period of 25 years, subject to an additional 50 years of extension options,
with initial fixed minimum rent of $3.5 million per year; and
    
    lease certain office space from GGP for a period of 10 years, subject to an additional 65
years of extension options, with initial annual rent of approximately $0.9 million.
   23




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The Shoppes at The Palazzo
   Cooperation Agreement
   24




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Operating Covenants.
 Maintenance and Repair.
 Insurance.
 Parking.
 Utility Easement.
 Consents, Approvals and Disputes.
 Sale of The Grand Canal Shoppes or The Shoppes at The Palazzo by GGP.
 
 ITEM 1A.
    
    RISK FACTORS
   25




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Risks Related to Our Business
 Disruptions in the financial markets could have an adverse effect on our ability to raise
additional financing. Should general economic conditions not improve, if we are unable to obtain
sufficient funding or applicable government approvals such that completion of our suspended
projects is not probable, or should management decide to abandon certain projects, all or a
portion of our investment to date in our suspended projects could be lost.
   Our business is particularly sensitive to reductions in discretionary consumer spending as a
result of downturns in the economy.
  There are significant risks associated with our planned construction projects, which could have an
adverse effect on our financial condition, results of operations or cash flows from these planned
facilities.
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Because we are currently dependent primarily upon our properties in three markets for all of our
cash flow, we are subject to greater risks than a gaming company with more operating properties or
that operates in more markets.
   
    
    local economic and competitive conditions;
 
    
    inaccessibility due to inclement weather, road construction or closure of primary access
routes;
 
    
    decline in air passenger traffic due to higher ticket costs or fears concerning air
travel;
 
    
    changes in local and state governmental laws and regulations, including gaming laws and
regulations;
 
    
    natural and other disasters, including the risk of typhoons in the South China region or
outbreaks of infectious diseases;
 
    
    changes in the availability of water; and
 
    
    a decline in the number of visitors to Las Vegas, Macau or Singapore.
  27




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Our substantial debt could impair our financial condition, results of operations or cash flows. We
will need to incur additional debt to finance our planned construction projects.
  
    
    make it more difficult for us to satisfy our debt obligations;
 
    
    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 expenditures, development projects, 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 for
our operations and development projects;
 
    
    limit our flexibility in planning for, or reacting to, changes in the business and the
industry in which we operate;
 
    
    place us at a competitive disadvantage compared to our competitors that have less debt;
and
 
    
    subject us to higher interest expense in the event of increases in interest rates as a
significant portion of our debt is, and will continue to be, at variable rates of interest.
  The terms of our debt instruments may restrict our current and future operations, particularly our
ability to finance additional growth, respond to changes or take some actions that may otherwise
be in our best interests.
  
    
    incur additional debt, including providing guarantees or credit support;
 
    
    incur liens securing indebtedness or other obligations;
 
    
    dispose of assets;
 
    
    make certain acquisitions;
 
    
    pay dividends or make distributions and make other restricted payments, such as
purchasing equity interests, repurchasing junior indebtedness or making investments in third
parties;
 
    
    enter into sale and leaseback transactions;
 
    
    engage in any new businesses;
 
    
    issue preferred stock; and
 
    
    enter into transactions with our stockholders and our affiliates.
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Our indebtedness is secured by a substantial portion of our assets, except for our equity
interests in our subsidiaries.
  Our insurance coverage may not be adequate to cover all possible losses that our properties could
suffer. In addition, our insurance costs may increase and we may not be able to obtain the same
insurance coverage in the future.
        29




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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.
  The interests of our principal stockholder in our business may be different from yours.
  We are a parent company and our primary source of cash is and will be distributions from our
subsidiaries.
  Our business is sensitive to the willingness of our customers to travel. Acts of terrorism,
regional political events and developments in the conflicts in certain countries could cause
severe disruptions in air travel that reduce the number of visitors to our facilities, resulting
in a material adverse effect on our financial condition, results of operations or cash flows.
  We extend credit to a large portion of our customers and we may not be able to collect gaming
receivables from our credit players.
    30




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Any violation of the Foreign Corrupt Practices Act or applicable anti-money laundering regulation
could have a negative impact on us.
   A failure to establish and protect our IP rights could have an adverse effect on our
business, financial condition and results of operations.
  Conflicts of interest may arise because certain of our directors and officers are also directors
of SCL.
  Changes in tax laws and regulations could impact the Companys financial condition and results of operations.
   31




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Risks Associated with Our U.S. Operations
 We face significant competition in Las Vegas, which could have a material adverse effect on our
financial condition, results of operations or cash flows. In addition, any significant downturn in
the trade show and convention business could have a significant and adverse effect on our mid-week
occupancy rates and business.
     The loss of our gaming license or our failure to comply with the extensive regulations that govern
our operations in any jurisdiction where we operate could have an adverse effect on our financial
condition, results of operations or cash flows.
      32




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Certain beneficial owners of our voting securities may be required to file an application with,
and be investigated by, the Nevada Gaming Authorities, and the Nevada Commission may restrict the
ability of a beneficial owner to receive any benefit from our voting securities and may require
the disposition of shares of our voting securities, if a beneficial owner is found to be
unsuitable.
   
    
    allow that person to exercise, directly or indirectly, any voting right conferred through
securities held by that person;
 
    
    pay remuneration in any form to that person for services rendered or otherwise; or
 
    
    fail to pursue all lawful efforts to require such unsuitable person to relinquish his or
her voting securities including, if necessary, purchasing them for cash at fair market
value.
  Certain beneficial owners of our voting securities may be required to file a license application
with, and be investigated by, the Pennsylvania Gaming Control Board, the Pennsylvania State Police
and other agencies.
      33




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If GGP (or any future owner of The Shoppes at The Palazzo or The Grand Canal Shoppes) breaches any
of its material agreements with us or if we are unable to maintain an acceptable working
relationship with GGP (or any future owner), there could be a material adverse effect on our
financial condition, results of operations or cash flows.
   The final purchase price on the sale of The Shoppes at The Palazzo could have an adverse effect on
the results of operations or cash flows at our Las Vegas Operating Properties.
   34




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Risks Associated with Our International Operations
 Conducting business in Macau and Singapore has certain political and economic risks which may have
an effect on the financial condition, results of operations or cash flows of our Asian operations.
     During December 2010, we received notice
from the Macau government that our application for a land concession for parcels 7 and 8 was not approved. If we do
not obtain the land concession or do
not receive full reimbursement of our capitalized investment in this project, we would record a charge for all or some portion of our investment in this site and would not be able to build or operate the
planned facilities on this site.
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We are required to build and open our
Cotai Strip developments on parcel 3  by April 2013
and on parcels 5 and 6 by May 2014. Unless we meet these deadlines or obtain extensions, we may
lose our land concessions for parcel 3 or parcels 5 and 6, which would prohibit us from operating
any facilities developed under such land concessions.
  Our revised development plan may give certain of our hotel managers for our Cotai Strip
developments the right to terminate their agreements with us.
  Our Macau subconcession can be terminated under certain circumstances without compensation to us,
which would have a material adverse effect on our financial condition, results of operations or
cash flows.
   36




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Our Singapore concession can be terminated under certain circumstances without compensation to us,
which would have a material adverse effect on our financial condition, results of operations or
cash flows.
   We will stop generating any revenues from our Macau gaming operations if we cannot secure an
extension of our subconcession in 2022 or if the Macau government exercises its redemption right.
  The number of visitors to Macau, particularly visitors from mainland China, may decline or travel
to Macau may be disrupted.
    Our Macau operations face intense competition, which could have a material adverse effect on our
financial condition, results of operations or cash flows.
   37




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The Macau and Singapore governments could grant additional rights to conduct gaming in the future,
which could have a material adverse effect on our financial condition, results of operations or
cash flows.
   We may not be able to obtain adequate labor to construct our development projects in Macau or
attract and retain professional staff necessary for our existing and future operations in Macau
and Singapore.
   We are dependent upon gaming junket operators for a significant portion of our gaming revenues in
Macau.
   Our business could be adversely affected by the limitations of the pataca exchange markets and
restrictions on the export of the renminbi.
   38




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Certain Nevada gaming laws apply to our gaming activities and associations in other jurisdictions
where we operate or plan to operate.
  
    
    knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming
operation;
 
    
    fail to conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations;
 
    
    engage in any activity or enter into any association that is unsuitable for us because it
poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to
reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary
to the gaming policies of Nevada;
 
    
    engage in any activity or enter into any association that interferes with the ability of
the State of Nevada to collect gaming taxes and fees; or
 
    
    employ, contract with or associate with any person in the foreign gaming operation who
has been denied a license or a finding of suitability in Nevada on the ground of personal
unsuitability, or who has been found guilty of cheating at gambling.
    39




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We may not be able to monetize some of our real estate assets.
  VML may have financial and other obligations to foreign workers managed by its contractors under
government labor quotas.
  The transportation infrastructure in Macau may need to be expanded to meet increased visitation in
Macau.
  We are currently not required to pay corporate income taxes on our casino gaming operations in
Macau. This tax exemption expires at the end of 2013.
  Macau is susceptible to severe typhoons that may disrupt operations.
   40




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An outbreak of highly infectious disease could adversely affect the number of visitors to our
facilities and disrupt our operations, resulting in a material adverse effect on our financial
condition, results of operations or cash flows.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
     41




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ITEM 3.
    
    LEGAL PROCEEDINGS
     42




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ITEM 4.
    
    REMOVED AND RESERVED
  44




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 Market Information
  High
    
    
    Low2009First Quarter
    
    $
    9.15
    
    
    $
    1.38Second Quarter
    
    $
    11.84
    
    
    $
    3.08Third Quarter
    
    $
    20.73
    
    
    $
    6.32Fourth Quarter
    
    $
    18.84
    
    
    $
    12.952010First Quarter
    
    $
    22.49
    
    
    $
    14.88Second Quarter
    
    $
    27.84
    
    
    $
    18.08Third Quarter
    
    $
    35.90
    
    
    $
    20.73Fourth Quarter
    
    $
    55.47
    
    
    $
    34.612011First Quarter (through February 18, 2011)
    
    $
    51.05
    
    
    $
    44.11
  Dividends
   Preferred StockDividends Paid to
    
    
    Preferred Stock
    
    
    Total PreferredBoard of Directors
    
    
    
    Principal
    
    
    Dividends Paid to
    
    
    StockDeclaration Date
    
    Payment Date
    
    Stockholders Family
    
    
    Public Holders
    
    
    Dividends PaidFebruary 5, 2009
    
    February 17, 2009
    
    $
    13,125
    
    
    $
    11,347
    
    
    $
    24,472April 30, 2009
    
    May 15, 2009
    
    
    13,125
    
    
    
    10,400
    
    
    
    23,525July 31, 2009
    
    August 17, 2009
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350October 30, 2009
    
    November 16, 2009
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350$
    94,697February 5, 2010
    
    February 16, 2010
    
    $
    13,125
    
    
    $
    10,225
    
    
    $
    23,350May 4, 2010
    
    March 17, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350July 29, 2010
    
    August 16, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350November 2, 2010
    
    November 15, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350$
    93,400February 1, 2011
    
    February 15, 2011
    
    $
    13,125
    
    
    $
    6,473
    
    
    $
    19,598
   45




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##### Table of Contents



Recent Sales of Unregistered Securities
  Performance Graph
  
 Cumulative Total Return12/31/05
    
    
    12/31/06
    
    
    12/31/07
    
    
    12/31/08
    
    
    12/31/09
    
    
    12/31/10Las Vegas Sands Corp.
    
    $
    100.00
    
    
    $
    226.70
    
    
    $
    261.08
    
    
    $
    15.02
    
    
    $
    37.85
    
    
    $
    116.42S&P 500
    
    $
    100.00
    
    
    $
    115.80
    
    
    $
    122.16
    
    
    $
    76.96
    
    
    $
    97.33
    
    
    $
    111.99Dow Jones US Gambling Index
    
    $
    100.00
    
    
    $
    145.71
    
    
    $
    167.28
    
    
    $
    44.99
    
    
    $
    70.06
    
    
    $
    121.28
 The performance graph should not be deemed filed or incorporated by reference into any other
Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent
the Company specifically incorporates the performance graph by reference therein.
  46




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##### Table of Contents



ITEM 6.
    
    SELECTED FINANCIAL DATA
  Year Ended December 31,2010(1)
    
    
    2009(2)(3)
    
    
    2008(4)
    
    
    2007(5)
    
    
    2006(In thousands, except per share data)STATEMENT OF OPERATIONS DATAGross revenues
    
    $
    7,317,937
    
    
    $
    4,929,444
    
    
    $
    4,735,126
    
    
    $
    3,104,422
    
    
    $
    2,340,178Less  promotional allowances
    
    
    (464,755
    )
    
    
    (366,339
    )
    
    
    (345,180
    )
    
    
    (153,855
    )
    
    
    (103,319
    )Net revenues
    
    
    6,853,182
    
    
    
    4,563,105
    
    
    
    4,389,946
    
    
    
    2,950,567
    
    
    
    2,236,859Operating expenses
    
    
    5,672,596
    
    
    
    4,591,845
    
    
    
    4,226,283
    
    
    
    2,620,557
    
    
    
    1,662,762Operating income (loss)
    
    
    1,180,586
    
    
    
    (28,740
    )
    
    
    163,663
    
    
    
    330,010
    
    
    
    574,097Interest expense, net
    
    
    (297,866
    )
    
    
    (310,748
    )
    
    
    (402,039
    )
    
    
    (172,344
    )
    
    
    (69,662
    )Other income (expense)
    
    
    (8,260
    )
    
    
    (9,891
    )
    
    
    19,492
    
    
    
    (8,682
    )
    
    
    (189
    )Loss on modification or early
retirement of debt
    
    
    (18,555
    )
    
    
    (23,248
    )
    
    
    (9,141
    )
    
    
    (10,705
    )
    
    
    Income (loss) before income taxes
    
    
    855,905
    
    
    
    (372,627
    )
    
    
    (228,025
    )
    
    
    138,279
    
    
    
    504,246Income tax benefit (expense)
    
    
    (74,302
    )
    
    
    3,884
    
    
    
    59,700
    
    
    
    (21,591
    )
    
    
    (62,243
    )Net income (loss)
    
    
    781,603
    
    
    
    (368,743
    )
    
    
    (168,325
    )
    
    
    116,688
    
    
    
    442,003Net (income) loss attributable to
noncontrolling interests
    
    
    (182,209
    )
    
    
    14,264
    
    
    
    4,767
    
    
    
    
    
    
    
    Net income (loss) attributable to
Las Vegas Sands Corp.
    
    
    599,394
    
    
    
    (354,479
    )
    
    
    (163,558
    )
    
    
    116,688
    
    
    
    442,003Preferred stock dividends
    
    
    (92,807
    )
    
    
    (93,026
    )
    
    
    (13,638
    )
    
    
    
    
    
    
    Accretion to redemption value of
preferred stock issued to Principal
Stockholders family
    
    
    (92,545
    )
    
    
    (92,545
    )
    
    
    (11,568
    )
    
    
    
    
    
    
    Preferred stock inducement premium
    
    
    (6,579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to
common stockholders
    
    $
    407,463
    
    
    $
    (540,050
    )
    
    $
    (188,764
    )
    
    $
    116,688
    
    
    $
    442,003Per share data:Basic earnings (loss) per share
    
    $
    0.61
    
    
    $
    (0.82
    )
    
    $
    (0.48
    )
    
    $
    0.33
    
    
    $
    1.25Diluted earnings (loss) per share
    
    $
    0.51
    
    
    $
    (0.82
    )
    
    $
    (0.48
    )
    
    $
    0.33
    
    
    $
    1.24OTHER DATACapital expenditures
    
    $
    2,023,981
    
    
    $
    2,092,896
    
    
    $
    3,789,008
    
    
    $
    3,793,703
    
    
    $
    1,925,291
 December 31,2010
    
    
    2009(6)
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)BALANCE SHEET DATATotal assets
    
    $
    21,044,308
    
    
    $
    20,572,106
    
    
    $
    17,144,113
    
    
    $
    11,466,517
    
    
    $
    7,126,458Long-term debt
    
    $
    9,373,755
    
    
    $
    10,852,147
    
    
    $
    10,356,115
    
    
    $
    7,517,997
    
    
    $
    4,136,152Preferred stock
issued to Principal
Stockholders
family
    
    $
    503,379
    
    
    $
    410,834
    
    
    $
    318,289
    
    
    $
    
    
    
    $
    Total Las Vegas
Sands Corp.
stockholders
equity
    
    $
    6,662,991
    
    
    $
    5,850,699
    
    
    $
    4,422,108
    
    
    $
    2,260,274
    
    
    $
    2,075,154
 
 (1)
    
    Marina Bay Sands partially opened on April 27, 2010.(2)
    
    Sands Bethlehem opened on May 22, 2009.(3)
    
    During the year ended December 31, 2009, we recorded an impairment loss of $169.5 million, a
legal settlement expense of $42.5 million and a valuation allowance against our U.S. deferred
tax assets of $96.9 million.(4)
    
    Four Seasons Macao opened on August 28, 2008.(5)
    
    The Venetian Macao opened on August 28, 2007, and The Palazzo partially opened on December
30, 2007.(6)
    
    During 2010, we revised our December 31, 2009, consolidated balance sheet to appropriately
reflect the impact of the issuance of SCL shares upon its initial public offering. This
revision resulted in a $655.7 million increase in the noncontrolling interests balance with a
corresponding reduction to capital in excess of par value. The revision, which we determined
is not material, had no impact on total equity, results of operations or cash flows.  47




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Operations
    Development Projects
   48




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United States
  Macau
    Other
   49




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##### Table of Contents



Summary Financial Results
  Year Ended December 31,Percent
    
    
    
    
    
    
    Percent2010
    
    
    Change
    
    
    2009
    
    
    Change
    
    
    2008(Dollars in thousands)Net revenues
    
    $
    6,853,182
    
    
    
    50.2
    %
    
    $
    4,563,105
    
    
    
    3.9
    %
    
    $
    4,389,946Operating expenses
    
    
    5,672,596
    
    
    
    23.5
    %
    
    
    4,591,845
    
    
    
    8.6
    %
    
    
    4,226,283Operating income (loss)
    
    
    1,180,586
    
    
    
    4,207.8
    %
    
    
    (28,740
    )
    
    
    (117.6
    )%
    
    
    163,663Income (loss) before income taxes
    
    
    855,905
    
    
    
    329.7
    %
    
    
    (372,627
    )
    
    
    (63.4
    )%
    
    
    (228,025
    )Net income (loss)
    
    
    781,603
    
    
    
    312.0
    %
    
    
    (368,743
    )
    
    
    (119.1
    )%
    
    
    (168,325
    )Net income (loss) attributable
to Las Vegas Sands Corp.
    
    
    599,394
    
    
    
    269.1
    %
    
    
    (354,479
    )
    
    
    (116.7
    )%
    
    
    (163,558
    )
 Percent of Net RevenuesYear Ended December 31,2010
    
    
    2009
    
    
    2008Operating expenses
    
    
    82.8
    %
    
    
    100.6
    %
    
    
    96.3
    %Operating income (loss)
    
    
    17.2
    %
    
    
    (0.6
    )%
    
    
    3.7
    %Income (loss) before income taxes
    
    
    12.5
    %
    
    
    (8.2
    )%
    
    
    (5.2
    )%Net income (loss)
    
    
    11.4
    %
    
    
    (8.1
    )%
    
    
    (3.8
    )%Net income (loss) attributable to Las Vegas Sands Corp
    
    
    8.7
    %
    
    
    (7.8
    )%
    
    
    (3.7
    )%
  Key Operating Revenue Measurements
   Casino revenue measurements for the U.S.:
 Casino revenue measurements for Macau and Singapore:
   50




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##### Table of Contents



Hotel revenue measurements:
 Year Ended December 31, 2010 compared to the Year Ended December 31, 2009
 Operating Revenues
  Year Ended December 31,2010
    
    
    2009
    
    
    Percent Change(Dollars in thousands)Casino
    
    $
    5,533,088
    
    
    $
    3,524,798
    
    
    
    57.0
    %Rooms
    
    
    797,499
    
    
    
    657,783
    
    
    
    21.2
    %Food and beverage
    
    
    446,558
    
    
    
    327,699
    
    
    
    36.3
    %Convention, retail and other
    
    
    540,792
    
    
    
    419,164
    
    
    
    29.0
    %7,317,937
    
    
    
    4,929,444
    
    
    
    48.5
    %Less  promotional allowances
    
    
    (464,755
    )
    
    
    (366,339
    )
    
    
    26.9
    %Total net revenues
    
    $
    6,853,182
    
    
    $
    4,563,105
    
    
    
    50.2
    %
   Year Ended December 31,2010
    
    
    2009
    
    
    Change(Dollars in thousands)Macau Operations:The Venetian MacaoTotal casino revenues
    
    $
    2,086,668
    
    
    $
    1,699,599
    
    
    
    22.8
    %Non-Rolling Chip drop
    
    $
    3,737,693
    
    
    $
    3,362,780
    
    
    
    11.1
    %Non-Rolling Chip win percentage
    
    
    26.2
    %
    
    
    23.6
    %
    
    2.6
    ptsRolling Chip volume
    
    $
    42,650,092
    
    
    $
    37,701,027
    
    
    
    13.1
    %Rolling Chip win percentage
    
    
    3.07
    %
    
    
    2.80
    %
    
    0.27
    ptsSlot handle
    
    $
    2,926,606
    
    
    $
    2,362,680
    
    
    
    23.9
    %Slot hold percentage
    
    
    7.1
    %
    
    
    7.4
    %
    
    (0.3
    )ptsSands MacaoTotal casino revenues
    
    $
    1,168,117
    
    
    $
    1,003,042
    
    
    
    16.5
    %Non-Rolling Chip drop
    
    $
    2,512,122
    
    
    $
    2,413,446
    
    
    
    4.1
    %Non-Rolling Chip win percentage
    
    
    20.3
    %
    
    
    19.5
    %
    
    0.8
    ptsRolling Chip volume
    
    $
    27,415,476
    
    
    $
    21,920,186
    
    
    
    25.1
    %Rolling Chip win percentage
    
    
    3.06
    %
    
    
    3.01
    %
    
    0.05
    ptsSlot handle
    
    $
    1,599,199
    
    
    $
    1,256,857
    
    
    
    27.2
    %Slot hold percentage
    
    
    5.9
    %
    
    
    6.6
    %
    
    (0.7
    )pts
  51




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##### Table of Contents



Year Ended December 31,2010
    
    
    2009
    
    
    Change(Dollars in thousands)Four Seasons MacaoTotal casino revenues
    
    $
    433,424
    
    
    $
    207,191
    
    
    
    109.2
    %Non-Rolling Chip drop
    
    $
    391,554
    
    
    $
    335,655
    
    
    
    16.7
    %Non-Rolling Chip win percentage
    
    
    29.0
    %
    
    
    23.7
    %
    
    5.3
    ptsRolling Chip volume
    
    $
    17,890,832
    
    
    $
    7,059,450
    
    
    
    153.4
    %Rolling Chip win percentage
    
    
    2.56
    %
    
    
    2.35
    %
    
    0.21
    ptsSlot handle
    
    $
    510,392
    
    
    $
    240,358
    
    
    
    112.3
    %Slot hold percentage
    
    
    5.9
    %
    
    
    5.9
    %
    
    
    ptsU.S. Operations:Las Vegas Operating PropertiesTotal casino revenues
    
    $
    496,637
    
    
    $
    473,176
    
    
    
    5.0
    %Table games drop
    
    $
    1,904,004
    
    
    $
    1,769,130
    
    
    
    7.6
    %Table games win percentage
    
    
    18.8
    %
    
    
    17.3
    %
    
    1.5
    ptsSlot handle
    
    $
    2,549,722
    
    
    $
    2,705,309
    
    
    
    (5.8
    )%Slot hold percentage
    
    
    7.9
    %
    
    
    7.5
    %
    
    0.4
    ptsSands BethlehemTotal casino revenues
    
    $
    285,856
    
    
    $
    141,790
    
    
    
    101.6
    %Table games drop
    
    $
    174,587
    
    
    $
    
    
    
    
    
    %Table games win percentage
    
    
    13.9
    %
    
    
    
    %
    
    
    ptsSlot handle
    
    $
    3,644,250
    
    
    $
    2,030,529
    
    
    
    79.5
    %Slot hold percentage
    
    
    7.1
    %
    
    
    7.0
    %
    
    0.1
    ptsSingapore Operations:Marina Bay SandsTotal casino revenues
    
    $
    1,062,386
    
    
    $
    
    
    
    
    
    %Non-Rolling Chip drop
    
    $
    2,372,451
    
    
    $
    
    
    
    
    
    %Non-Rolling Chip win percentage
    
    
    22.2
    %
    
    
    
    %
    
    
    
    ptsRolling Chip volume
    
    $
    22,277,677
    
    
    $
    
    
    
    
    
    %Rolling Chip win percentage
    
    
    2.74
    %
    
    
    
    %
    
    
    
    ptsSlot handle
    
    $
    3,676,402
    
    
    $
    
    
    
    
    
    %Slot hold percentage
    
    
    5.8
    %
    
    
    
    %
    
    
    
    pts
   Year Ended December 31,2010
    
    
    2009
    
    
    Change(Room revenues in thousands)Macau Operations:The Venetian MacaoTotal room revenues
    
    $
    199,277
    
    
    $
    173,319
    
    
    
    15.0
    %Average daily room rate
    
    $
    213
    
    
    $
    205
    
    
    
    3.9
    %Occupancy rate
    
    
    90.9
    %
    
    
    83.6
    %
    
    7.3
    ptsRevenue per available room
    
    $
    194
    
    
    $
    171
    
    
    
    13.5
    %Sands MacaoTotal room revenues
    
    $
    24,495
    
    
    $
    26,558
    
    
    
    (7.8
    )%Average daily room rate
    
    $
    251
    
    
    $
    260
    
    
    
    (3.5
    )%Occupancy rate
    
    
    93.2
    %
    
    
    97.7
    %
    
    (4.5
    )ptsRevenue per available room
    
    $
    234
    
    
    $
    254
    
    
    
    (7.9
    )%Four Seasons MacaoTotal room revenues
    
    $
    29,675
    
    
    $
    20,276
    
    
    
    46.4
    %Average daily room rate
    
    $
    309
    
    
    $
    295
    
    
    
    4.7
    %Occupancy rate
    
    
    70.8
    %
    
    
    52.3
    %
    
    18.5
    ptsRevenue per available room
    
    $
    219
    
    
    $
    154
    
    
    
    42.2
    %
  52




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##### Table of Contents



Year Ended December 31,2010
    
    
    2009
    
    
    Change(Room revenues in thousands)U.S. Operations:Las Vegas Operating PropertiesTotal room revenues
    
    $
    445,458
    
    
    $
    437,630
    
    
    
    1.8
    %Average daily room rate
    
    $
    191
    
    
    $
    195
    
    
    
    (2.1
    )%Occupancy rate
    
    
    90.7
    %
    
    
    87.4
    %
    
    3.3
    ptsRevenue per available room
    
    $
    173
    
    
    $
    170
    
    
    
    1.8
    %Singapore Operations:Marina Bay SandsTotal room revenues
    
    $
    98,594
    
    
    $
    
    
    
    
    
    %Average daily room rate
    
    $
    250
    
    
    $
    
    
    
    
    
    %Occupancy rate
    
    
    73.4
    %
    
    
    
    %
    
    
    ptsRevenue per available room
    
    $
    184
    
    
    $
    
    
    
    
    
    %
   Operating Expenses
  Year Ended December 31,2010
    
    
    2009
    
    
    Percent Change(Dollars in thousands)Casino
    
    $
    3,249,227
    
    
    $
    2,349,422
    
    
    
    38.3
    %Rooms
    
    
    143,326
    
    
    
    121,097
    
    
    
    18.4
    %Food and beverage
    
    
    207,956
    
    
    
    165,977
    
    
    
    25.3
    %Convention, retail and other
    
    
    274,678
    
    
    
    240,377
    
    
    
    14.3
    %Provision for doubtful accounts
    
    
    97,762
    
    
    
    103,802
    
    
    
    (5.8
    )%General and administrative
    
    
    683,298
    
    
    
    526,199
    
    
    
    29.9
    %Corporate expense
    
    
    108,848
    
    
    
    132,098
    
    
    
    (17.6
    )%Rental expense
    
    
    41,302
    
    
    
    29,899
    
    
    
    38.1
    %Pre-opening expense
    
    
    114,833
    
    
    
    157,731
    
    
    
    (27.2
    )%Development expense
    
    
    1,783
    
    
    
    533
    
    
    
    234.5
    %Depreciation and amortization
    
    
    694,971
    
    
    
    586,041
    
    
    
    18.6
    %Impairment loss
    
    
    16,057
    
    
    
    169,468
    
    
    
    (90.5
    )%Loss on disposal of assets
    
    
    38,555
    
    
    
    9,201
    
    
    
    319.0
    %Total operating expenses
    
    $
    5,672,596
    
    
    $
    4,591,845
    
    
    
    23.5
    %
     53




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54




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Adjusted Property EBITDA
  Year Ended December 31,2010
    
    
    2009
    
    
    Percent Change(Dollars in thousands)Macau:The Venetian Macao
    
    $
    809,798
    
    
    $
    556,547
    
    
    
    45.5
    %Sands Macao
    
    
    318,519
    
    
    
    244,925
    
    
    
    30.0
    %Four Seasons Macao
    
    
    113,692
    
    
    
    40,527
    
    
    
    180.5
    %Other Asia
    
    
    (24,429
    )
    
    
    (32,610
    )
    
    
    25.1
    %United States:Las Vegas Operating Properties
    
    
    310,113
    
    
    
    259,206
    
    
    
    19.6
    %Sands Bethlehem
    
    
    58,982
    
    
    
    17,566
    
    
    
    235.8
    %Marina Bay Sands
    
    
    641,898
    
    
    
    
    
    
    
    
    %Total adjusted property EBITDA
    
    $
    2,228,573
    
    
    $
    1,086,161
    
    
    
    105.2
    %
    Interest Expense
  Year Ended December 31,2010
    
    
    2009(Dollars in thousands)Interest cost (which includes the
amortization of deferred financing
costs and original issue
discounts)
    
    $
    412,879
    
    
    $
    387,319Less  capitalized interest
    
    
    (106,066
    )
    
    
    (65,449
    )Interest expense, net
    
    $
    306,813
    
    
    $
    321,870Cash paid for interest
    
    $
    343,298
    
    
    $
    353,002Weighted average total debt balance
    
    $
    10,608,335
    
    
    $
    10,994,928Weighted average interest rate
    
    
    3.9
    %
    
    
    3.5
    %
  Other Factors Effecting Earnings
    55




---



##### Table of Contents



Year Ended December 31, 2009 compared to the Year Ended December 31, 2008
 Operating Revenues
  Year Ended December 31,2009
    
    
    2008
    
    
    Percent Change(Dollars in thousands)Casino
    
    $
    3,524,798
    
    
    $
    3,192,099
    
    
    
    10.4
    %Rooms
    
    
    657,783
    
    
    
    767,129
    
    
    
    (14.3
    )%Food and beverage
    
    
    327,699
    
    
    
    369,062
    
    
    
    (11.2
    )%Convention, retail and other
    
    
    419,164
    
    
    
    406,836
    
    
    
    3.0
    %4,929,444
    
    
    
    4,735,126
    
    
    
    4.1
    %Less  promotional allowances
    
    
    (366,339
    )
    
    
    (345,180
    )
    
    
    6.1
    %Total net revenues
    
    $
    4,563,105
    
    
    $
    4,389,946
    
    
    
    3.9
    %
   Year Ended December 31,2009
    
    
    2008
    
    
    Change(Dollars in thousands)Macau Operations:The Venetian MacaoTotal casino revenues
    
    $
    1,699,599
    
    
    $
    1,610,505
    
    
    
    5.5
    %Non-Rolling Chip drop
    
    $
    3,362,780
    
    
    $
    3,530,065
    
    
    
    (4.7
    )%Non-Rolling Chip win percentage
    
    
    23.6
    %
    
    
    19.9
    %
    
    3.7
    ptsRolling Chip volume
    
    $
    37,701,027
    
    
    $
    36,893,831
    
    
    
    2.2
    %Rolling Chip win percentage
    
    
    2.80
    %
    
    
    2.97
    %
    
    (0.17
    )ptsSlot handle
    
    $
    2,362,680
    
    
    $
    1,941,895
    
    
    
    21.7
    %Slot hold percentage
    
    
    7.4
    %
    
    
    8.0
    %
    
    (0.6
    )ptsSands MacaoTotal casino revenues
    
    $
    1,003,042
    
    
    $
    1,013,063
    
    
    
    (1.0
    )%Non-Rolling Chip drop
    
    $
    2,413,446
    
    
    $
    2,626,877
    
    
    
    (8.1
    )%Non-Rolling Chip win percentage
    
    
    19.5
    %
    
    
    18.9
    %
    
    0.6
    ptsRolling Chip volume
    
    $
    21,920,186
    
    
    $
    25,182,225
    
    
    
    (13.0
    )%Rolling Chip win percentage
    
    
    3.01
    %
    
    
    2.64
    %
    
    0.37
    ptsSlot handle
    
    $
    1,256,857
    
    
    $
    1,039,430
    
    
    
    20.9
    %Slot hold percentage
    
    
    6.6
    %
    
    
    7.8
    %
    
    (1.2
    )pts
  56




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##### Table of Contents



Year Ended December 31,2009
    
    
    2008
    
    
    Change(Dollars in thousands)Four Seasons MacaoTotal casino revenues
    
    $
    207,191
    
    
    $
    46,094
    
    
    
    349.5
    %Non-Rolling Chip drop
    
    $
    335,655
    
    
    $
    99,849
    
    
    
    236.2
    %Non-Rolling Chip win percentage
    
    
    23.7
    %
    
    
    21.1
    %
    
    2.6
    ptsRolling Chip volume
    
    $
    7,059,450
    
    
    $
    630,088
    
    
    
    1,020.4
    %Rolling Chip win percentage
    
    
    2.35
    %
    
    
    4.45
    %
    
    (2.1
    )ptsSlot handle
    
    $
    240,358
    
    
    $
    38,238
    
    
    
    528.6
    %Slot hold percentage
    
    
    5.9
    %
    
    
    5.6
    %
    
    0.3
    ptsU.S. Operations:Las Vegas Operating PropertiesTotal casino revenues
    
    $
    473,176
    
    
    $
    522,437
    
    
    
    (9.4
    )%Table games drop
    
    $
    1,769,130
    
    
    $
    1,846,394
    
    
    
    (4.2
    )%Table games win percentage
    
    
    17.3
    %
    
    
    19.8
    %
    
    (2.5
    )ptsSlot handle
    
    $
    2,705,309
    
    
    $
    3,666,072
    
    
    
    (26.2
    )%Slot hold percentage
    
    
    7.5
    %
    
    
    5.7
    %
    
    1.8
    ptsSands BethlehemTotal casino revenues
    
    $
    141,790
    
    
    $
    
    
    
    
    
    %Slot handle
    
    $
    2,030,529
    
    
    $
    
    
    
    
    
    %Slot hold percentage
    
    
    7.0
    %
    
    
    
    %
    
    
    pts
   Year Ended December 31,2009
    
    
    2008
    
    
    Change(Room revenues in thousands)Macau Operations:The Venetian MacaoTotal room revenues
    
    $
    173,319
    
    
    $
    200,594
    
    
    
    (13.6
    )%Average daily room rate
    
    $
    205
    
    
    $
    226
    
    
    
    (9.3
    )%Occupancy rate
    
    
    83.6
    %
    
    
    85.3
    %
    
    (1.7
    )ptsRevenue per available room
    
    $
    171
    
    
    $
    193
    
    
    
    (11.4
    )%Sands MacaoTotal room revenues
    
    $
    26,558
    
    
    $
    27,074
    
    
    
    (1.9
    )%Average daily room rate
    
    $
    260
    
    
    $
    266
    
    
    
    (2.3
    )%Occupancy rate
    
    
    97.7
    %
    
    
    98.4
    %
    
    (0.7
    )ptsRevenue per available room
    
    $
    254
    
    
    $
    261
    
    
    
    (2.7
    )%Four Seasons MacaoTotal room revenues
    
    $
    20,276
    
    
    $
    3,664
    
    
    
    453.4
    %Average daily room rate
    
    $
    295
    
    
    $
    344
    
    
    
    (14.2
    )%Occupancy rate
    
    
    52.3
    %
    
    
    32.0
    %
    
    20.3
    ptsRevenue per available room
    
    $
    154
    
    
    $
    110
    
    
    
    40.0
    %U.S. Operations:Las Vegas Operating PropertiesTotal room revenues
    
    $
    437,630
    
    
    $
    535,797
    
    
    
    (18.3
    )%Average daily room rate
    
    $
    195
    
    
    $
    232
    
    
    
    (15.9
    )%Occupancy rate
    
    
    87.4
    %
    
    
    91.3
    %
    
    (3.9
    )ptsRevenue per available room
    
    $
    170
    
    
    $
    212
    
    
    
    (19.8
    )%
   57




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##### Table of Contents



Operating Expenses
  Year Ended December 31,2009
    
    
    2008
    
    
    Percent Change(Dollars in thousands)Casino
    
    $
    2,349,422
    
    
    $
    2,214,235
    
    
    
    6.1
    %Rooms
    
    
    121,097
    
    
    
    154,615
    
    
    
    (21.7
    )%Food and beverage
    
    
    165,977
    
    
    
    186,551
    
    
    
    (11.0
    )%Convention, retail and other
    
    
    240,377
    
    
    
    213,351
    
    
    
    12.7
    %Provision for doubtful accounts
    
    
    103,802
    
    
    
    41,865
    
    
    
    147.9
    %General and administrative
    
    
    526,199
    
    
    
    550,529
    
    
    
    (4.4
    )%Corporate expense
    
    
    132,098
    
    
    
    104,355
    
    
    
    26.6
    %Rental expense
    
    
    29,899
    
    
    
    33,540
    
    
    
    (10.9
    )%Pre-opening expense
    
    
    157,731
    
    
    
    162,322
    
    
    
    (2.8
    )%Development expense
    
    
    533
    
    
    
    12,789
    
    
    
    (95.8
    )%Depreciation and amortization
    
    
    586,041
    
    
    
    506,986
    
    
    
    15.6
    %Impairment loss
    
    
    169,468
    
    
    
    37,568
    
    
    
    351.1
    %Loss on disposal of assets
    
    
    9,201
    
    
    
    7,577
    
    
    
    21.4
    %Total operating expenses
    
    $
    4,591,845
    
    
    $
    4,226,283
    
    
    
    8.6
    %
      58




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##### Table of Contents



59




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##### Table of Contents



Adjusted Property EBITDA
  Year Ended December 31,2009
    
    
    2008
    
    
    Percent Change(Dollars in thousands)Macau:The Venetian Macao
    
    $
    556,547
    
    
    $
    499,025
    
    
    
    11.5
    %Sands Macao
    
    
    244,925
    
    
    
    214,573
    
    
    
    14.1
    %Four Seasons Macao
    
    
    40,527
    
    
    
    7,567
    
    
    
    435.6
    %Other Asia
    
    
    (32,610
    )
    
    
    (49,465
    )
    
    
    (34.1
    )%United States:Las Vegas Operating Properties
    
    
    259,206
    
    
    
    392,139
    
    
    
    (33.9
    )%Sands Bethlehem
    
    
    17,566
    
    
    
    
    
    
    
    
    %Total adjusted property EBITDA
    
    $
    1,086,161
    
    
    $
    1,063,839
    
    
    
    2.1
    %
      Interest Expense
  Year Ended December 31,2009
    
    
    2008(Dollars in thousands)Interest cost (which includes the
amortization of deferred financing
costs and original issue
discounts)
    
    $
    387,319
    
    
    $
    553,040Less  capitalized interest
    
    
    (65,449
    )
    
    
    (131,215
    )Interest expense, net
    
    $
    321,870
    
    
    $
    421,825Cash paid for interest
    
    $
    353,002
    
    
    $
    516,912Weighted average total debt balance
    
    $
    10,994,928
    
    
    $
    9,081,135Weighted average interest rate
    
    
    3.5
    %
    
    
    6.1
    %
   60




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##### Table of Contents



Other Factors Effecting Earnings
    Liquidity and Capital Resources
 Cash Flows  Summary
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands)Net cash generated from operating activities
    
    $
    1,870,151
    
    
    $
    638,613
    
    
    $
    124,872Cash flows from investing activities:Change in restricted cash and cash equivalents
    
    
    (688,266
    )
    
    
    78,630
    
    
    
    218,044Capital expenditures
    
    
    (2,023,981
    )
    
    
    (2,092,896
    )
    
    
    (3,789,008
    )Proceeds from disposal of property and equipment
    
    
    49,735
    
    
    
    4,203
    
    
    
    Purchases of investments
    
    
    (173,774
    )
    
    
    
    
    
    
    Proceeds from investments
    
    
    173,774
    
    
    
    
    
    
    
    Acquisition of intangible assets
    
    
    (45,303
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (2,707,815
    )
    
    
    (2,010,063
    )
    
    
    (3,570,964
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    16,455
    
    
    
    51
    
    
    
    6,834Proceeds from exercise of warrants
    
    
    225,514
    
    
    
    
    
    
    
    Proceeds from sale of and contribution from noncontrolling
interest, net of transaction costs
    
    
    
    
    
    
    2,386,428
    
    
    
    2,914Dividends paid to preferred stockholders
    
    
    (93,400
    )
    
    
    (94,697
    )
    
    
    Proceeds from common stock issued, net of transaction costs
    
    
    
    
    
    
    
    
    
    
    1,053,695Proceeds from convertible senior notes from Principal
Stockholders family
    
    
    
    
    
    
    
    
    
    
    475,000Proceeds from preferred stock and warrants issued to
Principal Stockholders family, net of transaction costs
    
    
    
    
    
    
    
    
    
    
    523,720Proceeds from preferred stock and warrants issued, net of
transaction costs
    
    
    
    
    
    
    
    
    
    
    503,625Proceeds from long-term debt
    
    
    1,397,293
    
    
    
    1,831,528
    
    
    
    4,616,201Repayments of long-term debt
    
    
    (2,600,875
    )
    
    
    (776,972
    )
    
    
    (1,725,908
    )Proceeds from the sale of The Shoppes at The Palazzo
    
    
    
    
    
    
    
    
    
    
    243,928Payments of preferred stock inducement premium
    
    
    (6,579
    )
    
    
    
    
    
    
    Other
    
    
    (65,965
    )
    
    
    (40,365
    )
    
    
    (91,856
    )Net cash generated from (used in) financing activities
    
    
    (1,127,557
    )
    
    
    3,305,973
    
    
    
    5,608,153Effect of exchange rate on cash
    
    
    46,886
    
    
    
    (17,270
    )
    
    
    18,952Increase (decrease) in cash and cash equivalents
    
    $
    (1,918,335
    )
    
    $
    1,917,253
    
    
    $
    2,181,013
  61




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##### Table of Contents



Cash Flows  Operating Activities
  Cash Flows  Investing Activities
   Cash Flows  Financing Activities
   Development Financing Strategy
    62




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##### Table of Contents



Aggregate Indebtedness and Other Known Contractual Obligations
  Payments Due by Period Ending December 31, 2010(11)Less than
    
    
    
    
    
    
    
    
    
    
    More than1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    5 Years
    
    
    Total(In thousands)Long-Term Debt Obligations(1)Senior Secured Credit Facility 
Term B
    
    $
    21,695
    
    
    $
    43,389
    
    
    $
    753,326
    
    
    $
    1,338,789
    
    
    $
    2,157,199Senior Secured Credit Facility 
Delayed Draw I
    
    
    4,392
    
    
    
    8,783
    
    
    
    154,430
    
    
    
    269,077
    
    
    
    436,682Senior Secured Credit Facility 
Delayed Draw II
    
    
    2,851
    
    
    
    80,094
    
    
    
    200,705
    
    
    
    
    
    
    
    283,6506.375% Senior Notes
    
    
    
    
    
    
    
    
    
    
    189,712
    
    
    
    
    
    
    
    189,712Airplane Financings
    
    
    3,688
    
    
    
    7,375
    
    
    
    7,375
    
    
    
    59,984
    
    
    
    78,422U.S. Other
    
    
    910
    
    
    
    1,820
    
    
    
    1,138
    
    
    
    
    
    
    
    3,868VML Credit Facility  Term B
    
    
    18,000
    
    
    
    1,465,789
    
    
    
    
    
    
    
    
    
    
    
    1,483,789VML Credit Facility  Term B
Delayed
    
    
    290,264
    
    
    
    286,765
    
    
    
    
    
    
    
    
    
    
    
    577,029VOL Credit Facility  Term
    
    
    
    
    
    
    149,861
    
    
    
    600,069
    
    
    
    
    
    
    
    749,930Ferry Financing
    
    
    35,002
    
    
    
    70,004
    
    
    
    70,005
    
    
    
    
    
    
    
    175,011Macau Other
    
    
    303
    
    
    
    337
    
    
    
    
    
    
    
    
    
    
    
    640Singapore Credit Facility
    
    
    387,578
    
    
    
    775,159
    
    
    
    2,817,698
    
    
    
    
    
    
    
    3,980,435Singapore Other
    
    
    716
    
    
    
    1,454
    
    
    
    
    
    
    
    
    
    
    
    2,170Fixed Interest Payments
    
    
    12,189
    
    
    
    24,270
    
    
    
    14,110
    
    
    
    
    
    
    
    50,569Variable Interest Payments(2)
    
    
    316,510
    
    
    
    481,966
    
    
    
    244,408
    
    
    
    46,683
    
    
    
    1,089,567
  63




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##### Table of Contents



Payments Due by Period Ending December 31, 2010(11)Less than
    
    
    
    
    
    
    
    
    
    
    More than1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    5 Years
    
    
    Total(In thousands)HVAC Equipment Lease(3)HVAC Equipment Lease
    
    
    1,669
    
    
    
    3,197
    
    
    
    2,985
    
    
    
    15,155
    
    
    
    23,006HVAC Equipment Lease Interest
Payments
    
    
    1,667
    
    
    
    2,967
    
    
    
    2,503
    
    
    
    3,368
    
    
    
    10,505Contractual ObligationsFormer Tenants(4)
    
    
    650
    
    
    
    1,227
    
    
    
    800
    
    
    
    6,000
    
    
    
    8,677Employment Agreements(5)
    
    
    7,000
    
    
    
    4,392
    
    
    
    
    
    
    
    
    
    
    
    11,392Macau Leasehold Interests in Land(6)
    
    
    49,432
    
    
    
    99,146
    
    
    
    10,016
    
    
    
    91,497
    
    
    
    250,091Mall Leases(7)
    
    
    8,812
    
    
    
    17,694
    
    
    
    16,926
    
    
    
    108,621
    
    
    
    152,053Macau Annual Premium(8)
    
    
    32,525
    
    
    
    65,050
    
    
    
    65,050
    
    
    
    211,414
    
    
    
    374,039Parking Lot Lease(9)
    
    
    1,200
    
    
    
    2,400
    
    
    
    2,400
    
    
    
    105,900
    
    
    
    111,900Other Operating Leases(10)
    
    
    9,314
    
    
    
    13,004
    
    
    
    6,830
    
    
    
    7,931
    
    
    
    37,079Total
    
    $
    1,206,367
    
    
    $
    3,606,143
    
    
    $
    5,160,486
    
    
    $
    2,264,419
    
    
    $
    12,237,415
 
 (1)
    
    See Item 8  Financial Statements and Supplementary Data  Notes to Consolidated Financial
Statements  Note 9  Long-Term Debt for further details on these financing transactions.(2)
    
    Based on December 31, 2010, London Inter-Bank Offered Rate (LIBOR) of 0.30%, Hong Kong
Inter-Bank Offered Rate (HIBOR) of 0.30% and Singapore Swap Offer Rate (SOR) of 0.28% plus
the applicable interest rate spread in accordance with the respective debt agreements.(3)
    
    In July 2009, the Company entered into a capital lease agreement with its current heating,
ventilation and air conditioning (HVAC) provider (the HVAC Equipment Lease) to provide the
operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a
10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates.
The Company is obligated under the agreement to make monthly payments of approximately
$300,000 for the first year with automatic decreases of approximately $14,000 per month on
every anniversary date. The HVAC Equipment Lease has been capitalized at the present value of
the future minimum lease payments at lease inception.(4)
    
    We are party to tenant lease termination and asset purchase agreements. Under the agreement
for The Grand Canal Shoppes sale, we are obligated to fulfill the lease termination and asset
purchase agreements.(5)
    
    We are party to employment agreements with five of our executive officers, with remaining
terms of one to two years.(6)
    
    We are party to long-term land leases of 25 years with automatic extensions at our option of
10 years thereafter in accordance with Macau law.(7)
    
    We are party to certain leaseback agreements for the Blue Man Group Theater, gondola and
certain office and retail space related to the sales of The Grand Canal Shoppes and The
Shoppes at the Palazzo.(8)
    
    In addition to the 39% gross gaming win tax in Macau (which is not included in this table as
the amount we pay is variable in nature), we are required to pay an annual premium with a
fixed portion and a variable portion, which is based on the number and type of gaming tables
and gaming machines we operate. Based on the gaming tables and gaming machines in operation as
of December 31, 2010, the annual premium is approximately $32.5 million payable to the Macau
government through the termination of the gaming subconcession in June 2022.(9)
    
    We are party to a long-term lease agreement of 99 years for a parking structure located
adjacent to The Venetian Las Vegas.(10)
    
    We are party to certain operating leases for real estate, various equipment and service
arrangements.(11)
    
    As of December 31, 2010, we had a $35.8 million liability related to unrecognized tax
benefits and related interest expense. We are unable to reasonably estimate the timing of the
liability and interest payments in individual years beyond 12 months due to uncertainties in
the timing of the effective settlement of tax positions. Off-Balance Sheet Arrangements
   64




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##### Table of Contents



Restrictions on Distributions
  Inflation
  Special Note Regarding Forward-Looking Statements
  
    
    our substantial leverage, debt service and debt covenant compliance (including
sensitivity to fluctuations in interest rates, as a significant portion of our debt is
variable-rate debt, and other capital markets trends);
 
    
    disruptions in the global financing markets and our ability to obtain sufficient funding
for our current and future developments, including our Cotai Strip, Singapore, Pennsylvania
and Las Vegas developments;
 
    
    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;
 
    
    increased competition for labor and materials due to other planned construction projects
in Macau;
 
    
    the impact of the suspensions of certain of our development projects and our ability to
meet certain development deadlines;
 
    
    the uncertainty of tourist behavior related to spending and vacationing at casino-resorts
in Las Vegas, Macau and Singapore;
 
    
    regulatory policies in mainland China or other countries in which our customers reside,
including visa restrictions limiting the number of visits or the length of stay for visitors
from mainland China to Macau and restrictions on foreign currency exchange or importation of
currency;
 
    
    our dependence upon properties primarily in Las Vegas, Macau and Singapore for all of our
cash flow;
 
    
    our relationship with GGP or any successor owner of The Shoppes at The Palazzo and The
Grand Canal Shoppes, and the ability of GGP to perform under the purchase and sale agreement
for The Shoppes at The Palazzo, as amended;
 
    
    new developments, construction and ventures, including our Cotai Strip developments,
Marina Bay Sands and Sands Bethlehem;
  65




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##### Table of Contents




    
    the passage of new legislation and receipt of governmental approvals for our proposed
developments in Macau and other jurisdictions where we are planning to operate;
 
    
    our insurance coverage, including the risk that we have not obtained sufficient coverage
or will only be able to obtain additional coverage at significantly increased rates;
 
    
    disruptions or reductions in travel due to acts of terrorism;
 
    
    disruptions or reductions in travel, as well as disruptions in our operations, due to
outbreaks of infectious diseases, such as severe acute respiratory syndrome, avian flu or
swine flu;
 
    
    government regulation of the casino industry, including gaming license regulation, the
legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
 
    
    increased competition in Las Vegas and Macau, including recent and upcoming increases in
hotel rooms, meeting and convention space, and retail space;
 
    
    fluctuations in the demand for all-suites rooms, occupancy rates and average daily room
rates in Las Vegas, Macau and Singapore;
    
    the popularity of Las Vegas, Macau and Singapore as convention and trade show
destinations;
 
    
    new taxes, changes to existing tax rates or proposed changes in tax legislation;
 
    
    our ability to maintain our gaming licenses, certificates and subconcession;
 
    
    the completion of infrastructure projects in Macau and Singapore; and
 
    
    the outcome of any ongoing and future litigation.
  Critical Accounting Policies and Estimates
   66




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##### Table of Contents



Allowance for Doubtful Casino Accounts
  Litigation Accrual
  Property and Equipment
     Capitalized Interest
   67




---



##### Table of Contents



Leasehold Interests in Land
  Indefinite Useful Life Assets
   Stock-Based Compensation
     68




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##### Table of Contents



Income Taxes
      Recent Accounting Pronouncements
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    69




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##### Table of Contents



Fair2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter
    
    
    Total
    
    
    Value(1)(In millions)LIABILITIESLong term debtFixed rate
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    189.7
    
    
    $
    
    
    
    $
    189.7
    
    
    $
    193.0Average interest
rate(2)
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    6.4
    %
    
    
    
    %
    
    
    6.4
    %Variable rate
    
    $
    764.4
    
    
    $
    1,480.3
    
    
    $
    1,408.7
    
    
    $
    1,544.8
    
    
    $
    3,060.0
    
    
    $
    1,667.8
    
    
    $
    9,926.0
    
    
    $
    9,526.9Average interest
rate(2)
    
    
    3.5
    %
    
    
    4.1
    %
    
    
    3.9
    %
    
    
    2.6
    %
    
    
    2.8
    %
    
    
    3.0
    %
    
    
    3.2
    %ASSETSCap Agreements(3)
    
    $
    
    
    
    $
    0.2
    
    
    $
    1.4
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1.6
    
    
    $
    1.6
 
 (1)
    
    The estimated fair values are based on quoted market prices, if available, or by pricing
models based on the value of related cash flows discounted at current market interest rates.(2)
    
    Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and
SOR for variable rate indebtedness. Based on variable rate debt levels as of December 31,
2010, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual
interest cost to change approximately $97.9 million.(3)
    
    As of December 31, 2010, we have thirty four interest rate cap agreements with an aggregate
fair value of $1.6 million based on quoted market values from the institutions holding the
agreements.     70




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##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    72Consolidated Balance Sheets at December 31, 2010 and 2009
    
    
    73Consolidated Statements of Operations for each of the three years in the period ended December 31, 2010
    
    
    74Consolidated Statements of Equity and Comprehensive Income (Loss) for each of the three years in the
period ended December 31, 2010
    
    
    75Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2010
    
    
    76Notes to Consolidated Financial Statements
    
    
    78Financial Statement Schedule:Schedule II  Valuation and Qualifying Accounts
    
    
    129
   71




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control  Integrated Framework
     
  72




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Consolidated Balance Sheets
 December 31,2010
    
    
    2009(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,037,081
    
    
    $
    4,955,416Restricted cash and cash equivalents
    
    
    164,315
    
    
    
    118,641Accounts receivable, net
    
    
    716,919
    
    
    
    460,766Inventories
    
    
    32,260
    
    
    
    27,073Deferred income taxes, net
    
    
    61,606
    
    
    
    26,442Prepaid expenses and other
    
    
    46,726
    
    
    
    35,336Total current assets
    
    
    4,058,907
    
    
    
    5,623,674Property and equipment, net
    
    
    14,502,197
    
    
    
    13,351,271Deferred financing costs, net
    
    
    155,378
    
    
    
    138,454Restricted cash and cash equivalents
    
    
    645,605
    
    
    
    Deferred income taxes, net
    
    
    10,423
    
    
    
    22,219Leasehold interests in land, net
    
    
    1,398,840
    
    
    
    1,209,820Intangible assets, net
    
    
    89,805
    
    
    
    50,129Other assets, net
    
    
    183,153
    
    
    
    176,539Total assets
    
    $
    21,044,308
    
    
    $
    20,572,106LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    113,505
    
    
    $
    82,695Construction payables
    
    
    516,981
    
    
    
    778,771Accrued interest payable
    
    
    42,625
    
    
    
    18,332Other accrued liabilities
    
    
    1,160,234
    
    
    
    786,192Current maturities of long-term debt
    
    
    767,068
    
    
    
    173,315Total current liabilities
    
    
    2,600,413
    
    
    
    1,839,305Other long-term liabilities
    
    
    78,240
    
    
    
    81,959Deferred income taxes
    
    
    115,219
    
    
    
    Deferred proceeds from sale of The Shoppes at The Palazzo
    
    
    243,928
    
    
    
    243,928Deferred gain on sale of The Grand Canal Shoppes
    
    
    50,808
    
    
    
    54,272Deferred rent from mall transactions
    
    
    147,378
    
    
    
    149,074Long-term debt
    
    
    9,373,755
    
    
    
    10,852,147Total liabilities
    
    
    12,609,741
    
    
    
    13,220,685Preferred stock, $0.001 par value, issued to Principal
Stockholders family, 5,250,000 shares issued and
outstanding, after allocation of fair value of attached
warrants, aggregate redemption/liquidation value of
$577,500 (Note 10)
    
    
    503,379
    
    
    
    410,834Commitments and contingencies (Note 14)Equity:Preferred stock, $0.001 par value, 50,000,000 shares
authorized, 3,614,923 and 4,089,999 shares issued and
outstanding with warrants to purchase up to
22,663,212 and 68,166,786 shares of common stock
    
    
    207,356
    
    
    
    234,607Common stock, $0.001 par value, 1,000,000,000 shares
authorized, 707,507,982 and 660,322,749 shares issued
and outstanding
    
    
    708
    
    
    
    660Capital in excess of par value
    
    
    5,444,705
    
    
    
    5,114,851Accumulated other comprehensive income
    
    
    129,519
    
    
    
    26,748Retained earnings
    
    
    880,703
    
    
    
    473,833Total Las Vegas Sands Corp. stockholders equity
    
    
    6,662,991
    
    
    
    5,850,699Noncontrolling interests
    
    
    1,268,197
    
    
    
    1,089,888Total equity
    
    
    7,931,188
    
    
    
    6,940,587Total liabilities and equity
    
    $
    21,044,308
    
    
    $
    20,572,106
   73




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Consolidated Statements of Operations
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands, except share and per share data)Revenues:Casino
    
    $
    5,533,088
    
    
    $
    3,524,798
    
    
    $
    3,192,099Rooms
    
    
    797,499
    
    
    
    657,783
    
    
    
    767,129Food and beverage
    
    
    446,558
    
    
    
    327,699
    
    
    
    369,062Convention, retail and other
    
    
    540,792
    
    
    
    419,164
    
    
    
    406,8367,317,937
    
    
    
    4,929,444
    
    
    
    4,735,126Less  promotional allowances
    
    
    (464,755
    )
    
    
    (366,339
    )
    
    
    (345,180
    )Net revenues
    
    
    6,853,182
    
    
    
    4,563,105
    
    
    
    4,389,946Operating expenses:Casino
    
    
    3,249,227
    
    
    
    2,349,422
    
    
    
    2,214,235Rooms
    
    
    143,326
    
    
    
    121,097
    
    
    
    154,615Food and beverage
    
    
    207,956
    
    
    
    165,977
    
    
    
    186,551Convention, retail and other
    
    
    274,678
    
    
    
    240,377
    
    
    
    213,351Provision for doubtful accounts
    
    
    97,762
    
    
    
    103,802
    
    
    
    41,865General and administrative
    
    
    683,298
    
    
    
    526,199
    
    
    
    550,529Corporate expense
    
    
    108,848
    
    
    
    132,098
    
    
    
    104,355Rental expense
    
    
    41,302
    
    
    
    29,899
    
    
    
    33,540Pre-opening expense
    
    
    114,833
    
    
    
    157,731
    
    
    
    162,322Development expense
    
    
    1,783
    
    
    
    533
    
    
    
    12,789Depreciation and amortization
    
    
    694,971
    
    
    
    586,041
    
    
    
    506,986Impairment loss
    
    
    16,057
    
    
    
    169,468
    
    
    
    37,568Loss on disposal of assets
    
    
    38,555
    
    
    
    9,201
    
    
    
    7,5775,672,596
    
    
    
    4,591,845
    
    
    
    4,226,283Operating income (loss)
    
    
    1,180,586
    
    
    
    (28,740
    )
    
    
    163,663Other income (expense):Interest income
    
    
    8,947
    
    
    
    11,122
    
    
    
    19,786Interest expense, net of amounts capitalized
    
    
    (306,813
    )
    
    
    (321,870
    )
    
    
    (421,825
    )Other income (expense)
    
    
    (8,260
    )
    
    
    (9,891
    )
    
    
    19,492Loss on modification or early retirement of debt
    
    
    (18,555
    )
    
    
    (23,248
    )
    
    
    (9,141
    )Income (loss) before income taxes
    
    
    855,905
    
    
    
    (372,627
    )
    
    
    (228,025
    )Income tax benefit (expense)
    
    
    (74,302
    )
    
    
    3,884
    
    
    
    59,700Net income (loss)
    
    
    781,603
    
    
    
    (368,743
    )
    
    
    (168,325
    )Net (income) loss attributable to noncontrolling interests
    
    
    (182,209
    )
    
    
    14,264
    
    
    
    4,767Net income (loss) attributable to Las Vegas Sands Corp.
    
    
    599,394
    
    
    
    (354,479
    )
    
    
    (163,558
    )Preferred stock dividends
    
    
    (92,807
    )
    
    
    (93,026
    )
    
    
    (13,638
    )Accretion to redemption value of preferred stock issued
to Principal Stockholders family
    
    
    (92,545
    )
    
    
    (92,545
    )
    
    
    (11,568
    )Preferred stock inducement premium
    
    
    (6,579
    )
    
    
    
    
    
    
    Net income (loss) attributable to common stockholders
    
    $
    407,463
    
    
    $
    (540,050
    )
    
    $
    (188,764
    )Basic earnings (loss) per share
    
    $
    0.61
    
    
    $
    (0.82
    )
    
    $
    (0.48
    )Diluted earnings (loss) per share
    
    $
    0.51
    
    
    $
    (0.82
    )
    
    $
    (0.48
    )Weighted average shares outstanding:Basic
    
    
    667,463,535
    
    
    
    656,836,950
    
    
    
    392,131,375Diluted
    
    
    791,760,624
    
    
    
    656,836,950
    
    
    
    392,131,375
   74




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Consolidated Statements of Equity and Comprehensive Income (Loss)
 AccumulatedCapital in
    
    
    Other
    
    
    
    
    
    
    TotalPreferred
    
    
    Common
    
    
    Excess of
    
    
    Comprehensive
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingStock
    
    
    Stock
    
    
    Par Value
    
    
    Income (Loss)
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Interests
    
    
    TotalBalance at January 1, 2008
    
    $
    
    
    
    $
    355
    
    
    $
    1,064,878
    
    
    $
    (2,493
    )
    
    $
    1,197,534
    
    
    
    
    
    
    $
    4,926
    
    
    $
    2,265,200Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (163,558
    )
    
    
    (163,558
    )
    
    
    (4,767
    )
    
    
    (168,325
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,047
    
    
    
    
    
    
    
    20,047
    
    
    
    
    
    
    
    20,047Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (143,511
    )
    
    
    (4,767
    )
    
    
    (148,278
    )Exercise of stock options
    
    
    
    
    
    
    1
    
    
    
    6,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,834Tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,117Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    59,643
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,643Issuance of preferred and common stock and
warrants, net of transaction costs
    
    
    298,066
    
    
    
    200
    
    
    
    1,482,907
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,781,173Extinguishment of convertible senior notes
    
    
    
    
    
    
    86
    
    
    
    474,914
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    475,000Contribution from noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,914
    
    
    
    2,914Accumulated but undeclared dividend
requirement on preferred stock issued to
Principal Stockholders family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,854
    )
    
    
    
    
    
    
    
    
    
    
    (6,854
    )Accretion to redemption value of preferred
stock issued to Principal Stockholders
family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,568
    )
    
    
    
    
    
    
    
    
    
    
    (11,568
    )Balance at December 31, 2008
    
    
    298,066
    
    
    
    642
    
    
    
    3,090,292
    
    
    
    17,554
    
    
    
    1,015,554
    
    
    
    
    
    
    
    3,073
    
    
    
    4,425,181Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (354,479
    )
    
    
    (354,479
    )
    
    
    (14,264
    )
    
    
    (368,743
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,906
    
    
    
    
    
    
    
    10,906
    
    
    
    (602
    )
    
    
    10,304Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (343,573
    )
    
    
    (14,866
    )
    
    
    (358,439
    )Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    51
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51Tax shortfall from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (4,965
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,965
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    49,054
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,054Exercise of warrants
    
    
    (63,459
    )
    
    
    18
    
    
    
    63,441
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deemed contribution from Principal
Stockholder
    
    
    
    
    
    
    
    
    
    
    519
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    519Sale of and contribution from
noncontrolling interest, net of
transaction costs
    
    
    
    
    
    
    
    
    
    
    1,916,459
    
    
    
    (1,712
    )
    
    
    
    
    
    
    
    
    
    
    1,101,681
    
    
    
    3,016,428Dividends declared, net of amounts
previously accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87,843
    )
    
    
    
    
    
    
    
    
    
    
    (87,843
    )Accumulated but undeclared dividend
requirement on preferred stock issued to
Principal Stockholders family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,854
    )
    
    
    
    
    
    
    
    
    
    
    (6,854
    )Accretion to redemption value of preferred
stock issued to Principal Stockholders
family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92,545
    )
    
    
    
    
    
    
    
    
    
    
    (92,545
    )Balance at December 31, 2009
    
    
    234,607
    
    
    
    660
    
    
    
    5,114,851
    
    
    
    26,748
    
    
    
    473,833
    
    
    
    
    
    
    
    1,089,888
    
    
    
    6,940,587Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    599,394
    
    
    
    599,394
    
    
    
    182,209
    
    
    
    781,603Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,771
    
    
    
    
    
    
    
    102,771
    
    
    
    (4,253
    )
    
    
    98,518Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    702,165
    
    
    
    177,956
    
    
    
    880,121Exercise of stock options
    
    
    
    
    
    
    2
    
    
    
    16,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,455Tax shortfall from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (195
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    58,120
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,698
    
    
    
    60,818Exercise of warrants
    
    
    (27,251
    )
    
    
    46
    
    
    
    252,719
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,514Deemed contribution from Principal
Stockholder
    
    
    
    
    
    
    
    
    
    
    412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412Acquisition of remaining shares of
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    2,345
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,345
    )
    
    
    Dividends declared, net of amounts
previously accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (86,546
    )
    
    
    
    
    
    
    
    
    
    
    (86,546
    )Accumulated but undeclared dividend
requirement on preferred stock issued to
Principal Stockholders family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,854
    )
    
    
    
    
    
    
    
    
    
    
    (6,854
    )Accretion to redemption value of preferred
stock issued to Principal Stockholders
family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92,545
    )
    
    
    
    
    
    
    
    
    
    
    (92,545
    )Preferred stock inducement premium
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,579
    )
    
    
    
    
    
    
    
    
    
    
    (6,579
    )Balance at December 31, 2010
    
    $
    207,356
    
    
    $
    708
    
    
    $
    5,444,705
    
    
    $
    129,519
    
    
    $
    880,703
    
    
    
    
    
    
    $
    1,268,197
    
    
    $
    7,931,188
   75




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands)Cash flows from operating activities:Net income (loss)
    
    $
    781,603
    
    
    $
    (368,743
    )
    
    $
    (168,325
    )Adjustments to reconcile net income (loss) to net cash generated from
operating activities:Depreciation and amortization
    
    
    694,971
    
    
    
    586,041
    
    
    
    506,986Amortization of leasehold interests in land included in rental expense
    
    
    41,302
    
    
    
    27,011
    
    
    
    26,165Amortization of deferred financing costs and original issue discount
    
    
    41,594
    
    
    
    30,015
    
    
    
    32,844Amortization of deferred gain and rent
    
    
    (5,160
    )
    
    
    (5,161
    )
    
    
    (5,082
    )Deferred rent from mall transaction
    
    
    
    
    
    
    
    
    
    
    48,843Loss on modification or early retirement of debt
    
    
    3,756
    
    
    
    23,248
    
    
    
    9,141Impairment and loss on disposal of assets
    
    
    54,612
    
    
    
    178,669
    
    
    
    45,145Stock-based compensation expense
    
    
    58,021
    
    
    
    45,545
    
    
    
    53,854Provision for doubtful accounts
    
    
    97,762
    
    
    
    103,802
    
    
    
    41,865Foreign exchange (gain) loss
    
    
    6,819
    
    
    
    (499
    )
    
    
    (28,548
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (1,112
    )Deferred income taxes
    
    
    99,536
    
    
    
    (1,339
    )
    
    
    (36,242
    )Non-cash legal settlement included in corporate expense
    
    
    
    
    
    
    30,000
    
    
    
    Non-cash contribution from Principal Stockholder included in
corporate expense
    
    
    412
    
    
    
    519
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (332,924
    )
    
    
    (178,746
    )
    
    
    (238,425
    )Inventories
    
    
    (4,941
    )
    
    
    1,759
    
    
    
    (8,879
    )Prepaid expenses and other
    
    
    (17,024
    )
    
    
    41,994
    
    
    
    (95,744
    )Leasehold interests in land
    
    
    (50,810
    )
    
    
    (117,314
    )
    
    
    (50,156
    )Accounts payable
    
    
    29,270
    
    
    
    11,388
    
    
    
    (28,228
    )Accrued interest payable
    
    
    23,091
    
    
    
    3,257
    
    
    
    3,260Other accrued liabilities
    
    
    348,261
    
    
    
    227,167
    
    
    
    17,510Net cash generated from operating activities
    
    
    1,870,151
    
    
    
    638,613
    
    
    
    124,872Cash flows from investing activities:Change in restricted cash and cash equivalents
    
    
    (688,266
    )
    
    
    78,630
    
    
    
    218,044Capital expenditures
    
    
    (2,023,981
    )
    
    
    (2,092,896
    )
    
    
    (3,789,008
    )Proceeds from disposal of property and equipment
    
    
    49,735
    
    
    
    4,203
    
    
    
    Purchases of investments
    
    
    (173,774
    )
    
    
    
    
    
    
    Proceeds from investments
    
    
    173,774
    
    
    
    
    
    
    
    Acquisition of intangible assets
    
    
    (45,303
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (2,707,815
    )
    
    
    (2,010,063
    )
    
    
    (3,570,964
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    16,455
    
    
    
    51
    
    
    
    6,834Proceeds from exercise of warrants
    
    
    225,514
    
    
    
    
    
    
    
    Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,112Proceeds from sale of and contribution from noncontrolling interest,
net of transaction costs
    
    
    
    
    
    
    2,386,428
    
    
    
    2,914Dividends paid to preferred stockholders
    
    
    (93,400
    )
    
    
    (94,697
    )
    
    
    Proceeds from common stock issued, net of transaction costs
    
    
    
    
    
    
    
    
    
    
    1,053,695Proceeds from convertible senior notes from Principal Stockholders
family
    
    
    
    
    
    
    
    
    
    
    475,000Proceeds from preferred stock and warrants issued to Principal
Stockholders family, net of transaction costs
    
    
    
    
    
    
    
    
    
    
    523,720Proceeds from preferred stock and warrants issued, net of transaction
costs
    
    
    
    
    
    
    
    
    
    
    503,625Proceeds from long-term debt (Note 9)
    
    
    1,397,293
    
    
    
    1,831,528
    
    
    
    4,616,201Repayments of long-term debt (Note 9)
    
    
    (2,600,875
    )
    
    
    (776,972
    )
    
    
    (1,725,908
    )Proceeds from sale of The Shoppes at The Palazzo
    
    
    
    
    
    
    
    
    
    
    243,928Payments of preferred stock inducement premium
    
    
    (6,579
    )
    
    
    
    
    
    
    Payments of deferred financing costs
    
    
    (65,965
    )
    
    
    (40,365
    )
    
    
    (92,968
    )Net cash generated from (used in) financing activities
    
    
    (1,127,557
    )
    
    
    3,305,973
    
    
    
    5,608,153Effect of exchange rate on cash
    
    
    46,886
    
    
    
    (17,270
    )
    
    
    18,952Increase (decrease) in cash and cash equivalents
    
    
    (1,918,335
    )
    
    
    1,917,253
    
    
    
    2,181,013Cash and cash equivalents at beginning of year
    
    
    4,955,416
    
    
    
    3,038,163
    
    
    
    857,150Cash and cash equivalents at end of year
    
    $
    3,037,081
    
    
    $
    4,955,416
    
    
    $
    3,038,163
  76




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##### Table of Contents



Year Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands)Supplemental disclosure of cash flow information:Cash payments for interest, net of amounts capitalized
    
    $
    237,232
    
    
    $
    287,553
    
    
    $
    385,696Cash payments for taxes, net of refunds
    
    $
    1,285
    
    
    $
    (69,005
    )
    
    $
    (15,542
    )Changes in construction payables
    
    $
    (261,790
    )
    
    $
    42,058
    
    
    $
    19,172Non-cash investing and financing activities:Capitalized stock-based compensation costs
    
    $
    2,797
    
    
    $
    3,509
    
    
    $
    5,789Property and equipment acquired under capital lease
    
    $
    3,431
    
    
    $
    25,567
    
    
    $
    Accumulated but undeclared dividend requirement on
preferred stock issued to Principal Stockholders family
    
    $
    6,854
    
    
    $
    6,854
    
    
    $
    6,854Accretion to redemption value of preferred stock issued
to Principal Stockholders family
    
    $
    92,545
    
    
    $
    92,545
    
    
    $
    11,568Acquisition of remaining shares of noncontrolling interest
    
    $
    2,345
    
    
    $
    
    
    
    $
    Warrants exercised and settled through tendering of
preferred stock
    
    $
    27,251
    
    
    $
    63,459
    
    
    $
    Property and equipment transferred to leasehold interest
in land as part of lease transaction
    
    $
    107,879
    
    
    $
    
    
    
    $
    Exchange of exchangeable bonds for ordinary shares of a
subsidiarys common stock
    
    $
    
    
    
    $
    600,000
    
    
    $
    Extinguishment of convertible senior notes from Principal
Stockholders family
    
    $
    
    
    
    $
    
    
    
    $
    475,000
   77




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Organization and Business of Company
   Operations
 United States
 Las Vegas
  Pennsylvania
   78




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Macau
   tm
 tm tm
 Singapore
 tm
 Development Projects
   79




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 United States
  Macau
     80




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Other
  Development Financing Strategy
   81




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Note 2  Summary of Significant Accounting Policies
 Principles of Consolidation
    82




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Use of Estimates
  Cash and Cash Equivalents
  Accounts Receivable and Credit Risk
   Inventories
  Property and Equipment
  Land improvements, building and building improvements
    
    15 to 40
    yearsFurniture, fixtures and equipment
    
    3 to 15
    yearsLeasehold improvements
    
    5 to 10
    yearsTransportation
    
    5 to 20
    years
  83




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
        Capitalized Interest
   84




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Deferred Financing Costs and Original Issue Discounts
  Leasehold Interests in Land
  Indefinite Useful Life Assets
   Revenue Recognition and Promotional Allowances
   85




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Rooms
    
    $
    230,594
    
    
    $
    208,389
    
    
    $
    186,704Food and beverage
    
    
    141,925
    
    
    
    96,424
    
    
    
    101,084Convention, retail and other
    
    
    92,236
    
    
    
    61,526
    
    
    
    57,392$
    464,755
    
    
    $
    366,339
    
    
    $
    345,180
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Rooms
    
    $
    55,433
    
    
    $
    54,512
    
    
    $
    44,158Food and beverage
    
    
    91,215
    
    
    
    66,344
    
    
    
    70,988Convention, retail and other
    
    
    74,160
    
    
    
    50,264
    
    
    
    42,573$
    220,808
    
    
    $
    171,120
    
    
    $
    157,719
 Gaming Taxes
  Frequent Players Program
  Pre-Opening and Development Expenses
  Advertising Costs
  Corporate Expenses
  Foreign Currency
   86




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Comprehensive Income (Loss)
  Earnings (Loss) Per Share
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Weighted-average
common shares
outstanding (used
in the calculation
of basic earnings
(loss) per share)
    
    
    667,463,535
    
    
    
    656,836,950
    
    
    
    392,131,375Potential dilution
from stock options,
restricted stock
and warrants
    
    
    124,297,089
    
    
    
    
    
    
    
    Weighted-average
common and common
equivalent shares
(used in the
calculation of
diluted earnings
(loss) per share)
    
    
    791,760,624
    
    
    
    656,836,950
    
    
    
    392,131,375Antidilutive stock
options, restricted
stock and warrants
excluded from the
calculation of
diluted earnings
(loss) per share
    
    
    9,848,266
    
    
    
    170,731,981
    
    
    
    184,840,819
 Stock-Based Employee Compensation
  Income Taxes
     87




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Accounting for Derivative Instruments and Hedging Activities
   Recent Accounting Pronouncements
     88




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Revision
  Reclassification
  Note 3  Restricted Cash and Cash Equivalents
    Note 4  Accounts Receivable, Net
  December 31,2010
    
    
    2009Casino
    
    $
    715,212
    
    
    $
    438,499Rooms
    
    
    85,610
    
    
    
    49,017Other
    
    
    97,953
    
    
    
    93,316898,775
    
    
    
    580,832Less  allowance for doubtful accounts
    
    
    (181,856
    )
    
    
    (120,066
    )$
    716,919
    
    
    $
    460,766
  89




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 5  Property and Equipment, Net
  December 31,2010
    
    
    2009Land and improvements
    
    $
    410,758
    
    
    $
    353,791Building and improvements
    
    
    10,881,936
    
    
    
    6,898,071Furniture, fixtures, equipment and leasehold improvements
    
    
    1,990,721
    
    
    
    1,703,792Transportation
    
    
    402,904
    
    
    
    403,256Construction in progress
    
    
    3,147,750
    
    
    
    5,647,98616,834,069
    
    
    
    15,006,896Less  accumulated depreciation and amortization
    
    
    (2,331,872
    )
    
    
    (1,655,625
    )$
    14,502,197
    
    
    $
    13,351,271
  December 31,2010
    
    
    2009Cotai Strip parcels 5 and 6
    
    $
    2,005,386
    
    
    $
    1,847,959Four Seasons Macao (principally the Four Season Apartments)
    
    
    379,161
    
    
    
    328,300Marina Bay Sands
    
    
    337,835
    
    
    
    3,119,935Sands Bethlehem
    
    
    101,960
    
    
    
    85,159Other
    
    
    323,408
    
    
    
    266,633$
    3,147,750
    
    
    $
    5,647,986
       90




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 6  Leasehold Interests in Land, Net
  December 31,2010
    
    
    2009Marina Bay Sands
    
    $
    1,066,241
    
    
    $
    880,175The Venetian Macao
    
    
    170,702
    
    
    
    169,568Parcels 5 and 6
    
    
    107,402
    
    
    
    87,639Four Seasons Macao
    
    
    85,334
    
    
    
    71,745Parcel 3
    
    
    73,162
    
    
    
    58,308Sands Macao
    
    
    27,221
    
    
    
    27,3181,530,062
    
    
    
    1,294,753Less  accumulated amortization
    
    
    (131,222
    )
    
    
    (84,933
    )$
    1,398,840
    
    
    $
    1,209,820
     91




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  2011
    
    $
    49,4322012
    
    
    49,4322013
    
    
    49,7142014
    
    
    4,7512015
    
    
    5,265Thereafter
    
    
    91,497$
    250,091
 Note 7  Intangible Assets, Net
  December 31,2010
    
    
    2009Gaming licenses and certificate
    
    $
    95,568
    
    
    $
    50,000Less  accumulated amortization
    
    
    (6,594
    )
    
    
    88,974
    
    
    
    50,000Trademarks and other
    
    
    1,022
    
    
    
    263Less  accumulated amortization
    
    
    (191
    )
    
    
    (134
    )831
    
    
    
    129Total intangible assets, net
    
    $
    89,805
    
    
    $
    50,129
   Note 8  Other Accrued Liabilities
  December 31,2010
    
    
    2009Outstanding gaming chips and tokens
    
    $
    387,776
    
    
    $
    237,557Taxes and licenses
    
    
    270,838
    
    
    
    162,816Customer deposits
    
    
    184,924
    
    
    
    115,232Other accruals
    
    
    161,735
    
    
    
    156,887Payroll and related
    
    
    154,961
    
    
    
    113,700$
    1,160,234
    
    
    $
    786,192
  92




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 9  Long-Term Debt
  December 31,2010
    
    
    2009Corporate and U.S. Related:Senior Secured Credit Facility  Term B
    
    $
    2,157,199
    
    
    $
    2,925,000Senior Secured Credit Facility  Delayed Draws I and II
    
    
    720,332
    
    
    
    987,000Senior Secured Credit Facility  Revolving
    
    
    
    
    
    
    775,8606.375% Senior Notes (net of original issue discount of
$720 and $1,164, respectively)
    
    
    188,992
    
    
    
    248,836FF&E Facility
    
    
    
    
    
    
    108,550Airplane Financings
    
    
    78,422
    
    
    
    82,110HVAC Equipment Lease
    
    
    23,006
    
    
    
    24,717Other
    
    
    3,868
    
    
    
    4,778Macau Related:VML Credit Facility  Term B
    
    
    1,483,789
    
    
    
    1,501,789VML Credit Facility  Term B Delayed
    
    
    577,029
    
    
    
    584,029VML Credit Facility  Revolving
    
    
    
    
    
    
    479,640VML Credit Facility  Local Term
    
    
    
    
    
    
    67,697VOL Credit Facility  Term
    
    
    749,930
    
    
    
    Ferry Financing
    
    
    175,011
    
    
    
    210,762Other
    
    
    640
    
    
    
    11,016Singapore Related:Singapore Credit Facility
    
    
    3,980,435
    
    
    
    3,013,678Other
    
    
    2,170
    
    
    
    10,140,823
    
    
    
    11,025,462Less  current maturities
    
    
    (767,068
    )
    
    
    (173,315
    )Total long-term debt
    
    $
    9,373,755
    
    
    $
    10,852,147
 Corporate and U.S. Related Debt
 Senior Secured Credit Facility
     93




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
        94




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Senior Notes
   FF&E Facility
     Airplane Financings
    95




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 HVAC Equipment Lease
  Convertible Senior Notes
   Macau Related Debt
 VML Credit Facility
   96




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
       VOL Credit Facility
   97




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      Ferry Financing
    98




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Exchangeable Bonds
    Singapore Related Debt
  Singapore Credit Facility
   99




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      Cash Flows from Financing Activities
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Proceeds from VOL Credit Facility
    
    $
    749,305
    
    
    $
    
    
    
    $
    Proceeds from Singapore Credit Facility
    
    
    647,988
    
    
    
    1,221,644
    
    
    
    1,730,515Proceeds from Senior Secured Credit Facility
    
    
    
    
    
    
    
    
    
    
    2,075,860Proceeds from VML Credit Facility
    
    
    
    
    
    
    
    
    
    
    444,299Proceeds from Exchangeable Bonds
    
    
    
    
    
    
    600,000
    
    
    
    Proceeds from Ferry Financing
    
    
    
    
    
    
    9,884
    
    
    
    218,564Proceeds from FF&E Facility and Other Long-Term Debt
    
    
    
    
    
    
    
    
    
    
    146,963$
    1,397,293
    
    
    $
    1,831,528
    
    
    $
    4,616,201Repayments on Senior Secured Credit Facility
    
    $
    (1,810,329
    )
    
    $
    (40,000
    )
    
    $
    (333,000
    )Repayments on VML Credit Facility
    
    
    (572,337
    )
    
    
    (662,552
    )
    
    
    Repayments on Singapore Credit Facility
    
    
    
    
    
    
    (17,762
    )
    
    
    Repurchase and cancellation of Senior Notes
    
    
    (56,675
    )
    
    
    
    
    
    
    Repayments on Ferry Financing
    
    
    (35,055
    )
    
    
    (17,695
    )
    
    
    Repayments on Airplane Financings
    
    
    (3,687
    )
    
    
    (3,687
    )
    
    
    (3,687
    )Repayments on HVAC Equipment Lease
    
    
    (1,711
    )
    
    
    (849
    )
    
    
    Repayments on FF&E Facility and Other Long-Term Debt
    
    
    (121,081
    )
    
    
    (34,427
    )
    
    
    (62,754
    )Repayments on Singapore Bridge Facility
    
    
    
    
    
    
    
    
    
    
    (1,326,467
    )$
    (2,600,875
    )
    
    $
    (776,972
    )
    
    $
    (1,725,908
    )
  100




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Scheduled Maturities of Capital Lease Obligations and Long-Term Debt
  Capital
    
    
    Long-termLease Obligations
    
    
    Debt2011
    
    $
    4,450
    
    
    $
    764,3802012
    
    
    4,207
    
    
    
    1,480,2752013
    
    
    3,831
    
    
    
    1,408,7642014
    
    
    2,828
    
    
    
    1,544,7922015
    
    
    2,659
    
    
    
    3,249,666Thereafter
    
    
    18,523
    
    
    
    1,667,85036,498
    
    
    
    10,115,727Less  amount representing interest
    
    
    (10,682
    )
    
    
    Total
    
    $
    25,816
    
    
    $
    10,115,727
 Fair Value of Long-Term Debt
  Note 10  Equity
 Common Stock
  Preferred Stock and Warrants
   101




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
    
    junior to all of the Companys existing and future debt obligations;
 
    
    junior to any class or series of the Companys capital stock, the terms of which provide
that such class or series will rank senior to the Preferred Stock;
 
    
    senior to the Companys common stock and any other class or series of its capital stock,
the terms of which provide that such class or series will ranks junior to the Preferred
Stock either or both as to payment of dividends and/or as to the distribution of assets on
any liquidation, dissolution or winding up of the Company; and
 
    
    on a parity with any other class or series of the Companys capital stock, the terms of
which provide that such class or series will rank equally with the Preferred Stock both in
the payment of dividends and in the distribution of assets on any liquidation, dissolution
or winding up of the Company.
  Preferred Stock Issued to Public
    Preferred Stock Issued to Principal Stockholders Family
   102




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Numberof Shares
    
    
    AmountBalance as of January 1, 2008
    
    
    
    
    
    $
    Issuance of preferred stock and warrants to purchase
common stock, net of transaction costs
    
    
    5,250,000
    
    
    
    299,867Accretion to redemption value
    
    
    
    
    
    
    11,568Accumulated but undeclared dividend requirement
    
    
    
    
    
    
    6,854Balance as of December 31, 2008
    
    
    5,250,000
    
    
    
    318,289Accretion to redemption value
    
    
    
    
    
    
    92,545Dividends declared, net of amounts previously accrued
    
    
    
    
    
    
    45,646Dividends paid
    
    
    
    
    
    
    (52,500
    )Accumulated but undeclared dividend requirement
    
    
    
    
    
    
    6,854Balance as of December 31, 2009
    
    
    5,250,000
    
    
    
    410,834Accretion to redemption value
    
    
    
    
    
    
    92,545Dividends declared, net of amounts previously accrued
    
    
    
    
    
    
    45,646Dividends paid
    
    
    
    
    
    
    (52,500
    )Accumulated but undeclared dividend requirement
    
    
    
    
    
    
    6,854Balance as of December 31, 2010
    
    
    5,250,000
    
    
    $
    503,379
 Preferred Stock Dividends
  Preferred StockDividends Paid to
    
    
    Preferred Stock
    
    
    Total PreferredBoard of Directors
    
    
    
    Principal
    
    
    Dividends Paid to
    
    
    StockDeclaration Date
    
    Payment Date
    
    Stockholders Family
    
    
    Public Holders
    
    
    Dividends PaidFebruary 5, 2009
    
    February 17, 2009
    
    $
    13,125
    
    
    $
    11,347
    
    
    $
    24,472April 30, 2009
    
    May 15, 2009
    
    
    13,125
    
    
    
    10,400
    
    
    
    23,525July 31, 2009
    
    August 17, 2009
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350October 30, 2009
    
    November 16, 2009
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350$
    94,697February 5, 2010
    
    February 16, 2010
    
    $
    13,125
    
    
    $
    10,225
    
    
    $
    23,350May 4, 2010
    
    March 17, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350July 29, 2010
    
    August 16, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350November 2, 2010
    
    November 15, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350$
    93,400February 1, 2011
    
    February 15, 2011
    
    $
    13,125
    
    
    $
    6,473
    
    
    $
    19,598
  103




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Rollfoward of Shares of Common Stock and Preferred Stock Issued to Public
  Preferred
    
    
    CommonStock
    
    
    StockBalance as of January 1, 2008
    
    
    
    
    
    
    355,271,070Exercise of stock options
    
    
    
    
    
    
    181,862Issuance of restricted stock
    
    
    
    
    
    
    26,657Forfeiture of unvested restricted stock
    
    
    
    
    
    
    (4,207
    )Issuance of preferred and common stock and warrants
    
    
    5,196,300
    
    
    
    200,000,000Extinguishment of convertible senior notes
    
    
    
    
    
    
    86,363,636Balance as of December 31, 2008
    
    
    5,196,300
    
    
    
    641,839,018Exercise of stock options
    
    
    
    
    
    
    10,497Issuance of restricted stock
    
    
    
    
    
    
    65,513Forfeiture of unvested restricted stock
    
    
    
    
    
    
    (30,663
    )Exercise of warrants
    
    
    (1,106,301
    )
    
    
    18,438,384Balance as of December 31, 2009
    
    
    4,089,999
    
    
    
    660,322,749Exercise of stock options
    
    
    
    
    
    
    1,667,636Issuance of restricted stock
    
    
    
    
    
    
    15,765Forfeiture of unvested restricted stock
    
    
    
    
    
    
    (1,730
    )Exercise of warrants
    
    
    (475,076
    )
    
    
    45,503,562Balance as of December 31, 2010
    
    
    3,614,923
    
    
    
    707,507,982
 Noncontrolling Interests
  Note 11  Income Taxes
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Domestic
    
    $
    (105,036
    )
    
    $
    (427,664
    )
    
    $
    (249,128
    )Foreign
    
    
    960,941
    
    
    
    55,037
    
    
    
    21,103Total income (loss) before income taxes
    
    $
    855,905
    
    
    $
    (372,627
    )
    
    $
    (228,025
    )
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Federal:Current
    
    $
    (30,515
    )
    
    $
    (5,742
    )
    
    $
    (23,985
    )Deferred
    
    
    31,080
    
    
    
    (476
    )
    
    
    (34,335
    )Foreign:Current
    
    
    5,280
    
    
    
    519
    
    
    
    527Deferred
    
    
    68,456
    
    
    
    (40
    )
    
    
    (52
    )State:Current
    
    
    1
    
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    1,855
    
    
    
    (1,855
    )Total income tax (benefit) expense
    
    $
    74,302
    
    
    $
    (3,884
    )
    
    $
    (59,700
    )
  104




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Statutory federal income tax rate
    
    
    35.0
    %
    
    
    (35.0
    )%
    
    
    (35.0
    )%Increase (decrease) in tax rate resulting from:Foreign and U.S. tax rate differential
    
    
    (24.4
    )%
    
    
    1.1
    %
    
    
    (2.3
    )%Tax exempt income of foreign subsidiary (Macau)
    
    
    (14.4
    )%
    
    
    (21.8
    )%
    
    
    (23.8
    )%Non-deductible pre-opening expenses of foreign subsidiaries
    
    
    
    
    
    
    5.5
    %
    
    
    9.1
    %Change in valuation allowance
    
    
    10.5
    %
    
    
    44.0
    %
    
    
    22.4
    %Change in tax reserves
    
    
    0.3
    %
    
    
    3.8
    %
    
    
    2.0
    %Other, net
    
    
    1.7
    %
    
    
    1.4
    %
    
    
    1.4
    %Effective tax rate
    
    
    8.7
    %
    
    
    (1.0
    )%
    
    
    (26.2
    )%
   December 31,2010
    
    
    2009Deferred tax assets:Net operating loss carryforwards
    
    $
    403,229
    
    
    $
    270,745Deferred gain on the sale of The Grand
Canal Shoppes and The Shoppes at The
Palazzo
    
    
    51,637
    
    
    
    93,433Allowance for doubtful accounts
    
    
    34,533
    
    
    
    25,854Stock-based compensation
    
    
    37,357
    
    
    
    25,199Pre-opening expenses
    
    
    40,110
    
    
    
    17,918Accrued expenses
    
    
    8,826
    
    
    
    13,745State deferred items
    
    
    9,274
    
    
    
    4,812Tax credit carryforward
    
    
    2,340
    
    
    
    2,520Other
    
    
    4,905
    
    
    
    14,091592,211
    
    
    
    468,317Less  valuation allowances
    
    
    (331,275
    )
    
    
    (280,007
    )Total deferred tax assets
    
    
    260,936
    
    
    
    188,310Deferred tax liabilities:Property and equipment
    
    
    (293,345
    )
    
    
    (133,970
    )Prepaid expenses
    
    
    (4,022
    )
    
    
    (2,487
    )Other
    
    
    (6,759
    )
    
    
    (3,192
    )Total deferred tax liabilities
    
    
    (304,126
    )
    
    
    (139,649
    )Deferred tax assets (liabilities), net
    
    $
    (43,190
    )
    
    $
    48,661
    105




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   December 31,2010
    
    
    2009
    
    
    2008Balance at the beginning of the year
    
    $
    66,067
    
    
    $
    32,271
    
    
    $
    14,966Additions to tax positions related to prior years
    
    
    324
    
    
    
    24,184
    
    
    
    9,239Reductions to tax positions related to prior years
    
    
    (6,287)
    
    
    
    
    
    
    
    Additions to tax positions related to current year
    
    
    2,311
    
    
    
    9,612
    
    
    
    8,066Settlements
    
    
    (26,646
    )
    
    
    
    
    
    
    Balance at the end of the year
    
    $
    35,769
    
    
    $
    66,067
    
    
    $
    32,271
       106




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 12  Fair Value Measurements
   Fair Value Measurements Using:Quoted Market
    
    
    Significant Other
    
    
    SignificantTotal Carrying
    
    
    Prices in Active
    
    
    Observable Inputs
    
    
    Unobservable InputsValue
    
    
    Markets (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)As of December 31, 2010Cash equivalents(1)
    
    $
    2,490,809
    
    
    $
    2,490,809
    
    
    $
    
    
    
    $
    Interest rate caps(2)
    
    $
    1,617
    
    
    $
    
    
    
    $
    1,617
    
    
    $
    As of December 31, 2009Cash equivalents(1)
    
    $
    3,499,874
    
    
    $
    3,499,874
    
    
    $
    
    
    
    $
    Interest rate caps(2)
    
    $
    2,466
    
    
    $
    
    
    
    $
    2,466
    
    
    $
    
 
 (1)
    
    The Company has short-term investments classified as cash equivalents as the original
maturities are less than 90 days.(2)
    
    As of December 31, 2010, the Company has 34 interest rate cap agreements with an aggregate
fair value of approximately $1.6 million, based on quoted market values from the institutions
holding the agreements. As of December 31, 2009, the Company has 24 interest rate cap
agreements with an aggregate fair value of approximately $2.5 million, based on quoted market
values from the institutions holding the agreements. Note 13  Mall Sales
 The Grand Canal Shoppes at The Venetian Las Vegas
   107




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  2011
    
    $
    8,0432012
    
    
    8,0432013
    
    
    8,0432014
    
    
    7,7252015
    
    
    7,497Thereafter
    
    
    106,302$
    145,653
 The Shoppes at The Palazzo
     108




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 14  Commitments and Contingencies
 Litigation
     109




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
         110




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Macau Concession and Subconcession
    Singapore Development Project
   Operating Leases
  2011
    
    $
    10,5142012
    
    
    8,7032013
    
    
    6,7012014
    
    
    5,1322015
    
    
    4,098Thereafter
    
    
    113,831Total minimum payments
    
    $
    148,979
   111




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Other Ventures and Commitments
    Malls in Macau and Singapore
  2011
    
    $
    124,5452012
    
    
    187,1652013
    
    
    193,7832014
    
    
    164,1032015
    
    
    121,512Thereafter
    
    
    238,669Total minimum future rentals
    
    $
    1,029,777
   112




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 15  Stock-Based Employee Compensation
  LVSLLC 1997 Fixed Stock Option Plan
    Las Vegas Sands Corp. 2004 Equity Award Plan
   Sands China Ltd. Equity Award Plan
   113




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   2010
    
    
    2009
    
    
    2008LVSC 2004 Plan:Weighted average volatility
    
    
    89.2
    %
    
    
    75.8
    %
    
    
    36.7
    %Expected term (in years)
    
    
    5.4
    
    
    
    5.2
    
    
    
    6.4Risk-free rate
    
    
    2.9
    %
    
    
    2.8
    %
    
    
    3.0
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    SCL Equity Plan:Weighted average volatility
    
    
    73.5
    %
    
    
    
    %
    
    
    
    %Expected term (in years)
    
    
    6.2
    
    
    
    
    
    
    
    Risk-free rate
    
    
    1.9
    %
    
    
    
    %
    
    
    
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Life (Years)
    
    
    ValueLVSC 2004 Plan:Outstanding as of January 1, 2010
    
    
    15,000,608
    
    
    $
    35.39Granted
    
    
    4,496,527
    
    
    
    21.82Exercised
    
    
    (1,667,636
    )
    
    
    9.87Forfeited
    
    
    (2,205,871
    )
    
    
    39.22Outstanding as of December 31, 2010
    
    
    15,623,628
    
    
    $
    33.67
    
    
    
    6.69
    
    
    $
    338,715,503Exercisable as of December 31, 2010
    
    
    4,741,254
    
    
    $
    53.61
    
    
    
    6.21
    
    
    $
    46,275,097SCL Equity Plan:Outstanding as of January 1, 2010
    
    
    
    
    
    $
    Granted
    
    
    26,188,600
    
    
    
    1.63Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (7,249,100
    )
    
    
    1.57Outstanding as of December 31, 2010
    
    
    18,939,500
    
    
    $
    1.65
    
    
    
    9.38
    
    
    $
    10,543,357Exercisable as of December 31, 2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
  114




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Restricted Stock Awards
  Weighted AverageGrant DateShares
    
    
    Fair ValueUnvested as of January 1, 2010
    
    
    64,411
    
    
    $
    18.22Granted
    
    
    15,765
    
    
    
    25.37Vested
    
    
    (55,507
    )
    
    
    17.65Forfeited
    
    
    (1,730
    )
    
    
    28.90Unvested as of December 31, 2010
    
    
    22,939
    
    
    $
    23.70
     Year Ended December 31,2010
    
    
    2009
    
    
    2008Compensation expense:Stock options
    
    $
    56,462
    
    
    $
    44,544
    
    
    $
    50,858Restricted stock
    
    
    1,559
    
    
    
    1,001
    
    
    
    2,996$
    58,021
    
    
    $
    45,545
    
    
    $
    53,854Income tax benefit recognized in the consolidated statements of operations
    
    $
    
    
    
    $
    
    
    
    $
    12,860Compensation cost capitalized as part of property and equipment
    
    $
    2,797
    
    
    $
    3,509
    
    
    $
    5,789LVSC 2004 Plan:Stock options granted
    
    
    4,497
    
    
    
    8,822
    
    
    
    4,973Weighted average grant date fair value
    
    $
    15.95
    
    
    $
    3.52
    
    
    $
    26.85Restricted shares granted
    
    
    16
    
    
    
    
    
    
    
    Weighted average grant date fair value
    
    $
    25.37
    
    
    $
    3.52
    
    
    $
    26.85Stock options exercised:Intrinsic value
    
    $
    1,668
    
    
    $
    139
    
    
    $
    8,088Cash received
    
    $
    16,455
    
    
    $
    64
    
    
    $
    6,834Tax benefit realized for tax deductions from stock-based compensation
    
    $
    
    
    
    $
    
    
    
    $
    1,117SCL Equity Plan:Stock options granted
    
    
    26,189
    
    
    
    
    
    
    
    Weighted average grant date fair value
    
    $
    1.06
    
    
    $
    
    
    
    $
    Stock options exercised:Intrinsic value
    
    $
    
    
    
    $
    
    
    
    $
    Cash received
    
    $
    
    
    
    $
    
    
    
    $
    Tax benefit realized for tax deductions from stock-based compensation
    
    $
    
    
    
    $
    
    
    
    $
    
  115




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 16  Employee Benefit Plans
     Note 17  Related Party Transactions
       116




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 18  Segment Information
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net RevenuesMacau:The Venetian Macao
    
    $
    2,412,990
    
    
    $
    1,993,531
    
    
    $
    1,945,561Sands Macao
    
    
    1,193,589
    
    
    
    1,024,268
    
    
    
    1,032,100Four Seasons Macao
    
    
    498,649
    
    
    
    260,567
    
    
    
    62,536Other Asia
    
    
    110,586
    
    
    
    87,987
    
    
    
    71,2444,215,814
    
    
    
    3,366,353
    
    
    
    3,111,441United States:Las Vegas Operating Properties
    
    
    1,213,046
    
    
    
    1,106,263
    
    
    
    1,339,740Sands Bethlehem
    
    
    302,101
    
    
    
    153,198
    
    
    
    1,515,147
    
    
    
    1,259,461
    
    
    
    1,339,740Marina Bay Sands
    
    
    1,262,690
    
    
    
    
    
    
    
    Intersegment eliminations
    
    
    (140,469
    )
    
    
    (62,709
    )
    
    
    (61,235
    )Total net revenues
    
    $
    6,853,182
    
    
    $
    4,563,105
    
    
    $
    4,389,946Adjusted Property EBITDA(1)Macau:The Venetian Macao
    
    $
    809,798
    
    
    $
    556,547
    
    
    $
    499,025Sands Macao
    
    
    318,519
    
    
    
    244,925
    
    
    
    214,573Four Seasons Macao
    
    
    113,692
    
    
    
    40,527
    
    
    
    7,567Other Asia
    
    
    (24,429
    )
    
    
    (32,610
    )
    
    
    (49,465
    )1,217,580
    
    
    
    809,389
    
    
    
    671,700United States:Las Vegas Operating Properties
    
    
    310,113
    
    
    
    259,206
    
    
    
    392,139Sands Bethlehem
    
    
    58,982
    
    
    
    17,566
    
    
    
    369,095
    
    
    
    276,772
    
    
    
    392,139Marina Bay Sands
    
    
    641,898
    
    
    
    
    
    
    
    Total adjusted property EBITDA
    
    
    2,228,573
    
    
    
    1,086,161
    
    
    
    1,063,839Other Operating Costs and ExpensesStock-based compensation expense
    
    
    (31,638
    )
    
    
    (29,930
    )
    
    
    (35,039
    )Corporate expense
    
    
    (108,848
    )
    
    
    (132,098
    )
    
    
    (104,355
    )Rental expense
    
    
    (41,302
    )
    
    
    (29,899
    )
    
    
    (33,540
    )Pre-opening expense
    
    
    (114,833
    )
    
    
    (157,731
    )
    
    
    (162,322
    )Development expense
    
    
    (1,783
    )
    
    
    (533
    )
    
    
    (12,789
    )Depreciation and amortization
    
    
    (694,971
    )
    
    
    (586,041
    )
    
    
    (506,986
    )Impairment loss
    
    
    (16,057
    )
    
    
    (169,468
    )
    
    
    (37,568
    )Loss on disposal of assets
    
    
    (38,555
    )
    
    
    (9,201
    )
    
    
    (7,577
    )Operating income (loss)
    
    
    1,180,586
    
    
    
    (28,740
    )
    
    
    163,663
  117




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Other Non-Operating Costs and ExpensesInterest income
    
    
    8,947
    
    
    
    11,122
    
    
    
    19,786Interest expense, net of amounts capitalized
    
    
    (306,813
    )
    
    
    (321,870
    )
    
    
    (421,825
    )Other income (expense)
    
    
    (8,260
    )
    
    
    (9,891
    )
    
    
    19,492Loss on modification or early retirement of debt
    
    
    (18,555
    )
    
    
    (23,248
    )
    
    
    (9,141
    )Income tax benefit (expense)
    
    
    (74,302
    )
    
    
    3,884
    
    
    
    59,700Net (income) loss attributable to noncontrolling interests
    
    
    (182,209
    )
    
    
    14,264
    
    
    
    4,767Net income (loss) attributable to Las Vegas Sands Corp.
    
    $
    599,394
    
    
    $
    (354,479
    )
    
    $
    (163,558
    )
 
 (1)
    
    Adjusted property EBITDA is net income (loss) attributable to Las Vegas Sands Corp. before
stock-based compensation expense, corporate expense, rental expense, pre-opening expense,
development expense, depreciation and amortization, impairment loss, loss on disposal of
assets, interest, other income (expense), loss on modification or early retirement of debt,
income taxes and net (income) loss attributable to noncontrolling interests. Adjusted property
EBITDA is used by management as the primary measure of operating performance of the Companys
properties and to compare the operating performance of the Companys properties with that of
its competitors. Year Ended December 31,2010
    
    
    2009
    
    
    2008Intersegment RevenuesMacau:The Venetian Macao
    
    $
    8,345
    
    
    $
    2,957
    
    
    $
    2,365Other Asia
    
    
    61,664
    
    
    
    53,808
    
    
    
    54,15670,009
    
    
    
    56,765
    
    
    
    56,521Las Vegas Operating Properties
    
    
    69,892
    
    
    
    5,944
    
    
    
    4,714Marina Bay Sands
    
    
    568
    
    
    
    
    
    
    
    Total intersegment revenues
    
    $
    140,469
    
    
    $
    62,709
    
    
    $
    61,235
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Capital ExpendituresCorporate and Other
    
    $
    12,215
    
    
    $
    36,846
    
    
    $
    139,650Macau:The Venetian Macao
    
    
    40,895
    
    
    
    17,627
    
    
    
    173,744Sands Macao
    
    
    4,708
    
    
    
    5,887
    
    
    
    41,455Four Seasons Macao
    
    
    35,708
    
    
    
    262,662
    
    
    
    570,481Other Asia
    
    
    4,025
    
    
    
    28,727
    
    
    
    103,464Other Development Projects
    
    
    328,824
    
    
    
    89,377
    
    
    
    1,111,326United States:Las Vegas Operating Properties
    
    
    21,651
    
    
    
    65,899
    
    
    
    577,862Sands Bethlehem
    
    
    45,672
    
    
    
    247,665
    
    
    
    307,451Marina Bay Sands
    
    
    1,530,283
    
    
    
    1,338,206
    
    
    
    763,575Total capital expenditures
    
    $
    2,023,981
    
    
    $
    2,092,896
    
    
    $
    3,789,008
 December 31,2010
    
    
    2009
    
    
    2008Total AssetsCorporate and Other
    
    $
    1,574,180
    
    
    $
    1,849,596
    
    
    $
    707,276Macau:The Venetian Macao
    
    
    3,194,598
    
    
    
    2,886,762
    
    
    
    3,215,472Sands Macao
    
    
    483,678
    
    
    
    527,737
    
    
    
    592,998Four Seasons Macao
    
    
    1,155,243
    
    
    
    1,151,028
    
    
    
    973,892Other Asia
    
    
    370,525
    
    
    
    333,122
    
    
    
    347,369Other Development Projects
    
    
    3,140,905
    
    
    
    2,031,327
    
    
    
    1,860,183United States:Las Vegas Operating Properties
    
    
    3,966,754
    
    
    
    6,893,106
    
    
    
    6,562,124Sands Bethlehem
    
    
    757,993
    
    
    
    737,062
    
    
    
    475,256Marina Bay Sands
    
    
    6,400,432
    
    
    
    4,162,366
    
    
    
    2,409,543Total assets
    
    $
    21,044,308
    
    
    $
    20,572,106
    
    
    $
    17,144,113
  118




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 December 31,2010
    
    
    2009
    
    
    2008Total Long-Lived AssetsCorporate and Other
    
    $
    308,438
    
    
    $
    324,268
    
    
    $
    321,039Macau:The Venetian Macao
    
    
    2,138,419
    
    
    
    2,324,882
    
    
    
    2,525,984Sands Macao
    
    
    315,380
    
    
    
    355,170
    
    
    
    402,613Four Seasons Macao
    
    
    1,024,302
    
    
    
    1,047,201
    
    
    
    909,297Other Asia
    
    
    230,640
    
    
    
    276,559
    
    
    
    284,559Other Development Projects
    
    
    2,303,959
    
    
    
    2,022,861
    
    
    
    1,849,370United States:Las Vegas Operating Properties
    
    
    3,429,997
    
    
    
    3,642,405
    
    
    
    4,006,564Sands Bethlehem
    
    
    608,021
    
    
    
    610,846
    
    
    
    417,588Marina Bay Sands
    
    
    5,541,881
    
    
    
    3,956,899
    
    
    
    2,251,152Total long-lived assets
    
    $
    15,901,037
    
    
    $
    14,561,091
    
    
    $
    12,968,166
 Note 19  Condensed Consolidating Financial Information
    119




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Condensed Consolidating Balance Sheets
December 31, 2010
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalCash and cash equivalents
    
    $
    1,031,844
    
    
    $
    412,226
    
    
    $
    1,593,011
    
    
    $
    
    
    
    $
    3,037,081Restricted cash and cash equivalents
    
    
    
    
    
    
    2,179
    
    
    
    162,136
    
    
    
    
    
    
    
    164,315Intercompany receivables
    
    
    11,843
    
    
    
    65,834
    
    
    
    22,927
    
    
    
    (100,604
    )
    
    
    Accounts receivable, net
    
    
    298
    
    
    
    156,012
    
    
    
    561,217
    
    
    
    (608
    )
    
    
    716,919Inventories
    
    
    2,174
    
    
    
    11,755
    
    
    
    18,331
    
    
    
    
    
    
    
    32,260Deferred income taxes, net
    
    
    
    
    
    
    24,496
    
    
    
    47,389
    
    
    
    (10,279
    )
    
    
    61,606Prepaid expenses and other
    
    
    15,272
    
    
    
    4,782
    
    
    
    30,432
    
    
    
    (3,760
    )
    
    
    46,726Total current assets
    
    
    1,061,431
    
    
    
    677,284
    
    
    
    2,435,443
    
    
    
    (115,251
    )
    
    
    4,058,907Property and equipment, net
    
    
    133,901
    
    
    
    3,570,465
    
    
    
    10,797,831
    
    
    
    
    
    
    
    14,502,197Investments in subsidiaries
    
    
    6,273,755
    
    
    
    4,996,023
    
    
    
    
    
    
    
    (11,269,778
    )
    
    
    Deferred financing costs, net
    
    
    767
    
    
    
    29,198
    
    
    
    125,413
    
    
    
    
    
    
    
    155,378Restricted cash and cash equivalents
    
    
    
    
    
    
    4,616
    
    
    
    640,989
    
    
    
    
    
    
    
    645,605Intercompany receivables
    
    
    31,996
    
    
    
    97,813
    
    
    
    
    
    
    
    (129,809
    )
    
    
    Intercompany notes receivable
    
    
    
    
    
    
    638,986
    
    
    
    
    
    
    
    (638,986
    )
    
    
    Deferred income taxes, net
    
    
    62,638
    
    
    
    
    
    
    
    
    
    
    
    (52,215
    )
    
    
    10,423Leasehold interests in land, net
    
    
    
    
    
    
    
    
    
    
    1,398,840
    
    
    
    
    
    
    
    1,398,840Intangible assets, net
    
    
    590
    
    
    
    
    
    
    
    89,215
    
    
    
    
    
    
    
    89,805Other assets, net
    
    
    78
    
    
    
    27,104
    
    
    
    155,971
    
    
    
    
    
    
    
    183,153Total assets
    
    $
    7,565,156
    
    
    $
    10,041,489
    
    
    $
    15,643,702
    
    
    $
    (12,206,039
    )
    
    $
    21,044,308Accounts payable
    
    $
    5,750
    
    
    $
    26,975
    
    
    $
    81,388
    
    
    $
    (608
    )
    
    $
    113,505Construction payables
    
    
    
    
    
    
    2,179
    
    
    
    514,802
    
    
    
    
    
    
    
    516,981Intercompany payables
    
    
    22,926
    
    
    
    11,843
    
    
    
    65,835
    
    
    
    (100,604
    )
    
    
    Accrued interest payable
    
    
    4,629
    
    
    
    7,689
    
    
    
    30,307
    
    
    
    
    
    
    
    42,625Other accrued liabilities
    
    
    15,692
    
    
    
    175,011
    
    
    
    969,531
    
    
    
    
    
    
    
    1,160,234Income taxes payable
    
    
    
    
    
    
    
    
    
    
    3,760
    
    
    
    (3,760
    )
    
    
    Deferred income taxes
    
    
    10,279
    
    
    
    
    
    
    
    
    
    
    
    (10,279
    )
    
    
    Current maturities of long-term debt
    
    
    3,687
    
    
    
    30,606
    
    
    
    732,775
    
    
    
    
    
    
    
    767,068Total current liabilities
    
    
    62,963
    
    
    
    254,303
    
    
    
    2,398,398
    
    
    
    (115,251
    )
    
    
    2,600,413Other long-term liabilities
    
    
    26,761
    
    
    
    10,911
    
    
    
    40,568
    
    
    
    
    
    
    
    78,240Intercompany payables
    
    
    45,336
    
    
    
    
    
    
    
    84,473
    
    
    
    (129,809
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    638,986
    
    
    
    (638,986
    )
    
    
    Deferred income taxes
    
    
    
    
    
    
    53,034
    
    
    
    114,400
    
    
    
    (52,215
    )
    
    
    115,219Deferred amounts related to mall transactions
    
    
    
    
    
    
    442,114
    
    
    
    
    
    
    
    
    
    
    
    442,114Long-term debt
    
    
    263,726
    
    
    
    2,869,931
    
    
    
    6,240,098
    
    
    
    
    
    
    
    9,373,755Total liabilities
    
    
    398,786
    
    
    
    3,630,293
    
    
    
    9,516,923
    
    
    
    (936,261
    )
    
    
    12,609,741Preferred stock issued to Principal Stockholders
family
    
    
    503,379
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    503,379Total Las Vegas Sands Corp. stockholders equity
    
    
    6,662,991
    
    
    
    6,410,791
    
    
    
    4,858,987
    
    
    
    (11,269,778
    )
    
    
    6,662,991Noncontrolling interests
    
    
    
    
    
    
    405
    
    
    
    1,267,792
    
    
    
    
    
    
    
    1,268,197Total equity
    
    
    6,662,991
    
    
    
    6,411,196
    
    
    
    6,126,779
    
    
    
    (11,269,778
    )
    
    
    7,931,188Total liabilities and equity
    
    $
    7,565,156
    
    
    $
    10,041,489
    
    
    $
    15,643,702
    
    
    $
    (12,206,039
    )
    
    $
    21,044,308
  120




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Balance Sheets
December 31, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalCash and cash equivalents
    
    $
    254,256
    
    
    $
    3,033,625
    
    
    $
    1,667,535
    
    
    $
    
    
    
    $
    4,955,416Restricted cash and cash equivalents
    
    
    
    
    
    
    6,954
    
    
    
    111,687
    
    
    
    
    
    
    
    118,641Intercompany receivables
    
    
    
    
    
    
    101,485
    
    
    
    27,646
    
    
    
    (129,131
    )
    
    
    Accounts receivable, net
    
    
    727
    
    
    
    152,151
    
    
    
    309,547
    
    
    
    (1,659
    )
    
    
    460,766Inventories
    
    
    1,906
    
    
    
    12,332
    
    
    
    12,835
    
    
    
    
    
    
    
    27,073Deferred income taxes, net
    
    
    
    
    
    
    29,117
    
    
    
    1,992
    
    
    
    (4,667
    )
    
    
    26,442Prepaid expenses and other
    
    
    11,410
    
    
    
    5,251
    
    
    
    18,675
    
    
    
    
    
    
    
    35,336Total current assets
    
    
    268,299
    
    
    
    3,340,915
    
    
    
    2,149,917
    
    
    
    (135,457
    )
    
    
    5,623,674Property and equipment, net
    
    
    140,684
    
    
    
    3,786,061
    
    
    
    9,424,526
    
    
    
    
    
    
    
    13,351,271Investment in subsidiaries
    
    
    6,242,214
    
    
    
    4,117,915
    
    
    
    
    
    
    
    (10,360,129
    )
    
    
    Deferred financing costs, net
    
    
    1,095
    
    
    
    37,850
    
    
    
    99,509
    
    
    
    
    
    
    
    138,454Intercompany receivables
    
    
    34,029
    
    
    
    85,725
    
    
    
    
    
    
    
    (119,754
    )
    
    
    Intercompany notes receivable
    
    
    
    
    
    
    500,518
    
    
    
    
    
    
    
    (500,518
    )
    
    
    Deferred income taxes, net
    
    
    48,362
    
    
    
    
    
    
    
    243
    
    
    
    (26,386
    )
    
    
    22,219Leasehold interests in land, net
    
    
    
    
    
    
    
    
    
    
    1,209,820
    
    
    
    
    
    
    
    1,209,820Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    50,129
    
    
    
    
    
    
    
    50,129Other assets, net
    
    
    2,338
    
    
    
    27,555
    
    
    
    146,646
    
    
    
    
    
    
    
    176,539Total assets
    
    $
    6,737,021
    
    
    $
    11,896,539
    
    
    $
    13,080,790
    
    
    $
    (11,142,244
    )
    
    $
    20,572,106Accounts payable
    
    $
    4,229
    
    
    $
    21,353
    
    
    $
    58,772
    
    
    $
    (1,659
    )
    
    $
    82,695Construction payables
    
    
    
    
    
    
    9,172
    
    
    
    769,599
    
    
    
    
    
    
    
    778,771Intercompany payables
    
    
    59,029
    
    
    
    
    
    
    
    70,102
    
    
    
    (129,131
    )
    
    
    Accrued interest payable
    
    
    6,074
    
    
    
    351
    
    
    
    11,907
    
    
    
    
    
    
    
    18,332Other accrued liabilities
    
    
    6,470
    
    
    
    170,706
    
    
    
    609,016
    
    
    
    
    
    
    
    786,192Deferred income taxes
    
    
    4,667
    
    
    
    
    
    
    
    
    
    
    
    (4,667
    )
    
    
    Current maturities of long-term debt
    
    
    3,688
    
    
    
    81,374
    
    
    
    88,253
    
    
    
    
    
    
    
    173,315Total current liabilities
    
    
    84,157
    
    
    
    282,956
    
    
    
    1,607,649
    
    
    
    (135,457
    )
    
    
    1,839,305Other long-term liabilities
    
    
    48,907
    
    
    
    10,621
    
    
    
    22,431
    
    
    
    
    
    
    
    81,959Intercompany payables
    
    
    15,166
    
    
    
    
    
    
    
    104,588
    
    
    
    (119,754
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    500,518
    
    
    
    (500,518
    )
    
    
    Deferred income taxes
    
    
    
    
    
    
    26,386
    
    
    
    
    
    
    
    (26,386
    )
    
    
    Deferred amounts related to mall transactions
    
    
    
    
    
    
    447,274
    
    
    
    
    
    
    
    
    
    
    
    447,274Long-term debt
    
    
    327,258
    
    
    
    4,739,753
    
    
    
    5,785,136
    
    
    
    
    
    
    
    10,852,147Total liabilities
    
    
    475,488
    
    
    
    5,506,990
    
    
    
    8,020,322
    
    
    
    (782,115
    )
    
    
    13,220,685Preferred stock issued to Principal Stockholders
family
    
    
    410,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    410,834Total Las Vegas Sands Corp. stockholders equity
    
    
    5,850,699
    
    
    
    6,389,144
    
    
    
    3,970,985
    
    
    
    (10,360,129
    )
    
    
    5,850,699Noncontrolling interests
    
    
    
    
    
    
    405
    
    
    
    1,089,483
    
    
    
    
    
    
    
    1,089,888Total equity
    
    
    5,850,699
    
    
    
    6,389,549
    
    
    
    5,060,468
    
    
    
    (10,360,129
    )
    
    
    6,940,587Total liabilities and equity
    
    $
    6,737,021
    
    
    $
    11,896,539
    
    
    $
    13,080,790
    
    
    $
    (11,142,244
    )
    
    $
    20,572,106
  121




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Statements of Operations

For the year ended December 31, 2010
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    496,637
    
    
    $
    5,036,451
    
    
    $
    
    
    
    $
    5,533,088Rooms
    
    
    
    
    
    
    445,458
    
    
    
    352,041
    
    
    
    
    
    
    
    797,499Food and beverage
    
    
    
    
    
    
    159,285
    
    
    
    287,273
    
    
    
    
    
    
    
    446,558Convention, retail and other
    
    
    
    
    
    
    218,586
    
    
    
    404,914
    
    
    
    (82,708
    )
    
    
    540,792
    
    
    
    1,319,966
    
    
    
    6,080,679
    
    
    
    (82,708
    )
    
    
    7,317,937Less-promotional allowances
    
    
    (597
    )
    
    
    (155,394
    )
    
    
    (305,744
    )
    
    
    (3,020
    )
    
    
    (464,755
    )Net revenues
    
    
    (597
    )
    
    
    1,164,572
    
    
    
    5,774,935
    
    
    
    (85,728
    )
    
    
    6,853,182Operating expenses:Casino
    
    
    
    
    
    
    300,083
    
    
    
    2,951,842
    
    
    
    (2,698
    )
    
    
    3,249,227Rooms
    
    
    
    
    
    
    99,066
    
    
    
    44,261
    
    
    
    (1
    )
    
    
    143,326Food and beverage
    
    
    
    
    
    
    69,644
    
    
    
    144,397
    
    
    
    (6,085
    )
    
    
    207,956Convention, retail and other
    
    
    
    
    
    
    75,041
    
    
    
    216,492
    
    
    
    (16,855
    )
    
    
    274,678Provision for doubtful accounts
    
    
    
    
    
    
    30,277
    
    
    
    67,485
    
    
    
    
    
    
    
    97,762General and administrative
    
    
    
    
    
    
    239,561
    
    
    
    444,882
    
    
    
    (1,145
    )
    
    
    683,298Corporate expense
    
    
    93,262
    
    
    
    270
    
    
    
    74,200
    
    
    
    (58,884
    )
    
    
    108,848Rental expense
    
    
    
    
    
    
    
    
    
    
    41,302
    
    
    
    
    
    
    
    41,302Pre-opening expense
    
    
    654
    
    
    
    7
    
    
    
    114,232
    
    
    
    (60
    )
    
    
    114,833Development expense
    
    
    1,783
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,783Depreciation and amortization
    
    
    12,578
    
    
    
    224,372
    
    
    
    458,021
    
    
    
    
    
    
    
    694,971Impairment loss
    
    
    
    
    
    
    
    
    
    
    16,057
    
    
    
    
    
    
    
    16,057Loss on disposal of assets
    
    
    1,605
    
    
    
    9,423
    
    
    
    27,527
    
    
    
    
    
    
    
    38,555109,882
    
    
    
    1,047,744
    
    
    
    4,600,698
    
    
    
    (85,728
    )
    
    
    5,672,596Operating income (loss)
    
    
    (110,479
    )
    
    
    116,828
    
    
    
    1,174,237
    
    
    
    
    
    
    
    1,180,586Other income (expense):Interest income
    
    
    3,614
    
    
    
    89,522
    
    
    
    3,735
    
    
    
    (87,924
    )
    
    
    8,947Interest expense, net of amounts capitalized
    
    
    (15,380
    )
    
    
    (106,463
    )
    
    
    (272,894
    )
    
    
    87,924
    
    
    
    (306,813
    )Other income (expense)
    
    
    (1,500
    )
    
    
    3,325
    
    
    
    (10,085
    )
    
    
    
    
    
    
    (8,260
    )Gain (loss) on modification or early retirement of debt
    
    
    3,358
    
    
    
    (21,692
    )
    
    
    (221
    )
    
    
    
    
    
    
    (18,555
    )Income from equity investments in subsidiaries
    
    
    709,794
    
    
    
    589,784
    
    
    
    
    
    
    
    (1,299,578
    )
    
    
    Income before income taxes
    
    
    589,407
    
    
    
    671,304
    
    
    
    894,772
    
    
    
    (1,299,578
    )
    
    
    855,905Income tax benefit (expense)
    
    
    9,987
    
    
    
    (10,055
    )
    
    
    (74,234
    )
    
    
    
    
    
    
    (74,302
    )Net income
    
    
    599,394
    
    
    
    661,249
    
    
    
    820,538
    
    
    
    (1,299,578
    )
    
    
    781,603Net income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (182,209
    )
    
    
    
    
    
    
    (182,209
    )Net income attributable to Las Vegas Sands Corp.
    
    $
    599,394
    
    
    $
    661,249
    
    
    $
    638,329
    
    
    $
    (1,299,578
    )
    
    $
    599,394
  122




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Statements of Operations

For the year ended December 31, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    473,176
    
    
    $
    3,051,622
    
    
    $
    
    
    
    $
    3,524,798Rooms
    
    
    
    
    
    
    437,630
    
    
    
    220,153
    
    
    
    
    
    
    
    657,783Food and beverage
    
    
    
    
    
    
    150,588
    
    
    
    177,111
    
    
    
    
    
    
    
    327,699Convention, retail and other
    
    
    
    
    
    
    156,249
    
    
    
    278,738
    
    
    
    (15,823
    )
    
    
    419,164Total revenues
    
    
    
    
    
    
    1,217,643
    
    
    
    3,727,624
    
    
    
    (15,823
    )
    
    
    4,929,444Less  promotional allowances
    
    
    (722
    )
    
    
    (164,495
    )
    
    
    (198,308
    )
    
    
    (2,814
    )
    
    
    (366,339
    )Net revenues
    
    
    (722
    )
    
    
    1,053,148
    
    
    
    3,529,316
    
    
    
    (18,637
    )
    
    
    4,563,105Operating expenses:Casino
    
    
    
    
    
    
    286,884
    
    
    
    2,064,913
    
    
    
    (2,375
    )
    
    
    2,349,422Rooms
    
    
    
    
    
    
    94,562
    
    
    
    26,535
    
    
    
    
    
    
    
    121,097Food and beverage
    
    
    
    
    
    
    65,793
    
    
    
    106,566
    
    
    
    (6,382
    )
    
    
    165,977Convention, retail and other
    
    
    
    
    
    
    73,261
    
    
    
    174,120
    
    
    
    (7,004
    )
    
    
    240,377Provision for doubtful accounts
    
    
    
    
    
    
    52,832
    
    
    
    50,970
    
    
    
    
    
    
    
    103,802General and administrative
    
    
    
    
    
    
    241,011
    
    
    
    286,303
    
    
    
    (1,115
    )
    
    
    526,199Corporate expense
    
    
    118,940
    
    
    
    269
    
    
    
    14,642
    
    
    
    (1,753
    )
    
    
    132,098Rental expense
    
    
    
    
    
    
    2,937
    
    
    
    26,962
    
    
    
    
    
    
    
    29,899Pre-opening expense
    
    
    1,067
    
    
    
    99
    
    
    
    156,573
    
    
    
    (8
    )
    
    
    157,731Development expense
    
    
    432
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    533Depreciation and amortization
    
    
    11,369
    
    
    
    230,864
    
    
    
    343,808
    
    
    
    
    
    
    
    586,041Impairment loss
    
    
    
    
    
    
    151,175
    
    
    
    18,293
    
    
    
    
    
    
    
    169,468Loss on disposal of assets
    
    
    
    
    
    
    3,158
    
    
    
    6,043
    
    
    
    
    
    
    
    9,201131,808
    
    
    
    1,202,845
    
    
    
    3,275,829
    
    
    
    (18,637
    )
    
    
    4,591,845Operating income (loss)
    
    
    (132,530
    )
    
    
    (149,697
    )
    
    
    253,487
    
    
    
    
    
    
    
    (28,740
    )Other income (expense):Interest income
    
    
    10,331
    
    
    
    47,508
    
    
    
    657
    
    
    
    (47,374
    )
    
    
    11,122Interest expense, net of amounts capitalized
    
    
    (18,456
    )
    
    
    (120,682
    )
    
    
    (230,106
    )
    
    
    47,374
    
    
    
    (321,870
    )Other income (expense)
    
    
    (1
    )
    
    
    665
    
    
    
    (10,555
    )
    
    
    
    
    
    
    (9,891
    )Loss on modification or early retirement of
debt
    
    
    
    
    
    
    
    
    
    
    (23,248
    )
    
    
    
    
    
    
    (23,248
    )Income (loss) from equity investments in
subsidiaries
    
    
    (121,813
    )
    
    
    13,629
    
    
    
    
    
    
    
    108,184
    
    
    
    Loss before income taxes
    
    
    (262,469
    )
    
    
    (208,577
    )
    
    
    (9,765
    )
    
    
    108,184
    
    
    
    (372,627
    )Income tax benefit (expense)
    
    
    (92,010
    )
    
    
    95,304
    
    
    
    590
    
    
    
    
    
    
    
    3,884Net loss
    
    
    (354,479
    )
    
    
    (113,273
    )
    
    
    (9,175
    )
    
    
    108,184
    
    
    
    (368,743
    )Net loss attributable to noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    14,264
    
    
    
    
    
    
    
    14,264Net income (loss) attributable to Las Vegas
Sands Corp.
    
    $
    (354,479
    )
    
    $
    (113,273
    )
    
    $
    5,089
    
    
    $
    108,184
    
    
    $
    (354,479
    )
  123




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Statements of Operations

For the year ended December 31, 2008
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    522,438
    
    
    $
    2,669,661
    
    
    $
    
    
    
    $
    3,192,099Rooms
    
    
    
    
    
    
    535,797
    
    
    
    231,332
    
    
    
    
    
    
    
    767,129Food and beverage
    
    
    
    
    
    
    195,233
    
    
    
    173,829
    
    
    
    
    
    
    
    369,062Convention, retail and other
    
    
    
    
    
    
    178,866
    
    
    
    239,927
    
    
    
    (11,957
    )
    
    
    406,836Total revenues
    
    
    
    
    
    
    1,432,334
    
    
    
    3,314,749
    
    
    
    (11,957
    )
    
    
    4,735,126Less  promotional allowances
    
    
    (1,929
    )
    
    
    (147,817
    )
    
    
    (192,705
    )
    
    
    (2,729
    )
    
    
    (345,180
    )Net revenues
    
    
    (1,929
    )
    
    
    1,284,517
    
    
    
    3,122,044
    
    
    
    (14,686
    )
    
    
    4,389,946Operating expenses:Casino
    
    
    
    
    
    
    316,846
    
    
    
    1,899,728
    
    
    
    (2,339
    )
    
    
    2,214,235Rooms
    
    
    
    
    
    
    123,112
    
    
    
    31,503
    
    
    
    
    
    
    
    154,615Food and beverage
    
    
    
    
    
    
    88,948
    
    
    
    103,852
    
    
    
    (6,249
    )
    
    
    186,551Convention, retail and other
    
    
    
    
    
    
    87,540
    
    
    
    131,227
    
    
    
    (5,416
    )
    
    
    213,351Provision for doubtful accounts
    
    
    
    
    
    
    28,003
    
    
    
    13,862
    
    
    
    
    
    
    
    41,865General and administrative
    
    
    
    
    
    
    266,087
    
    
    
    285,124
    
    
    
    (682
    )
    
    
    550,529Corporate expense
    
    
    86,369
    
    
    
    834
    
    
    
    17,152
    
    
    
    
    
    
    
    104,355Rental expense
    
    
    
    
    
    
    6,929
    
    
    
    26,611
    
    
    
    
    
    
    
    33,540Pre-opening expense
    
    
    3,722
    
    
    
    9,067
    
    
    
    149,533
    
    
    
    
    
    
    
    162,322Development expense
    
    
    2,693
    
    
    
    
    
    
    
    10,096
    
    
    
    
    
    
    
    12,789Depreciation and amortization
    
    
    9,853
    
    
    
    223,724
    
    
    
    273,409
    
    
    
    
    
    
    
    506,986Impairment loss
    
    
    13,292
    
    
    
    
    
    
    
    24,276
    
    
    
    
    
    
    
    37,568Loss on disposal of assets
    
    
    
    
    
    
    6,093
    
    
    
    1,484
    
    
    
    
    
    
    
    7,577115,929
    
    
    
    1,157,183
    
    
    
    2,967,857
    
    
    
    (14,686
    )
    
    
    4,226,283Operating income (loss)
    
    
    (117,858
    )
    
    
    127,334
    
    
    
    154,187
    
    
    
    
    
    
    
    163,663Other income (expense):Interest income
    
    
    8,694
    
    
    
    12,047
    
    
    
    7,244
    
    
    
    (8,199
    )
    
    
    19,786Interest expense, net of amounts capitalized
    
    
    (24,036
    )
    
    
    (213,464
    )
    
    
    (192,524
    )
    
    
    8,199
    
    
    
    (421,825
    )Other income (expense)
    
    
    (35
    )
    
    
    (11,795
    )
    
    
    31,322
    
    
    
    
    
    
    
    19,492Loss on early retirement of debt
    
    
    (5,114
    )
    
    
    
    
    
    
    (4,027
    )
    
    
    
    
    
    
    (9,141
    )Income (loss) from equity investments in
subsidiaries
    
    
    (46,114
    )
    
    
    3,010
    
    
    
    
    
    
    
    43,104
    
    
    
    Loss before income taxes
    
    
    (184,463
    )
    
    
    (82,868
    )
    
    
    (3,798
    )
    
    
    43,104
    
    
    
    (228,025
    )Income tax benefit
    
    
    20,905
    
    
    
    36,754
    
    
    
    2,041
    
    
    
    
    
    
    
    59,700Net loss
    
    
    (163,558
    )
    
    
    (46,114
    )
    
    
    (1,757
    )
    
    
    43,104
    
    
    
    (168,325
    )Net loss attributable to noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    4,767
    
    
    
    
    
    
    
    4,767Net income (loss) attributable to Las Vegas
Sands Corp.
    
    $
    (163,558
    )
    
    $
    (46,114
    )
    
    $
    3,010
    
    
    $
    43,104
    
    
    $
    (163,558
    )
  124




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2010
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from (used in) operating
activities
    
    $
    (112,991
    )
    
    $
    331,374
    
    
    $
    1,651,768
    
    
    $
    
    
    
    $
    1,870,151Cash flows from investing activities:Changes in restricted cash and cash equivalents
    
    
    
    
    
    
    159
    
    
    
    (688,425
    )
    
    
    
    
    
    
    (688,266
    )Capital expenditures
    
    
    (7,538
    )
    
    
    (26,021
    )
    
    
    (1,990,422
    )
    
    
    
    
    
    
    (2,023,981
    )Proceeds from disposal of property and equipment
    
    
    
    
    
    
    828
    
    
    
    48,907
    
    
    
    
    
    
    
    49,735Purchases of investments
    
    
    
    
    
    
    
    
    
    
    (173,774
    )
    
    
    
    
    
    
    (173,774
    )Proceeds from investments
    
    
    
    
    
    
    
    
    
    
    173,774
    
    
    
    
    
    
    
    173,774Acquisition of intangible assets
    
    
    (590
    )
    
    
    
    
    
    
    (44,713
    )
    
    
    
    
    
    
    (45,303
    )Notes receivable to non-guarantor subsidiaries
    
    
    
    
    
    
    (52,729
    )
    
    
    
    
    
    
    52,729
    
    
    
    Dividends from Guarantor Subsidiaries
    
    
    4,384,116
    
    
    
    
    
    
    
    
    
    
    
    (4,384,116
    )
    
    
    Dividends from non-guarantor subsidiaries
    
    
    
    
    
    
    56,100
    
    
    
    
    
    
    
    (56,100
    )
    
    
    Capital contributions to subsidiaries
    
    
    (3,567,037
    )
    
    
    (16,537
    )
    
    
    
    
    
    
    3,583,574
    
    
    
    Net cash generated from (used in) investing
activities
    
    
    808,951
    
    
    
    (38,200
    )
    
    
    (2,674,653
    )
    
    
    (803,913
    )
    
    
    (2,707,815
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    16,455
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,455Proceeds from exercise of warrants
    
    
    225,514
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,514Dividends paid to preferred stockholders
    
    
    (93,400
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93,400
    )Dividends paid to Las Vegas Sands Corp.
    
    
    
    
    
    
    (4,384,116
    )
    
    
    
    
    
    
    4,384,116
    
    
    
    Dividends paid to Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (56,100
    )
    
    
    56,100
    
    
    
    Capital contributions received
    
    
    
    
    
    
    3,400,037
    
    
    
    183,537
    
    
    
    (3,583,574
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    52,729
    
    
    
    (52,729
    )
    
    
    Proceeds from VOL credit facility
    
    
    
    
    
    
    
    
    
    
    749,305
    
    
    
    
    
    
    
    749,305Proceeds from Singapore credit facility
    
    
    
    
    
    
    
    
    
    
    647,988
    
    
    
    
    
    
    
    647,988Repayments on senior secured credit facility
    
    
    
    
    
    
    (1,810,329
    )
    
    
    
    
    
    
    
    
    
    
    (1,810,329
    )Repayments on VML credit facility
    
    
    
    
    
    
    
    
    
    
    (572,337
    )
    
    
    
    
    
    
    (572,337
    )Repurchase and cancellation of senior notes
    
    
    (56,675
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,675
    )Repayments on ferry financing
    
    
    
    
    
    
    
    
    
    
    (35,055
    )
    
    
    
    
    
    
    (35,055
    )Repayments on airplane financings
    
    
    (3,687
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,687
    )Repayments on HVAC equipment lease
    
    
    
    
    
    
    (1,711
    )
    
    
    
    
    
    
    
    
    
    
    (1,711
    )Repayments on FF&E facility and other long-term
debt
    
    
    
    
    
    
    (108,549
    )
    
    
    (12,532
    )
    
    
    
    
    
    
    (121,081
    )Payments of preferred stock inducement premium
    
    
    (6,579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,579
    )Payments of deferred financing costs
    
    
    
    
    
    
    (9,905
    )
    
    
    (56,060
    )
    
    
    
    
    
    
    (65,965
    )Net cash generated from (used in) financing
activities
    
    
    81,628
    
    
    
    (2,914,573
    )
    
    
    901,475
    
    
    
    803,913
    
    
    
    (1,127,557
    )Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    46,886
    
    
    
    
    
    
    
    46,886Increase (decrease) in cash and cash equivalents
    
    
    777,588
    
    
    
    (2,621,399
    )
    
    
    (74,524
    )
    
    
    
    
    
    
    (1,918,335
    )Cash and cash equivalents at beginning of period
    
    
    254,256
    
    
    
    3,033,625
    
    
    
    1,667,535
    
    
    
    
    
    
    
    4,955,416Cash and cash equivalents at end of period
    
    $
    1,031,844
    
    
    $
    412,226
    
    
    $
    1,593,011
    
    
    $
    
    
    
    $
    3,037,081
  125




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Statements of Cash Flows
For the year ended December 31, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from operating activities
    
    $
    22,283
    
    
    $
    445
    
    
    $
    615,885
    
    
    $
    
    
    
    $
    638,613Cash flows from investing activities:Change in restricted cash and cash
equivalents
    
    
    
    
    
    
    (729
    )
    
    
    79,359
    
    
    
    
    
    
    
    78,630Capital expenditures
    
    
    (3,570
    )
    
    
    (99,232
    )
    
    
    (1,990,094
    )
    
    
    
    
    
    
    (2,092,896
    )Proceeds from disposal of property and
equipment
    
    
    60
    
    
    
    2,554
    
    
    
    1,589
    
    
    
    
    
    
    
    4,203Notes receivable to non-guarantor
subsidiaries
    
    
    (20,000
    )
    
    
    (171,671
    )
    
    
    
    
    
    
    191,671
    
    
    
    Intercompany receivable to non-guarantor
subsidiaries
    
    
    (57,000
    )
    
    
    
    
    
    
    
    
    
    
    57,000
    
    
    
    Repayment of receivable from
non-guarantor subsidiaries
    
    
    499,310
    
    
    
    898,574
    
    
    
    
    
    
    
    (1,397,884
    )
    
    
    Dividends from Guarantor Subsidiaries
    
    
    6,580,952
    
    
    
    
    
    
    
    
    
    
    
    (6,580,952
    )
    
    
    Dividends from non-guarantor subsidiaries
    
    
    
    
    
    
    16,406
    
    
    
    
    
    
    
    (16,406
    )
    
    
    Capital contributions to subsidiaries
    
    
    (6,964,009
    )
    
    
    (224
    )
    
    
    
    
    
    
    6,964,233
    
    
    
    Net cash generated from (used in) investing
activities
    
    
    35,743
    
    
    
    645,678
    
    
    
    (1,909,146
    )
    
    
    (782,338
    )
    
    
    (2,010,063
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    51
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51Proceeds from sale of and contribution
from noncontrolling interest, net of
transaction costs
    
    
    
    
    
    
    
    
    
    
    2,386,428
    
    
    
    
    
    
    
    2,386,428Dividends paid to preferred stockholders
    
    
    (94,697
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94,697
    )Dividends paid to Las Vegas Sands Corp.
    
    
    
    
    
    
    (6,580,952
    )
    
    
    
    
    
    
    6,580,952
    
    
    
    Dividends paid to Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (16,406
    )
    
    
    16,406
    
    
    
    Capital contributions received
    
    
    
    
    
    
    6,758,758
    
    
    
    205,475
    
    
    
    (6,964,233
    )
    
    
    Borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    
    
    
    
    77,000
    
    
    
    (77,000
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    171,671
    
    
    
    (171,671
    )
    
    
    Repayment on borrowings from Las Vegas
Sands Corp.
    
    
    
    
    
    
    
    
    
    
    (499,310
    )
    
    
    499,310
    
    
    
    Repayment on borrowings from Guarantor
Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (898,574
    )
    
    
    898,574
    
    
    
    Proceeds from Singapore credit facility
    
    
    
    
    
    
    
    
    
    
    1,221,644
    
    
    
    
    
    
    
    1,221,644Proceeds from exchangeable bonds
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    600,000Proceeds from ferry financing
    
    
    
    
    
    
    
    
    
    
    9,884
    
    
    
    
    
    
    
    9,884Repayments on VML credit facility
    
    
    
    
    
    
    
    
    
    
    (662,552
    )
    
    
    
    
    
    
    (662,552
    )Repayments on senior secured credit
facility
    
    
    
    
    
    
    (40,000
    )
    
    
    
    
    
    
    
    
    
    
    (40,000
    )Repayments on Singapore credit facility
    
    
    
    
    
    
    
    
    
    
    (17,762
    )
    
    
    
    
    
    
    (17,762
    )Repayments on ferry financing
    
    
    
    
    
    
    
    
    
    
    (17,695
    )
    
    
    
    
    
    
    (17,695
    )Repayments on airplane financings
    
    
    (3,687
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,687
    )Repayments on FF&E facility and other
long-term debt
    
    
    
    
    
    
    (34,249
    )
    
    
    (1,027
    )
    
    
    
    
    
    
    (35,276
    )Payments of deferred financing costs
    
    
    
    
    
    
    (2,880
    )
    
    
    (37,485
    )
    
    
    
    
    
    
    (40,365
    )Net cash generated from (used in) financing
activities
    
    
    (98,333
    )
    
    
    100,677
    
    
    
    2,521,291
    
    
    
    782,338
    
    
    
    3,305,973Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    (17,270
    )
    
    
    
    
    
    
    (17,270
    )Increase (decrease) in cash and cash
equivalents
    
    
    (40,307
    )
    
    
    746,800
    
    
    
    1,210,760
    
    
    
    
    
    
    
    1,917,253Cash and cash equivalents at beginning of
year
    
    
    294,563
    
    
    
    2,286,825
    
    
    
    456,775
    
    
    
    
    
    
    
    3,038,163Cash and cash equivalents at end of year
    
    $
    254,256
    
    
    $
    3,033,625
    
    
    $
    1,667,535
    
    
    $
    
    
    
    $
    4,955,416
  126




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2008
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from (used in) operating
activities
    
    $
    (34,547
    )
    
    $
    116,829
    
    
    $
    42,590
    
    
    $
    
    
    
    $
    124,872Cash flows from investing activities:Change in restricted cash and cash equivalents
    
    
    
    
    
    
    (1,137
    )
    
    
    219,181
    
    
    
    
    
    
    
    218,044Capital expenditures
    
    
    (11,163
    )
    
    
    (660,163
    )
    
    
    (3,117,682
    )
    
    
    
    
    
    
    (3,789,008
    )Notes receivable to non-guarantor subsidiaries
    
    
    (20,000
    )
    
    
    (36,185
    )
    
    
    
    
    
    
    56,185
    
    
    
    Intercompany receivable to Guarantor
Subsidiaries
    
    
    (35,000
    )
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    Intercompany receivable to non-guarantor
subsidiaries
    
    
    (353,000
    )
    
    
    (1,201,285
    )
    
    
    
    
    
    
    1,554,285
    
    
    
    Repayment of receivable from Guarantor
Subsidiaries
    
    
    94,003
    
    
    
    
    
    
    
    
    
    
    
    (94,003
    )
    
    
    Repayment of receivable from non-guarantor
subsidiaries
    
    
    
    
    
    
    34,018
    
    
    
    
    
    
    
    (34,018
    )
    
    
    Dividends from Guarantor Subsidiaries
    
    
    50,596
    
    
    
    
    
    
    
    
    
    
    
    (50,596
    )
    
    
    Capital contributions to subsidiaries
    
    
    (2,025,000
    )
    
    
    (77,728
    )
    
    
    
    
    
    
    2,102,728
    
    
    
    Net cash used in investing activities
    
    
    (2,299,564
    )
    
    
    (1,942,480
    )
    
    
    (2,898,501
    )
    
    
    3,569,581
    
    
    
    (3,570,964
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    6,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,834Excess tax benefits from stock-based
compensation
    
    
    1,112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,112Dividends paid to Las Vegas Sands Corp.
    
    
    
    
    
    
    (50,596
    )
    
    
    
    
    
    
    50,596
    
    
    
    Proceeds from contribution from
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    2,914
    
    
    
    
    
    
    
    2,914Capital contributions received
    
    
    
    
    
    
    2,025,000
    
    
    
    77,728
    
    
    
    (2,102,728
    )
    
    
    Borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    35,000
    
    
    
    373,000
    
    
    
    (408,000
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    1,237,470
    
    
    
    (1,237,470
    )
    
    
    Repayment on borrowings from Las Vegas Sands
Corp.
    
    
    
    
    
    
    (94,003
    )
    
    
    
    
    
    
    94,003
    
    
    
    Repayment on borrowings from Guarantor
Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (34,018
    )
    
    
    34,018
    
    
    
    Proceeds from common stock issued, net of
transaction costs
    
    
    1,053,695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,053,695Proceeds from preferred stock and warrants
issued to Principal Stockholders family, net
of transaction costs
    
    
    523,720
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    523,720Proceeds from preferred stock and warrants
issued, net of transaction costs
    
    
    503,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    503,625Proceeds from issuance of convertible senior
notes
    
    
    475,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    475,000Proceeds from senior secured credit facility
    
    
    
    
    
    
    2,075,860
    
    
    
    
    
    
    
    
    
    
    
    2,075,860Proceeds from Singapore credit facility
    
    
    
    
    
    
    
    
    
    
    1,730,515
    
    
    
    
    
    
    
    1,730,515Proceeds from VML credit facility
    
    
    
    
    
    
    
    
    
    
    444,299
    
    
    
    
    
    
    
    444,299Proceeds from ferry financing
    
    
    
    
    
    
    
    
    
    
    218,564
    
    
    
    
    
    
    
    218,564Proceeds from FF&E facility and other
long-term debt
    
    
    
    
    
    
    105,584
    
    
    
    41,379
    
    
    
    
    
    
    
    146,963Repayments on Singapore bridge facility
    
    
    
    
    
    
    
    
    
    
    (1,326,467
    )
    
    
    
    
    
    
    (1,326,467
    )Repayments on senior secured credit facility
    
    
    
    
    
    
    (333,000
    )
    
    
    
    
    
    
    
    
    
    
    (333,000
    )Repayments on airplane financings
    
    
    (3,687
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,687
    )Repayments on FF&E facility and other
long-term debt
    
    
    
    
    
    
    (25,050
    )
    
    
    (37,704
    )
    
    
    
    
    
    
    (62,754
    )Proceeds from sale of The Shoppes at the
Palazzo
    
    
    
    
    
    
    243,928
    
    
    
    
    
    
    
    
    
    
    
    243,928Payments of deferred financing costs
    
    
    (5,114
    )
    
    
    69
    
    
    
    (87,923
    )
    
    
    
    
    
    
    (92,968
    )Net cash generated from financing activities
    
    
    2,555,185
    
    
    
    3,982,792
    
    
    
    2,639,757
    
    
    
    (3,569,581
    )
    
    
    5,608,153Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    18,952
    
    
    
    
    
    
    
    18,952Increase (decrease) in cash and cash equivalents
    
    
    221,074
    
    
    
    2,157,141
    
    
    
    (197,202
    )
    
    
    
    
    
    
    2,181,013Cash and cash equivalents at beginning of year
    
    
    73,489
    
    
    
    129,684
    
    
    
    653,977
    
    
    
    
    
    
    
    857,150Cash and cash equivalents at end of year
    
    $
    294,563
    
    
    $
    2,286,825
    
    
    $
    456,775
    
    
    $
    
    
    
    $
    3,038,163
  127




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 20  Selected Quarterly Financial Results (Unaudited)
 QuarterFirst(1)
    
    
    Second(2)(3)(4)
    
    
    Third(5)
    
    
    Fourth(5)(6)
    
    
    Total(In thousands, except per share data)2010Net revenues
    
    $
    1,334,888
    
    
    $
    1,594,476
    
    
    $
    1,908,772
    
    
    $
    2,015,046
    
    
    $
    6,853,182Operating income
    
    
    141,820
    
    
    
    166,775
    
    
    
    383,305
    
    
    
    488,686
    
    
    
    1,180,586Net income
    
    
    47,814
    
    
    
    78,548
    
    
    
    268,834
    
    
    
    386,407
    
    
    
    781,603Net income attributable to Las
Vegas Sands Corp.
    
    
    17,581
    
    
    
    41,807
    
    
    
    214,497
    
    
    
    325,509
    
    
    
    599,394Net income (loss) attributable
to common stockholders
    
    
    (28,905
    )
    
    
    (4,679
    )
    
    
    168,011
    
    
    
    273,036
    
    
    
    407,463Basic income (loss) per share
    
    
    (0.04
    )
    
    
    (0.01
    )
    
    
    0.25
    
    
    
    0.40
    
    
    
    0.61Diluted income (loss) per share
    
    
    (0.04
    )
    
    
    (0.01
    )
    
    
    0.21
    
    
    
    0.34
    
    
    
    0.512009Net revenues
    
    $
    1,079,062
    
    
    $
    1,058,700
    
    
    $
    1,141,144
    
    
    $
    1,284,199
    
    
    $
    4,563,105Operating income (loss)
    
    
    36,279
    
    
    
    (171,345
    )
    
    
    62,382
    
    
    
    43,944
    
    
    
    (28,740
    )Net loss
    
    
    (35,846
    )
    
    
    (178,263
    )
    
    
    (80,617
    )
    
    
    (74,017
    )
    
    
    (368,743
    )Net loss attributable to Las
Vegas Sands Corp.
    
    
    (34,606
    )
    
    
    (175,940
    )
    
    
    (76,506
    )
    
    
    (67,427
    )
    
    
    (354,479
    )Net loss attributable to common
stockholders
    
    
    (80,896
    )
    
    
    (222,248
    )
    
    
    (122,992
    )
    
    
    (113,914
    )
    
    
    (540,050
    )Basic and diluted loss per share
    
    
    (0.12
    )
    
    
    (0.34
    )
    
    
    (0.19
    )
    
    
    (0.17
    )
    
    
    (0.82
    )
 
 (1)
    
    During the first quarter of 2009, the Company incorrectly included $6.8 million of preferred
stock dividends in its computation of net loss attributable to common stockholders, which
overstated the Companys basic and diluted loss per share by $0.02, but had no effect on total
assets, liabilities, stockholders equity, net loss or cash flows. The amount presented
reflects the amended calculation of basic and diluted loss per share.(2)
    
    The Marina Bay Sands opened on April 27, 2010.(3)
    
    Sands Bethlehem opened on May 22, 2009.(4)
    
    During the second quarter of 2009, the Company recorded an impairment loss of $151.2 million
and a legal settlement expense of $42.5 million.(5)
    
    During the third and fourth quarters of 2009, the Company recorded valuation allowances
against its U.S. deferred tax assets of $67.8 million and $29.1 million, respectively.(6)
    
    During the fourth quarter of 2009, the Company recorded an impairment loss of $18.3 million.   128




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SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 LAS VEGAS SANDS CORP. AND SUBSIDIARIES
For the Years Ended December 31, 2010, 2009 and 2008
 ProvisionBalance at
    
    
    for
    
    
    Write-offs,
    
    
    BalanceBeginning
    
    
    Doubtful
    
    
    net of
    
    
    at EndDescription
    
    of Year
    
    
    Accounts
    
    
    Recoveries
    
    
    of Year(In thousands)Allowance for doubtful accounts:2008
    
    $
    33,116
    
    
    
    41,865
    
    
    
    (13,764
    )
    
    $
    61,2172009
    
    $
    61,217
    
    
    
    103,802
    
    
    
    (46,319
    )
    
    $
    118,7002010
    
    $
    118,700
    
    
    
    97,762
    
    
    
    (34,606
    )
    
    $
    181,856
 Balance at
    
    
    
    
    
    
    
    
    
    
    BalanceBeginning
    
    
    
    
    
    
    
    
    
    
    at EndDescription
    
    of Year
    
    
    Additions
    
    
    Deductions
    
    
    of YearDeferred income tax asset valuation allowance:2008
    
    $
    46,343
    
    
    
    46,476
    
    
    
    
    
    
    $
    92,8192009
    
    $
    92,819
    
    
    
    187,188
    
    
    
    
    
    
    $
    280,0072010
    
    $
    280,007
    
    
    
    51,268
    
    
    
    
    
    
    $
    331,275
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
   129




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Managements Annual Report on Internal Control Over Financial Reporting
         
 ITEM 9B.
    
    OTHER INFORMATION
   130




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  www.lasvegassands.com
 
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   131




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PART IV
 
 ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Documents filed as part of the Annual Report on Form 10-K .
           Exhibit No.
    
    Description of Document3.1
    
    
    Certificate of Amended and Restated Articles of Incorporation of Las Vegas
Sands Corp. (incorporated by reference from Exhibit 3.1 to the Companys
Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated November 22, 2004).3.2
    
    
    Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by
reference from Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q
for the quarter ended September 30, 2007 and filed on November 9, 2007).3.3
    
    
    Certificate of Designations for Series A 10% Cumulative Perpetual Preferred
Stock (incorporated by reference from Exhibit 3.1 to the Companys Current
Report on Form 8-K filed on November 14, 2008).3.4
    
    
    Operating Agreement of Las Vegas Sands, LLC dated July 28, 2005
(incorporated by reference from Exhibit 3.1 to the Companys Current Report
on Form S-3 filed on November 17, 2008).3.5
    
    
    First Amendment to the Operating Agreement of Las Vegas Sands, LLC dated May
23, 2007 (incorporated by reference from Exhibit 3.2 to the Companys
Current Report on Form S-3 filed on November 17, 2008).4.1
    
    
    Form of Specimen Common Stock Certificate of Las Vegas Sands Corp.
(incorporated by reference from Exhibit 4.1 to the Companys Amendment No. 2
to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November
22, 2004).4.2
    
    
    Indenture, dated as of February 10, 2005, by and between Las Vegas Sands
Corp., as issuer, and U.S. Bank National Association, as trustee (the
6.375% Notes Indenture) (incorporated by reference from Exhibit 4.2 to the
Companys Current Report on Form 8-K filed on February 15, 2005).
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Exhibit No.
    
    Description of Document4.3
    
    
    Supplemental Indenture to the 6.375% Notes Indenture, dated as of February
22, 2005, by and among Las Vegas Sands, Inc. (n/k/a Las Vegas Sands, LLC),
Venetian Casino Resort, LLC, Mall Intermediate Holding Company, LLC, Lido
Intermediate Holding Company, LLC, Lido
Casino Resort, LLC, (which was merged into Venetian Casino Resort, LLC in
March 2007), Venetian Venture Development, LLC, Venetian Operating Company,
LLC (which was merged into Venetian Casino Resort, LLC in March 2006),
Venetian Marketing, Inc. and Venetian Transport, LLC, as guarantors, Las
Vegas Sands Corp., as issuer and U.S. Bank National Association, as trustee)
(incorporated by reference from Exhibit 4.1 to the Companys Current Report
on Form 8-K filed on February 23, 2005).4.4
    
    
    Second Supplemental Indenture to the 6.375% Notes Indenture, dated as of May
23, 2007, by and among Interface Group Nevada, Inc., Lido Casino Resort
Holding Company, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary,
LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, LLC, as guaranteeing
subsidiaries, the guarantors party to the first supplemental indenture, Las
Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee
(incorporated by reference from Exhibit 4.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August
9, 2007).10.1
    
    
    Warrant Agreement, dated as of November 14, 2008, between Las Vegas Sands
Corp. and U.S. Bank National Association, as warrant agent (incorporated by
reference from Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on November 14, 2008).10.2
    
    
    Amendment and Restatement Agreement dated as of August 17, 2010, to the
Credit and Guaranty Agreement dated as of May 23, 2007, as amended, among
Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party
thereto and The Bank of Nova Scotia (including as Exhibit A thereto the
Amended and Restated Credit and Guaranty Agreement dated as of August 18,
2010 among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders
party thereto, Goldman Sachs Credit Partners L.P, Citigroup Global Markets
Inc., The Bank of Nova Scotia and Credit Suisse AG, Cayman Islands Branch,
Barclays Capital Inc. and JPMorgan Chase Bank, N.A.) (incorporated by
reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
for the quarter ended September 30, 2010 and filed on November 9, 2010).10.3
    
    
    Security Agreement, dated as of May 23, 2007, between each of the parties
named as a grantor therein and The Bank of Nova Scotia, as collateral agent
for the secured parties, as defined therein (incorporated by reference from
Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 and filed on August 9, 2007).10.4
    
    
    Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing made by Phase II Mall Subsidiary, LLC,
as trustor, as of May 23, 2007 in favor of First American Title Insurance
Company, as trustee, for the benefit of The Bank of Nova Scotia, in its
capacity as collateral agent, as beneficiary (incorporated by reference from
Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 and filed on August 9, 2007).10.5
    
    
    Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing made by Las Vegas Sands, LLC, as
trustor, as of May 23, 2007 in favor of First American Title Insurance
Company, as trustee, for the benefit of The Bank of Nova Scotia, in its
capacity as collateral agent, as beneficiary (incorporated by reference from
Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 and filed on August 9, 2007).10.6
    
    
    Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC,
as trustor, as of May 23, 2007 in favor of First American Title Insurance
Company, as trustee, for the benefit of The Bank of Nova Scotia, in its
capacity as collateral agent, as beneficiary (incorporated by reference from
Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 and filed on August 9, 2007).
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Exhibit No.
    
    Description of Document10.7
    
    
    Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC
and Las Vegas Sands, LLC, jointly and severally as trustors, as of May 23,
2007 in favor of First American Title Insurance Company, as trustee, for the
benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as
beneficiary (incorporated by reference from Exhibit 10.9 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed
on August 9, 2007).10.8
    
    
    Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing made by Interface Group-Nevada, Inc.,
as trustor, as of May 23, 2007 in favor of First American Title Insurance
Company, as trustee, for the benefit of The Bank of Nova Scotia, in its
capacity as collateral agent, as beneficiary (incorporated by reference from
Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 and filed on August 9, 2007).10.9
    
    
    Credit Agreement, dated as of May 17, 2010, by and among Venetian Orient
Limited, the financial institutions listed as Lenders on the signature pages
thereto, The Bank of Nova Scotia, as Administrative Agent, Goldman Sachs
Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank, N.A.,
Citigroup Financial Services Limited and Citibank, N.A., Hong Kong Branch,
UBS AG Hong Kong Branch, Barclays Capital, The Investment Banking Division
of Barclays PLC, Bank of China Limited, Macau Branch (BOC), and Industrial
and Commercial Bank of China (Macau) Limited (ICBC), as Global
Coordinators and Bookrunners, and, with the exception of BOC and ICBC, as
co-syndication agents for the enders, and Banco Nacional Ultramarino, S.A.,
DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited, as Mandated
Lead Arrangers and Bookrunners (incorporated by reference from Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for the quarter ended June
30, 2010 and filed on August 9, 2010).10.10
    
    
    Sponsor Agreement, dated as of May 17, 2010, by and between Sands China
Ltd., The Bank of Nova Scotia, as administrative agent, and Bank of China
Limited, Macau Branch, as the collateral agent (incorporated by reference
from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2010 and filed on August 9, 2010).10.11
    
    
    Guaranty, dated as of May 17, 2010, is made by Sands China Ltd., and each
Subsidiary of Sands Ch ina Ltd. required from time to time to become party
hereto pursuant to the Credit Agreement, in favor of and for the benefit of
The Bank of Nova Scotia, as administrative agent (incorporated by reference
from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2010 and filed on August 9, 2010).10.12
    
    
    Credit Agreement, dated as of May 25, 2006, by and among VML US Finance LLC,
Venetian Macau Limited, the financial institutions listed therein as
lenders, The Bank of Nova Scotia, Banco Nacional Ultramarino, S.A., Sumitomo
Mitsui Banking Corporation, Goldman Sachs Credit Partners L.P., Lehman
Brothers Inc. and Citigroup Global Markets, Inc. (incorporated by reference
from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2006 and filed on August 9, 2006).10.13
    
    
    Disbursement Agreement, dated as of May 25, 2006, by and among VML US
Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of
Nova Scotia (incorporated by reference from Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed
on August 9, 2006).10.14
    
    
    First Amendment to Credit Agreement and Disbursement Agreement, dated as of
March 5, 2007, among Venetian Macau Limited, VML US Finance LC, Venetian
Cotai Limited and The Bank of Nova Scotia, as administrative agent and
disbursement agent (incorporated by reference from Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
and filed on May 10, 2007).10.15
    
    
    First Amendment to Disbursement Agreement, dated as of March 5, 2007, among
VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The
Bank of Nova Scotia, as disbursement agent and bank agent. (incorporated by
reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
for the quarter ended March 31, 2007 and filed on May 10, 2007).
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Exhibit No.
    
    Description of Document10.16
    
    
    Second Amendment to Credit Agreement, dated as of August 12, 2009, by and
among VML US Finance LLC, Venetian Macau Limited and The Bank of Nova
Scotia, as administrative agent for the Lenders and the Loan Parties party
thereto (incorporated by reference from Exhibit 10.7 to the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and
filed on November 9, 2009).10.17
    
    
    Facility Agreement, dated as of December 28, 2007, among Marina Bay Sands
Pte. Ltd., as borrower, Goldman Sachs Foreign Exchange (Singapore) Pte., DBS
Bank Ltd., UOB Asia Limited, Oversea-Chinese Banking Corporation Limited, as
coordinators, and DBS Bank Ltd., as technical bank, agent and security
trustee (incorporated by reference from Exhibit 10.59 to the Companys
Annual Report on Form 10-K for year ended December 31, 2007 and filed on
February 29, 2008).10.18
    
    
    Sponsor Support Agreement, dated as of December 28, 2007, among Las Vegas
Sands Corp., as sponsor, Sands Mauritius Holdings and MBS Holdings Pte.
Ltd., as holding company, Marina Bay Sands Pte. Ltd., as borrower and DBS
Bank Ltd., as security trustee (incorporated by reference from Exhibit 10.60
to the Companys Annual Report on Form 10-K for year ended December 31, 2007
and filed on February 29, 2008).10.19
    
    
    Construction Agency Agreement, dated as of May 1, 1997, by and between
Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC
(incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las
Vegas Sands, Inc.s Registration Statement on Form S-4 (File No. 333-42147)
dated March 27, 1998).10.20
    
    
    Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by
and between Clark County and Las Vegas Sands, Inc. (incorporated by
reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.s
Registration Statement on Form S-4 (File No. 333-42147) dated February 12,
1998).10.21
    
    
    Addendum to Sands Resort Hotel and Casino Agreement, dated as of September
16, 1997, by and between Clark County and Las Vegas Sands, Inc.
(incorporated by reference from Exhibit 10.20 to the Companys Amendment No.
1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October
25, 2004).10.22
    
    
    Improvement Phasing Agreement by and between Clark County and Lido Casino
Resort, LLC (incorporated by reference from Exhibit 10.21 to the Companys
Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated October 22, 2004).10.23
    
    
    Concession Contract for Operating Casino Games of Chance or Games of Other
Forms in the Macao Special Administrative Region, June 26, 2002, by and
among the Macao Special Administrative Region and Galaxy Casino Company
Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands,
Inc.s Form 10-K for the year ended December 31, 2002 and filed on March 31,
2003).10.24
    
    
    Subconcession Contract for Operating Casino Games of Chance or Games of
Other Forms in the Macao Special Administrative Region, dated December 19,
2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian
Macau S.A., as subconcessionaire (incorporated by reference from Exhibit
10.65 to the Companys Amendment No. 5 to Registration Statement on Form S-1
(Reg. No. 333-118827) dated December 10, 2004).10.25
    
    
    Land Concession Agreement, dated as of December 10, 2003, relating to the
Sands Macao between the Macao Special Administrative Region and Venetian
Macau Limited (incorporated by reference from Exhibit 10.39 to the Companys
Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827)
dated October 25, 2004).10.26
    
    
    Amendment, published on April 22, 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 (incorporated by
reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008 and filed on May 9, 2008).
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Exhibit No.
    
    Description of Document10.27
    
    
    Land Concession Agreement, dated as of February 23, 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
(incorporated by reference from Exhibit 10.3 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May
10, 2007).10.28
    
    
    Amendment published on October 28, 2008, to Land Concession Agreement
between Macau Special Administrative Region and Venetian Cotai Limited
(incorporated by reference from Exhibit 10.5 to the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008 and filed on
November 10, 2008).10.29
    
    
    Development Agreement, dated August 23, 2006, between the Singapore Tourism
Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit
10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 and filed on November 9, 2006).10.30
    
    
    Supplement to Development Agreement, dated December 11, 2009, by and between
Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by
reference from Exhibit 10.76 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2009 and filed on March 1, 2010).10.31
    
    
    Energy Services Agreement, dated as of May 1, 1997, by and between Atlantic
Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by
reference from Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands, Inc.s
Registration Statement on Form S-4 (File No. 333-42147) dated March 27,
1998).10.32
    
    
    Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and
between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC
(incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.s
Annual Report on Form 10-K for the year ended December 31, 1999 and filed on
March 30, 2000).10.33
    
    
    Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and
between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC
(incorporated by reference from Exhibit 10.77 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2006 and filed on February 28,
2007).10.34
    *
    
    Energy Services Agreement Amendment No. 3 dated as of February 10, 2009, by
and between Trigen-Las Vegas Energy Company, LLC f/k/a Atlantic Pacific Las
Vegas, LLC, Venetian Casino Resort, LLC Grand Canal Shops II, LLC and
Interface Group-Nevada, Inc.10.35
    
    
    Energy Services Agreement, dated as of November 14, 1997, by and between
Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc.
(incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the
Companys Registration Statement on Form S-1 (Reg. No. 333-118827) dated
October 25, 2004).10.36
    
    
    Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and
between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc.
(incorporated by reference from Exhibit 10.9 to the Companys Amendment No.
1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October
25, 2004).10.37
    
    
    Amended and Restated Services Agreement, dated as of November 14, 1997, by
and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface
Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino
Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain
subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by
reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.s
Registration Statement on Form S-4 (File No. 333-42147) dated February 12,
1998).10.38
    
    
    Assignment and Assumption Agreement, dated as of November 8, 2004, by and
among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group
Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations
LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc.
and certain subsidiaries of Venetian Casino Resort, LLC named therein
(incorporated by reference from Exhibit 10.52 to the Companys Amendment No.
2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November
22, 2004).
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Exhibit No.
    
    Description of Document10.39
    
    
    Fourth Amended and Restated Reciprocal Easement, Use and Operating
Agreement, dated as of February 29, 2008, by and among Interface Group 
Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary, LLC,
Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by
reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008 and filed on May 9, 2008).10.40
    
    
    Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the
1997 Stock Option Plan) (incorporated by reference from Exhibit 10.10 to
Las Vegas Sands, Inc.s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 and filed on August 14, 2002).10.41
    
    
    First Amendment to the 1997 Stock Option Plan, dated June 4, 2002
(incorporated by reference from Exhibit 10.11 to Las Vegas Sands, Inc.s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed
on August 14, 2002).10.42
    
    
    Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson
with respect to the 1997 Stock Option Plan (incorporated by reference from
Exhibit 10.5 to Las Vegas Sands, Inc.s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002 and filed on May 8, 2002).10.43
    
    
    Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands, Inc.
with respect to the 1997 Stock Option Plan (incorporated by reference from
Exhibit 10.25 to the Companys Registration Statement on Form S-1 (Reg. No.
333-118827) dated September 3, 2004).10.44
    
    
    Assignment and Assumption Agreement, dated as of December 20, 2004, by and
among Las Vegas Sands, Inc., Las Vegas Sands Corp. and Sheldon G. Adelson
(incorporated by reference from Exhibit 10.27 to the Companys Current
Report on Form 8-K filed on April 4, 2005).10.45
    
    
    Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from
Exhibit 10.41 to the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005 and filed on May 16, 2005).10.46
    
    
    First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp.
2004 Equity Award Plan (incorporated by reference from Exhibit 10.76 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2006
and filed on February 28, 2007).10.47
    
    
    Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.70 to the Companys Amendment No.
4 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December
8, 2004).10.48
    *
    
    Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan.10.49
    
    
    Form of
Nonqualified Stock Option Agreements under the 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.71 to the Companys Amendment No.
4 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December
8, 2004).10.50
    
    
    Form of Nonqualified Stock Option Agreement under the Companys 2004 Equity
Award Plan (incorporated by reference from Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and filed
August 7, 2009).10.51
    *
    
    Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan.10.52
    
    
    Las Vegas Sands Corp. Executive Cash Incentive Plan (incorporated by
reference from Exhibit 10.42 to the Companys Quarterly Report on Form 10-Q
for the quarter ended March 31, 2005 and filed on May 16, 2005).10.53
    
    
    Las Vegas Sands Corp. Deferred Compensation Plan (incorporated by reference
from Exhibit 10.63 to the Companys Amendment No. 2 to Registration
Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004).
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Exhibit No.
    
    Description of Document10.54
    
    
    Form of Restricted Stock Award Agreement (incorporated by reference from
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February
9, 2007).10.55
    
    
    Employment Agreement, dated as of November 18, 2004, by and among Las Vegas
Sands Corp., Las Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by
reference from Exhibit 10.36 to the Companys Amendment No. 2 to
Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22,
2004).10.56
    
    
    Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by
and among Las Vegas Sands Corp., Las Vegas Sands, LLC (f/k/a Las Vegas
Sands, Inc.) and Sheldon G. Adelson (incorporated by reference from Exhibit
10.35 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2008 and filed on March 2, 2009).10.57
    *
    
    Employment Agreement, dated as of November 13, 2010, among Las Vegas Sands
Corp., Las Vegas Sands, LLC and Michael A. Leven.10.58
    
    
    Employment Agreement, dated as of December 1, 2008 between Las Vegas Sands
Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.36 to
the Companys Annual Report on Form 10-K for the year ended December 31,
2008 and filed on March 2, 2009).10.59
    
    
    Letter Agreement, dated January 18, 2010, between Las Vegas Sands Corp. and
Kenneth J. Kay (incorporated by reference from Exhibit 10.33 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2009
and filed on March 1, 2010).10.60
    *
    
    Employment Agreement, dated as of January 11, 2011, among Las Vegas Sands
Corp., Las Vegas Sands, LLC and Robert G. Goldstein.10.61
    
    
    Amendment to Employment Agreement, effective as of October 1, 2009, between
Las Vegas Sands Corp. and Michael Quartieri (incorporated by reference from
Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009 and filed on November 9, 2009).10.62
    
    
    Employment Offer Terms and Conditions, agreed on August 3, 2009, by Steve
Jacobs and the Company (incorporated by reference from Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2010
and filed on May 10, 2010).10.63
    
    
    Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal
Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and
GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las
Vegas Sands, Inc.s Current Report on Form 8-K filed on April 16, 2004).10.64
    
    
    Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC
and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to
Las Vegas Sands, Inc.s Current Report on Form 8-K filed on April 16, 2004).10.65
    
    
    Assignment and Assumption of Agreement and First Amendment to Agreement,
dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to
Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as
buyer (incorporated by reference from Exhibit 10.60 to the Companys
Amendment No. 1 to Registration Statement on Form S- 1 (Reg. No. 333-118827)
dated October 25, 2004).10.66
    
    
    Second Amendment, dated as of January 31, 2008, to Agreement dated as of
April 12, 2004 and amended as of September 30, 2004, by and among Venetian
Casino Resort, LLC, as successor-by-merger to Lido Casino Resort, LLC, Phase
II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC,
and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
2008 and filed on May 9, 2008).10.67
    
    
    Second Amended and Restated Registration Rights Agreement, dated as of
November 14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson
and the other Adelson Holders (as defined therein) that are party to the
agreement from time to time (incorporated by reference from Exhibit 10.2 to
the Companys Current Report on Form 8-K filed on November 14, 2008).
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Exhibit No.
    
    Description of Document10.68
    
    
    Investor Rights Agreement, dated as of September 30, 2008, by and between
Las Vegas Sands Corp. and the Investor named therein (incorporated by
reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008 and filed on November 10, 2008).10.69
    
    
    Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and
Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.47 to the
Companys Registration Statement on Form S-1 (Reg. No. 333-118827) dated
September 3, 2004).10.70
    
    
    Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between
Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands
Expo and Convention Center (incorporated by reference from Exhibit 10.49 to
the Companys Amendment No. 2 to Registration Statement on Form S-1 (Reg.
No. 333-118827) dated November 22, 2004).10.71
    
    
    First Amendment to Venetian Hotel Service Agreement, dated as of June 28,
2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada,
Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from
Exhibit 10.50 to the Companys Registration Statement on Form S-1 (Reg. No.
333-118827) dated September 3, 2004).10.72
    
    
    Tax Indemnification Agreement, dated as of December 17, 2004, by and among
Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named
therein (incorporated by reference from Exhibit 10.56 to the Companys
Current Report on Form 8-K filed on April 4, 2005).10.73
    
    
    Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective
as of January 1, 2009, between Las Vegas Sands Corp. and Interface
Operations, LLC (incorporated by reference from Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 and filed on November 9, 2009).10.74
    
    
    Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective
as of January 1, 2009, between Interface Operations, LLC and Las Vegas Sands
Corp. (incorporated by reference from Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and
filed on November 9, 2009).10.75
    
    
    Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective
as of January 1, 2009, between Las Vegas Sands Corp. and Interface
Operations, LLC (incorporated by reference from Exhibit 10.4 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 and filed on November 9, 2009).10.76
    
    
    Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective
as of January 1, 2009, between Interface Operations, LLC and Las Vegas Sands
Corp. (incorporated by reference from Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and
filed on November 9, 2009).10.77
    
    
    Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective
as of January 1, 2009, between Interface Operations Bermuda, LTD and Las
Vegas Sands Corp. (incorporated by reference from Exhibit 10.6 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 and filed on November 9, 2009).
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##### Table of Contents



Exhibit No.
    
    Description of Document10.78
    
    
    Amended Aircraft Interchange Agreement, dated as of May 23, 2007, by and
between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by
reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 and filed on August 9, 2007).10.79
    
    
    Aircraft Time Share Agreement, dated as of May 23, 2007, by and between
Interface Operations LLC and Las Vegas Sands Corp. (incorporated by
reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 and filed on August 9, 2007).10.80
    
    
    Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between
Interface Operations LLC and Las Vegas Sands Corp. (incorporated by
reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
for the quarter ended September 30, 2005 and filed November 14, 2005).10.81
    
    
    Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between
Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by
reference from Exhibit 10.48 to the Companys Amendment No. 1 to
Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25,
2004).10.82
    *
    
    Form of
Restricted Stock Award Agreement under the 2004 Equity Award Plan.21.1
    *
    
    Subsidiaries of Las Vegas Sands Corp.23.1
    *
    
    Consent of PricewaterhouseCoopers LLP.31.1
    *
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    *
    
    Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    *
    
    Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.
    
    Confidential treatment has been requested and granted with respect to portions of this
exhibit, and such confidential portions have been deleted and replaced with ** and filed
separately with the Securities and Exchange Commission pursuant to Rule 406 under the
Securities Act of 1933.  140




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##### Table of Contents



SIGNATURES
  February 28, 2011
    
    LAS VEGAS SANDS CORP./s/ Sheldon G. Adelson

Sheldon G. Adelson,Chairman of the Board andChief Executive Officer
  Signature
    
    Title
    
    Date/s/ Sheldon G. Adelson

Sheldon G. Adelson
    
    Chairman of the Board, Chief Executive Officer
and Director
    
    February 28, 2011/s/ Michael A. Leven

Michael A. Leven
    
    President, Chief Operating Officer and Director
    
    February 28, 2011/s/ Jason N. Ader

Jason N. Ader
    
    Director
    
    February 28, 2011/s/ Charles D. Forman

Charles D. Forman
    
    Director
    
    February 28, 2011/s/ Irwin Chafetz

Irwin Chafetz
    
    Director
    
    February 28, 2011/s/ George P. Koo

George P. Koo
    
    Director
    
    February 28, 2011/s/ Jeffrey H. Schwartz

Jeffrey H. Schwartz
    
    Director
    
    February 28, 2011/s/ Irwin A. Siegel

Irwin A. Siegel
    
    Director
    
    February 28, 2011/s/ Kenneth J. Kay

Kenneth J. Kay
    
    Executive Vice President and Chief Financial
Officer
    
    February 28, 2011/s/ Michael A. Quartieri

Michael A. Quartieri
    
    Chief Accounting Officer and Global Controller
    
    February 28, 2011
  141