##### Table of Contents



UNITED STATES SECURITIES & EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 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.
  Nevada
    
    27-0099920(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3355 Las Vegas Boulevard South
    
    89109Las Vegas, Nevada
    
    (Zip Code)(Address of principal executive offices)
 (702) 414-1000  (Registrants telephone number, including area code)
 þ o
 o o
  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
  LAS VEGAS SANDS CORP.
 Class
    
    Outstanding as of November 2, 2009Common Stock ($0.001 par value)
    
    660,309,999 shares




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##### 



LAS VEGAS SANDS CORP.
 Table of Contents
 PART IFINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)Condensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Equity and Comprehensive Loss for the Nine Months Ended September 30, 2009 and the Year Ended December 31, 2008
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    32Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    51Item 4.
    
    Controls and Procedures
    
    
    52PART IIOTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    52Item 1A.
    
    Risk Factors
    
    
    52Item 5.
    
    Other Matters
    
    
    53Item 6.
    
    Exhibits
    
    
    54Signatures
    
    
    
    
    55EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-10.7EX-10.8EX-10.9EX-10.10EX-10.11EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



ITEM 1  FINANCIAL STATEMENTS
 LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2009
    
    
    2008(In thousands, except share data)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,091,845
    
    
    $
    3,038,163Restricted cash
    
    
    229,091
    
    
    
    194,816Accounts receivable, net
    
    
    375,201
    
    
    
    384,819Inventories
    
    
    26,153
    
    
    
    28,837Deferred income taxes, net
    
    
    23,005
    
    
    
    22,971Prepaid expenses and other
    
    
    32,962
    
    
    
    71,670Total current assets
    
    
    3,778,257
    
    
    
    3,741,276Property and equipment, net
    
    
    12,956,106
    
    
    
    11,868,228Deferred financing costs, net
    
    
    175,865
    
    
    
    158,776Deferred income taxes, net
    
    
    24,443
    
    
    
    44,189Leasehold interests in land, net
    
    
    1,107,830
    
    
    
    1,099,938Other assets, net
    
    
    230,557
    
    
    
    231,706Total assets
    
    $
    18,273,058
    
    
    $
    17,144,113LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    78,672
    
    
    $
    71,035Construction payables
    
    
    784,421
    
    
    
    736,713Accrued interest payable
    
    
    11,831
    
    
    
    14,750Other accrued liabilities
    
    
    690,751
    
    
    
    593,295Current maturities of long-term debt
    
    
    159,921
    
    
    
    114,623Total current liabilities
    
    
    1,725,596
    
    
    
    1,530,416Other long-term liabilities
    
    
    76,878
    
    
    
    61,677Deferred proceeds from sale of The Shoppes at The Palazzo
    
    
    243,928
    
    
    
    243,928Deferred gain on sale of The Grand Canal Shoppes
    
    
    55,138
    
    
    
    57,736Deferred rent from mall transactions
    
    
    149,498
    
    
    
    150,771Long-term debt
    
    
    11,604,476
    
    
    
    10,356,115Total liabilities
    
    
    13,855,514
    
    
    
    12,400,643Preferred 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 4)
    
    
    387,697
    
    
    
    318,289Commitments and contingencies (Note 8)Equity:Preferred stock, $0.001 par value, 50,000,000 shares
authorized, 4,089,999 and 5,196,300 shares issued and
outstanding with warrants to purchase up to 68,166,786
and 86,605,173 shares of common stock
    
    
    234,607
    
    
    
    298,066Common stock, $0.001 par value, 1,000,000,000 shares
authorized, 660,309,999 and 641,839,018 shares issued
and outstanding
    
    
    660
    
    
    
    642Treasury stock, at cost, 2,253 shares
    
    
    (13
    )
    
    
    Capital in excess of par value
    
    
    3,185,414
    
    
    
    3,090,292Accumulated other comprehensive income
    
    
    25,992
    
    
    
    17,554Retained earnings
    
    
    587,747
    
    
    
    1,015,554Total Las Vegas Sands Corp. stockholders equity
    
    
    4,034,407
    
    
    
    4,422,108Noncontrolling interest
    
    
    (4,560
    )
    
    
    3,073Total equity
    
    
    4,029,847
    
    
    
    4,425,181Total liabilities and equity
    
    $
    18,273,058
    
    
    $
    17,144,113
  3




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands, except share and per share data)(Unaudited)Revenues:Casino
    
    $
    908,255
    
    
    $
    805,258
    
    
    $
    2,504,233
    
    
    $
    2,404,973Rooms
    
    
    155,673
    
    
    
    188,794
    
    
    
    492,030
    
    
    
    575,172Food and beverage
    
    
    74,457
    
    
    
    91,025
    
    
    
    248,852
    
    
    
    272,315Convention, retail and other
    
    
    95,604
    
    
    
    123,233
    
    
    
    304,976
    
    
    
    290,7911,233,989
    
    
    
    1,208,310
    
    
    
    3,550,091
    
    
    
    3,543,251Less-promotional allowances
    
    
    (92,845
    )
    
    
    (102,876
    )
    
    
    (271,185
    )
    
    
    (246,680
    )Net revenues
    
    
    1,141,144
    
    
    
    1,105,434
    
    
    
    3,278,906
    
    
    
    3,296,571Operating expenses:Casino
    
    
    598,934
    
    
    
    580,755
    
    
    
    1,680,307
    
    
    
    1,639,849Rooms
    
    
    28,096
    
    
    
    36,436
    
    
    
    93,387
    
    
    
    116,663Food and beverage
    
    
    37,384
    
    
    
    46,035
    
    
    
    124,845
    
    
    
    136,578Convention, retail and other
    
    
    56,349
    
    
    
    69,013
    
    
    
    178,826
    
    
    
    164,622Provision for doubtful accounts
    
    
    29,272
    
    
    
    8,859
    
    
    
    70,989
    
    
    
    22,960General and administrative
    
    
    127,189
    
    
    
    130,192
    
    
    
    372,292
    
    
    
    421,051Corporate expense
    
    
    17,519
    
    
    
    23,390
    
    
    
    105,250
    
    
    
    82,529Rental expense
    
    
    6,691
    
    
    
    8,437
    
    
    
    22,497
    
    
    
    25,573Pre-opening expense
    
    
    28,855
    
    
    
    40,777
    
    
    
    115,619
    
    
    
    105,470Development expense
    
    
    80
    
    
    
    1,153
    
    
    
    344
    
    
    
    11,504Depreciation and amortization
    
    
    148,677
    
    
    
    132,239
    
    
    
    431,559
    
    
    
    364,753Impairment loss
    
    
    
    
    
    
    
    
    
    
    151,175
    
    
    
    (Gain) loss on disposal of assets
    
    
    (284
    )
    
    
    (47
    )
    
    
    4,500
    
    
    
    6,9771,078,762
    
    
    
    1,077,239
    
    
    
    3,351,590
    
    
    
    3,098,529Operating income (loss)
    
    
    62,382
    
    
    
    28,195
    
    
    
    (72,684
    )
    
    
    198,042Other income (expense):Interest income
    
    
    1,599
    
    
    
    3,215
    
    
    
    9,840
    
    
    
    11,813Interest expense, net of amounts capitalized
    
    
    (88,514
    )
    
    
    (90,535
    )
    
    
    (224,503
    )
    
    
    (293,709
    )Other income (expense)
    
    
    (1,564
    )
    
    
    7,209
    
    
    
    (6,534
    )
    
    
    11,624Loss on modification or early retirement of debt
    
    
    (204
    )
    
    
    
    
    
    
    (204
    )
    
    
    (4,022
    )Loss before income taxes
    
    
    (26,301
    )
    
    
    (51,916
    )
    
    
    (294,085
    )
    
    
    (76,252
    )Income tax benefit (expense)
    
    
    (54,316
    )
    
    
    19,425
    
    
    
    (641
    )
    
    
    19,533Net loss
    
    
    (80,617
    )
    
    
    (32,491
    )
    
    
    (294,726
    )
    
    
    (56,719
    )Noncontrolling interest
    
    
    4,111
    
    
    
    283
    
    
    
    7,674
    
    
    
    4,481Net loss attributable to Las Vegas Sands Corp.
    
    
    (76,506
    )
    
    
    (32,208
    )
    
    
    (287,052
    )
    
    
    (52,238
    )Preferred stock dividends
    
    
    (23,350
    )
    
    
    
    
    
    
    (69,676
    )
    
    
    Accretion to redemption value of preferred stock
issued to Principal Stockholders family
    
    
    (23,136
    )
    
    
    
    
    
    
    (69,408
    )
    
    
    Net loss attributable to common stockholders
    
    $
    (122,992
    )
    
    $
    (32,208
    )
    
    $
    (426,136
    )
    
    $
    (52,238
    )Basic and diluted loss per share
    
    $
    (0.19
    )
    
    $
    (0.09
    )
    
    $
    (0.65
    )
    
    $
    (0.15
    )Basic and diluted weighted average shares outstanding
    
    
    660,245,590
    
    
    
    355,393,259
    
    
    
    655,687,503
    
    
    
    355,344,306
  4




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Equity and Comprehensive Loss
 Las Vegas Sands Corp. Stockholders EquityAccumulatedOtherCapital in
    
    
    ComprehensivePreferred
    
    
    Common
    
    
    Treasury
    
    
    Excess of
    
    
    Income
    
    
    Retained
    
    
    NoncontrollingStock
    
    
    Stock
    
    
    Stock
    
    
    Par Value
    
    
    (Loss)
    
    
    Earnings
    
    
    Interest
    
    
    Total(In thousands)(Unaudited)Balance at January 1, 2008
    
    $
    
    
    
    $
    355
    
    
    $
    
    
    
    $
    1,064,878
    
    
    $
    (2,493
    )
    
    $
    1,197,534
    
    
    $
    4,926
    
    
    $
    2,265,200Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (163,558
    )
    
    
    (4,767
    )
    
    
    (168,325
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,047
    
    
    
    
    
    
    
    
    
    
    
    20,047Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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 interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (287,052
    )
    
    
    (7,674
    )
    
    
    (294,726
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,438
    
    
    
    
    
    
    
    
    
    
    
    8,438Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (286,288
    )Tax shortfall from stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,275
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,275
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,475
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,475Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Warrants exercised and settled
with preferred stock
    
    
    (63,459
    )
    
    
    18
    
    
    
    
    
    
    
    63,441
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution from
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    41Deemed contribution from
Principal Stockholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    481
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    481Dividends declared, net of
amounts previously accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64,493
    )
    
    
    
    
    
    
    (64,493
    )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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,408
    )
    
    
    
    
    
    
    (69,408
    )Balance at September 30, 2009
    
    $
    234,607
    
    
    $
    660
    
    
    $
    (13
    )
    
    $
    3,185,414
    
    
    $
    25,992
    
    
    $
    587,747
    
    
    $
    (4,560
    )
    
    $
    4,029,847
  5




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 Nine Months EndedSeptember 30,2009
    
    
    2008(In thousands)(Unaudited)Cash flows from operating activities:Net loss
    
    $
    (294,726
    )
    
    $
    (56,719
    )Adjustments to reconcile net loss to net cash generated from operating activities:Depreciation and amortization
    
    
    431,559
    
    
    
    364,753Amortization of leasehold interests in land included in rental expense
    
    
    19,621
    
    
    
    19,982Amortization of deferred financing costs and original issue discount
    
    
    21,794
    
    
    
    24,236Amortization of deferred gain and rent
    
    
    (3,871
    )
    
    
    (3,792
    )Deferred rent from mall transactions
    
    
    
    
    
    
    48,843Loss on modification or early retirement of debt
    
    
    204
    
    
    
    4,022Impairment and loss on disposal of assets
    
    
    155,675
    
    
    
    6,977Stock-based compensation expense
    
    
    32,914
    
    
    
    39,219Provision for doubtful accounts
    
    
    70,989
    
    
    
    22,960Foreign exchange gain
    
    
    (238
    )
    
    
    (20,432
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    (1,626
    )Deferred income taxes
    
    
    15,438
    
    
    
    (47,629
    )Non-cash contribution from Principal Stockholder included in corporate expense
    
    
    481
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (60,810
    )
    
    
    (168,161
    )Inventories
    
    
    2,685
    
    
    
    (7,339
    )Prepaid expenses and other
    
    
    40,201
    
    
    
    (63,783
    )Leasehold interests in land
    
    
    (16,094
    )
    
    
    (19,060
    )Accounts payable
    
    
    7,483
    
    
    
    (2,883
    )Accrued interest payable
    
    
    (2,881
    )
    
    
    1,802Other accrued liabilities
    
    
    111,995
    
    
    
    75,773Net cash generated from operating activities
    
    
    532,419
    
    
    
    217,143Cash flows from investing activities:Capital expenditures
    
    
    (1,539,078
    )
    
    
    (2,908,396
    )Change in restricted cash
    
    
    (35,394
    )
    
    
    174,297Proceeds from disposal of property and equipment
    
    
    3,894
    
    
    
    Net cash used in investing activities
    
    
    (1,570,578
    )
    
    
    (2,734,099
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    
    
    
    
    6,833Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    1,626Proceeds from convertible senior notes from related party
    
    
    
    
    
    
    475,000Dividends paid to preferred stockholders
    
    
    (71,347
    )
    
    
    Purchase of treasury stock
    
    
    (13
    )
    
    
    Proceeds from long-term debt (Note 3)
    
    
    1,434,874
    
    
    
    4,002,320Repayments on long-term debt (Note 3)
    
    
    (227,325
    )
    
    
    (1,713,098
    )Proceeds from the sale of The Shoppes at The Palazzo
    
    
    
    
    
    
    243,928Contribution from noncontrolling interest
    
    
    41
    
    
    
    Payments of deferred financing costs
    
    
    (44,759
    )
    
    
    (92,547
    )Net cash generated from financing activities
    
    
    1,091,471
    
    
    
    2,924,062Effect of exchange rate on cash
    
    
    370
    
    
    
    11,719Increase in cash and cash equivalents
    
    
    53,682
    
    
    
    418,825Cash and cash equivalents at beginning of period
    
    
    3,038,163
    
    
    
    857,150Cash and cash equivalents at end of period
    
    $
    3,091,845
    
    
    $
    1,275,975Supplemental disclosure of cash flow information:Cash payments for interest, net of amounts capitalized
    
    $
    205,167
    
    
    $
    267,633Cash payments for taxes, net of refunds
    
    $
    (69,604
    )
    
    $
    290Changes in construction payables
    
    $
    47,708
    
    
    $
    116,301Non-cash investing and financing activities:Capitalized stock-based compensation costs
    
    $
    2,561
    
    
    $
    4,194Property and equipment acquired under capital lease
    
    $
    25,567
    
    
    $
    Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholders family
    
    $
    6,854
    
    
    $
    Accretion to redemption value of preferred stock issued to Principal Stockholders family
    
    $
    69,408
    
    
    $
    Warrants exercised and settled through tendering of preferred stock
    
    $
    63,459
    
    
    $
    
  6




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 1  ORGANIZATION AND BUSINESS OF COMPANY
 Overview
   Operations
 Las Vegas
  Pennsylvania
   7




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    (CONTINUED)
 Macau
  tm
 tm tm
 Development Projects
  United States Development Project
 St. Regis Residences
  Macau Development Projects
  8




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
      9




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
  Singapore Development Project
  Hengqin Island Development Project
  Other Development Projects
  Development Financing Strategy
   10




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
    Recent Accounting Pronouncements
   11




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
       NOTE 2  PROPERTY AND EQUIPMENT, NET
  September 30,
    
    
    December 31,2009
    
    
    2008Land and improvements
    
    $
    353,801
    
    
    $
    341,927Building and improvements
    
    
    6,842,633
    
    
    
    6,309,494Furniture, fixtures, equipment and leasehold improvements
    
    
    1,688,022
    
    
    
    1,547,261Transportation
    
    
    403,137
    
    
    
    322,194Construction in progress
    
    
    5,186,588
    
    
    
    4,438,21614,474,181
    
    
    
    12,959,092Less  accumulated depreciation and amortization
    
    
    (1,518,075
    )
    
    
    (1,090,864
    )$
    12,956,106
    
    
    $
    11,868,228
 12




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
  September 30,
    
    
    December 31,2009
    
    
    2008Marina Bay Sands
    
    $
    2,589,580
    
    
    $
    1,422,795Other Macau Development Projects (principally Cotai Strip parcels 5 and 6)
    
    
    1,923,301
    
    
    
    1,917,547Four Seasons Macao
    
    
    364,005
    
    
    
    255,373Sands Bethlehem
    
    
    90,893
    
    
    
    413,563The Palazzo and The Shoppes at The Palazzo
    
    
    16,589
    
    
    
    166,450Other
    
    
    202,220
    
    
    
    262,488$
    5,186,588
    
    
    $
    4,438,216
      13




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 NOTE 3  LONG-TERM DEBT
  September 30,
    
    
    December 31,2009
    
    
    2008Corporate and U.S. Related:Senior Secured Credit Facility  Term B
    
    $
    2,932,500
    
    
    $
    2,955,000Senior Secured Credit Facility  Delayed Draw I
    
    
    592,500
    
    
    
    597,000Senior Secured Credit Facility  Delayed Draw II
    
    
    397,000
    
    
    
    400,000Senior Secured Credit Facility  Revolving
    
    
    775,860
    
    
    
    775,8606.375% Senior Notes
    
    
    248,779
    
    
    
    248,608FF&E Facility
    
    
    116,900
    
    
    
    141,950Airplane Financings
    
    
    83,031
    
    
    
    85,797HVAC Equipment Lease
    
    
    25,146
    
    
    
    Other
    
    
    5,005
    
    
    
    5,765Macau Related:Macau Credit Facility  Term B
    
    
    1,791,000
    
    
    
    1,800,000Macau Credit Facility  Term B Delayed
    
    
    696,500
    
    
    
    700,000Macau Credit Facility  Revolving
    
    
    570,299
    
    
    
    695,299Macau Credit Facility  Local Term
    
    
    88,018
    
    
    
    100,589Exchangeable Bonds
    
    
    600,000
    
    
    
    Ferry Financing
    
    
    228,458
    
    
    
    218,564Other
    
    
    11,023
    
    
    
    11,054Singapore Related:Singapore Permanent Facility  A and B
    
    
    2,602,378
    
    
    
    1,735,25211,764,397
    
    
    
    10,470,738Less  current maturities
    
    
    (159,921
    )
    
    
    (114,623
    )Total long-term debt
    
    $
    11,604,476
    
    
    $
    10,356,115
 Corporate and U.S. Related Debt
 Senior Secured Credit Facility
   HVAC Equipment Lease
  Macau Related Debt
 Macau Credit Facility
   14




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
  Exchangeable Bonds
    Ferry Financing
  Singapore Related Debt
 Singapore Permanent Facilities
  Cash Flows from Financing Activities
  Nine Months EndedSeptember 30,2009
    
    
    2008Proceeds from Singapore Permanent Facilities
    
    $
    824,986
    
    
    $
    1,558,091Proceeds from Senior Secured Credit Facility
    
    
    
    
    
    
    1,675,860Proceeds from Macau Credit Facility
    
    
    
    
    
    
    442,732Proceeds from Exchangeable Bonds
    
    
    600,000
    
    
    
    Proceeds from Ferry Financing
    
    
    9,888
    
    
    
    176,739Proceeds from FF&E Facility and Other Long-Term Debt
    
    
    
    
    
    
    148,898$
    1,434,874
    
    
    $
    4,002,320Repayments on Macau Credit Facility
    
    $
    (150,074
    )
    
    $
    Repayments on Senior Secured Credit Facility
    
    
    (30,000
    )
    
    
    (324,000
    )Repayments on Singapore Permanent Facilities
    
    
    (18,223
    )
    
    
    Repayments on Singapore Bridge Facility
    
    
    
    
    
    
    (1,329,737
    )Repayments on FF&E Facility and Other Long-Term Debt
    
    
    (25,841
    )
    
    
    (56,596
    )Repayments on Airplane Financings
    
    
    (2,766
    )
    
    
    (2,765
    )Repayments on HVAC Equipment Lease
    
    
    (421
    )
    
    
    $
    (227,325
    )
    
    $
    (1,713,098
    )
 15




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Fair Value of Long-Term Debt
  NOTE 4  EQUITY AND LOSS PER SHARE
 Preferred Stock and Warrants
  Preferred StockDividends Paid to
    
    
    Preferred StockBoard of Directors
    
    
    
    Principal
    
    
    Dividends Paid to
    
    
    Total Preferred 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
    
    
    
    23,350$
    71,347October 30, 2009
    
    November 16, 2009
    
    $
    13,125
    
    
    $
    10,225
    
    
    $
    23,350
   Treasury Stock
  Accumulated Other Comprehensive Income and Comprehensive Loss
  16




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Other Equity Transactions
  Loss Per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted-average common shares outstanding (used in the
calculation of basic loss per share)
    
    
    660,245,590
    
    
    
    355,393,259
    
    
    
    655,687,503
    
    
    
    355,344,306Potential dilution from stock options, restricted stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average common and common equivalent shares (used in the
calculation of diluted loss per share)
    
    
    660,245,590
    
    
    
    355,393,259
    
    
    
    655,687,503
    
    
    
    355,344,306Antidilutive stock options, restricted stock and warrants excluded
from the calculation of diluted loss per share
    
    
    170,653,596
    
    
    
    10,580,996
    
    
    
    170,653,596
    
    
    
    10,580,996
 NOTE 5  INCOME TAXES
       17




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 NOTE 6  STOCK-BASED EMPLOYEE COMPENSATION
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Compensation expense:Stock options
    
    $
    12,062
    
    
    $
    14,586
    
    
    $
    32,132
    
    
    $
    36,999Restricted shares
    
    
    (53
    )
    
    
    800
    
    
    
    782
    
    
    
    2,220$
    12,009
    
    
    $
    15,386
    
    
    $
    32,914
    
    
    $
    39,219Compensation cost capitalized as part of property and equipment
    
    $
    937
    
    
    $
    1,623
    
    
    $
    2,561
    
    
    $
    4,194Stock options granted
    
    
    1,194
    
    
    
    288
    
    
    
    8,242
    
    
    
    4,443Weighted average grant date fair value
    
    $
    6.41
    
    
    $
    18.49
    
    
    $
    3.02
    
    
    $
    29.82Restricted shares granted
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    27Weighted average grant date fair value
    
    $
    
    
    
    $
    
    
    
    $
    7.38
    
    
    $
    71.67
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Weighted average volatility
    
    
    79.57
    %
    
    
    35.85
    %
    
    
    75.45
    %
    
    
    35.85
    %Expected term (in years)
    
    
    5.7
    
    
    
    6.7
    
    
    
    5.1
    
    
    
    6.3Risk-free rate
    
    
    3.14
    %
    
    
    2.96
    %
    
    
    2.72
    %
    
    
    2.96
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 NOTE 7  FAIR VALUE MEASUREMENTS
   Total Carrying
    
    Fair Value Measurements as of September 30, 2009 Using:Value as of
    
    Quoted Market
    
    Significant Other
    
    SignificantSeptember 30,
    
    Prices in Active
    
    Observable Inputs
    
    Unobservable Inputs2009
    
    Markets (Level 1)
    
    (Level 2)
    
    (Level 3)Cash equivalents(1)
    
    $
    2,097,319
    
    
    $
    2,097,319
    
    
    $
    
    
    
    $
    Interest rate caps(2)
    
    $
    3,596
    
    
    $
    
    
    
    $
    3,596
    
    
    $
    
 
 (1)
    
    The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.(2)
    
    The Company has 22 interest rate cap agreements with an aggregate fair value of approximately $3.6 million, based on
quoted market values from the institutions holding the agreements as of September 30, 2009. NOTE 8  COMMITMENTS AND CONTINGENCIES
 Litigation Matters
  18




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 The Palazzo Construction Litigation
  Litigation Relating to Macau Operations
    19




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
    Stockholder Derivative Litigation
   China Matters
  20




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
  Singapore Development Project
  Other Agreements
  NOTE 9  SEGMENT INFORMATION
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net RevenuesMacau:The Venetian Macao
    
    $
    493,579
    
    
    $
    522,409
    
    
    $
    1,420,445
    
    
    $
    1,471,823Sands Macao
    
    
    280,794
    
    
    
    248,444
    
    
    
    739,404
    
    
    
    784,943Four Seasons Macao
    
    
    67,052
    
    
    
    20,303
    
    
    
    162,743
    
    
    
    20,303Other Asia
    
    
    8,630
    
    
    
    6,313
    
    
    
    24,008
    
    
    
    11,560United States:Las Vegas Operating Properties
    
    
    228,095
    
    
    
    307,965
    
    
    
    836,601
    
    
    
    1,007,942Sands Bethlehem
    
    
    62,994
    
    
    
    
    
    
    
    95,705
    
    
    
    Total net revenues
    
    $
    1,141,144
    
    
    $
    1,105,434
    
    
    $
    3,278,906
    
    
    $
    3,296,571
 21




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Adjusted
Property EBITDAR(1)Macau:The Venetian Macao
    
    $
    150,389
    
    
    $
    135,737
    
    
    $
    381,849
    
    
    $
    386,227Sands Macao
    
    
    77,115
    
    
    
    42,591
    
    
    
    188,522
    
    
    
    162,283Four Seasons Macao
    
    
    10,152
    
    
    
    2,963
    
    
    
    20,083
    
    
    
    2,963Other Asia
    
    
    (8,088
    )
    
    
    (10,848
    )
    
    
    (23,989
    )
    
    
    (34,086
    )United States:Las Vegas Operating Properties
    
    
    34,452
    
    
    
    73,316
    
    
    
    202,336
    
    
    
    302,497Sands Bethlehem
    
    
    8,323
    
    
    
    
    
    
    
    11,160
    
    
    
    Total
adjusted property EBITDAR
    
    
    272,343
    
    
    
    243,759
    
    
    
    779,961
    
    
    
    819,884Other Operating ExpensesStock-based compensation expense
    
    
    (8,423
    )
    
    
    (9,615
    )
    
    
    (21,701
    )
    
    
    (25,036
    )Corporate expense
    
    
    (17,519
    )
    
    
    (23,390
    )
    
    
    (105,250
    )
    
    
    (82,529
    )Rental expense
    
    
    (6,691
    )
    
    
    (8,437
    )
    
    
    (22,497
    )
    
    
    (25,573
    )Pre-opening expense
    
    
    (28,855
    )
    
    
    (40,777
    )
    
    
    (115,619
    )
    
    
    (105,470
    )Development expense
    
    
    (80
    )
    
    
    (1,153
    )
    
    
    (344
    )
    
    
    (11,504
    )Depreciation and amortization
    
    
    (148,677
    )
    
    
    (132,239
    )
    
    
    (431,559
    )
    
    
    (364,753
    )Impairment loss
    
    
    
    
    
    
    
    
    
    
    (151,175
    )
    
    
    Gain (loss) on disposal of assets
    
    
    284
    
    
    
    47
    
    
    
    (4,500
    )
    
    
    (6,977
    )Operating income (loss)
    
    
    62,382
    
    
    
    28,195
    
    
    
    (72,684
    )
    
    
    198,042Other Non-Operating Costs and ExpensesInterest income
    
    
    1,599
    
    
    
    3,215
    
    
    
    9,840
    
    
    
    11,813Interest expense, net of amounts capitalized
    
    
    (88,514
    )
    
    
    (90,535
    )
    
    
    (224,503
    )
    
    
    (293,709
    )Other income (expense)
    
    
    (1,564
    )
    
    
    7,209
    
    
    
    (6,534
    )
    
    
    11,624Loss on modification or early retirement of debt
    
    
    (204
    )
    
    
    
    
    
    
    (204
    )
    
    
    (4,022
    )Income tax benefit (expense)
    
    
    (54,316
    )
    
    
    19,425
    
    
    
    (641
    )
    
    
    19,533Noncontrolling interest
    
    
    4,111
    
    
    
    283
    
    
    
    7,674
    
    
    
    4,481Net loss attributable to Las Vegas Sands Corp.
    
    $
    (76,506
    )
    
    $
    (32,208
    )
    
    $
    (287,052
    )
    
    $
    (52,238
    )
 
 (1)
    
    Adjusted property EBITDAR is net loss attributable to Las Vegas Sands
Corp. before interest, income taxes, depreciation and
amortization, pre-opening expense, development expense, other
income (expense), loss on modification or early retirement of
debt, gain (loss) on disposal of assets, impairment loss, rental
expense, corporate expense, stock-based compensation expense and
noncontrolling interest. Adjusted property EBITDAR 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. Nine Months EndedSeptember 30,2009
    
    
    2008Capital ExpendituresCorporate and Other
    
    $
    31,527
    
    
    $
    68,608Macau:The Venetian Macao
    
    
    12,700
    
    
    
    109,114Sands Macao
    
    
    5,556
    
    
    
    30,192Four Seasons Macao
    
    
    206,546
    
    
    
    471,955Other Asia
    
    
    23,696
    
    
    
    58,021Other Development Projects
    
    
    70,084
    
    
    
    851,929United States:Las Vegas Operating Properties
    
    
    58,065
    
    
    
    543,162Sands Bethlehem
    
    
    212,529
    
    
    
    200,652Singapore
    
    
    918,375
    
    
    
    574,763Total capital expenditures
    
    $
    1,539,078
    
    
    $
    2,908,396
 22




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 September 30,
    
    
    December 31,2009
    
    
    2008Total AssetsCorporate and Other
    
    $
    407,603
    
    
    $
    707,276Macau:The Venetian Macao
    
    
    2,883,920
    
    
    
    3,060,279Sands Macao
    
    
    550,271
    
    
    
    592,998Four Seasons Macao
    
    
    1,134,242
    
    
    
    973,892Other Asia
    
    
    348,084
    
    
    
    347,359Other Development Projects
    
    
    2,132,496
    
    
    
    2,015,386United States:Las Vegas Operating Properties
    
    
    6,552,572
    
    
    
    6,562,124Sands Bethlehem
    
    
    725,648
    
    
    
    475,256Singapore
    
    
    3,538,222
    
    
    
    2,409,543Total assets
    
    $
    18,273,058
    
    
    $
    17,144,113
 NOTE 10  CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
  23




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Balance Sheets
September 30, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalCash and cash equivalents
    
    $
    314
    
    
    $
    2,653,145
    
    
    $
    438,386
    
    
    $
    
    
    
    $
    3,091,845Restricted cash
    
    
    
    
    
    
    6,936
    
    
    
    222,155
    
    
    
    
    
    
    
    229,091Intercompany receivables
    
    
    9,825
    
    
    
    793,667
    
    
    
    
    
    
    
    (803,492
    )
    
    
    Accounts receivable, net
    
    
    1,450
    
    
    
    119,714
    
    
    
    255,744
    
    
    
    (1,707
    )
    
    
    375,201Inventories
    
    
    1,897
    
    
    
    11,388
    
    
    
    12,868
    
    
    
    
    
    
    
    26,153Deferred income taxes, net
    
    
    
    
    
    
    26,814
    
    
    
    826
    
    
    
    (4,635
    )
    
    
    23,005Prepaid expenses and other
    
    
    6,896
    
    
    
    6,135
    
    
    
    20,495
    
    
    
    (564
    )
    
    
    32,962Total current assets
    
    
    20,382
    
    
    
    3,617,799
    
    
    
    950,474
    
    
    
    (810,398
    )
    
    
    3,778,257Property and equipment, net
    
    
    143,427
    
    
    
    3,846,095
    
    
    
    8,966,584
    
    
    
    
    
    
    
    12,956,106Investments in subsidiaries
    
    
    4,624,964
    
    
    
    2,028,705
    
    
    
    
    
    
    
    (6,653,669
    )
    
    
    Deferred financing costs, net
    
    
    1,143
    
    
    
    41,088
    
    
    
    133,634
    
    
    
    
    
    
    
    175,865Intercompany receivables
    
    
    37,494
    
    
    
    64,046
    
    
    
    
    
    
    
    (101,540
    )
    
    
    Intercompany notes receivable
    
    
    115,123
    
    
    
    515,847
    
    
    
    
    
    
    
    (630,970
    )
    
    
    Deferred income taxes, net
    
    
    41,456
    
    
    
    
    
    
    
    199
    
    
    
    (17,212
    )
    
    
    24,443Leasehold interests in land, net
    
    
    
    
    
    
    
    
    
    
    1,107,830
    
    
    
    
    
    
    
    1,107,830Other assets, net
    
    
    2,517
    
    
    
    29,552
    
    
    
    198,488
    
    
    
    
    
    
    
    230,557Total assets
    
    $
    4,986,506
    
    
    $
    10,143,132
    
    
    $
    11,357,209
    
    
    $
    (8,213,789
    )
    
    $
    18,273,058Accounts payable
    
    $
    3,883
    
    
    $
    29,172
    
    
    $
    47,324
    
    
    $
    (1,707
    )
    
    $
    78,672Construction payables
    
    
    
    
    
    
    18,206
    
    
    
    766,215
    
    
    
    
    
    
    
    784,421Intercompany payables
    
    
    140,634
    
    
    
    
    
    
    
    662,858
    
    
    
    (803,492
    )
    
    
    Accrued interest payable
    
    
    2,094
    
    
    
    374
    
    
    
    9,363
    
    
    
    
    
    
    
    11,831Other accrued liabilities
    
    
    34,717
    
    
    
    154,353
    
    
    
    501,681
    
    
    
    
    
    
    
    690,751Income taxes payable
    
    
    
    
    
    
    
    
    
    
    564
    
    
    
    (564
    )
    
    
    Deferred income taxes
    
    
    4,635
    
    
    
    
    
    
    
    
    
    
    
    (4,635
    )
    
    
    Current maturities of long-term debt
    
    
    3,688
    
    
    
    66,771
    
    
    
    89,462
    
    
    
    
    
    
    
    159,921Total current liabilities
    
    
    189,651
    
    
    
    268,876
    
    
    
    2,077,467
    
    
    
    (810,398
    )
    
    
    1,725,596Other long-term liabilities
    
    
    46,628
    
    
    
    9,976
    
    
    
    20,274
    
    
    
    
    
    
    
    76,878Intercompany payables
    
    
    
    
    
    
    
    
    
    
    101,540
    
    
    
    (101,540
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    630,970
    
    
    
    (630,970
    )
    
    
    Deferred amounts related to mall transactions
    
    
    
    
    
    
    448,564
    
    
    
    
    
    
    
    
    
    
    
    448,564Deferred income taxes
    
    
    
    
    
    
    17,212
    
    
    
    
    
    
    
    (17,212
    )
    
    
    Long-term debt
    
    
    328,123
    
    
    
    4,773,135
    
    
    
    6,503,218
    
    
    
    
    
    
    
    11,604,476Total liabilities
    
    
    564,402
    
    
    
    5,517,763
    
    
    
    9,333,469
    
    
    
    (1,560,120
    )
    
    
    13,855,514Preferred stock issued to Principal Stockholders family
    
    
    387,697
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    387,697Total Las Vegas Sands Corp. stockholders equity
    
    
    4,034,407
    
    
    
    4,624,964
    
    
    
    2,028,705
    
    
    
    (6,653,669
    )
    
    
    4,034,407Noncontrolling interest
    
    
    
    
    
    
    405
    
    
    
    (4,965
    )
    
    
    
    
    
    
    (4,560
    )Total equity
    
    
    4,034,407
    
    
    
    4,625,369
    
    
    
    2,023,740
    
    
    
    (6,653,669
    )
    
    
    4,029,847Total liabilities and equity
    
    $
    4,986,506
    
    
    $
    10,143,132
    
    
    $
    11,357,209
    
    
    $
    (8,213,789
    )
    
    $
    18,273,058
 24




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Balance Sheets
December 31, 2008
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalCash and cash equivalents
    
    $
    294,563
    
    
    $
    2,286,825
    
    
    $
    456,775
    
    
    $
    
    
    
    $
    3,038,163Restricted cash
    
    
    
    
    
    
    6,225
    
    
    
    188,591
    
    
    
    
    
    
    
    194,816Intercompany receivables
    
    
    19,586
    
    
    
    16,683
    
    
    
    4,843
    
    
    
    (41,112
    )
    
    
    Accounts receivable, net
    
    
    1,168
    
    
    
    146,085
    
    
    
    242,270
    
    
    
    (4,704
    )
    
    
    384,819Inventories
    
    
    645
    
    
    
    14,776
    
    
    
    13,416
    
    
    
    
    
    
    
    28,837Deferred income taxes
    
    
    1,378
    
    
    
    21,446
    
    
    
    147
    
    
    
    
    
    
    
    22,971Prepaid expenses and other
    
    
    45,768
    
    
    
    4,577
    
    
    
    21,717
    
    
    
    (392
    )
    
    
    71,670Total current assets
    
    
    363,108
    
    
    
    2,496,617
    
    
    
    927,759
    
    
    
    (46,208
    )
    
    
    3,741,276Property and equipment, net
    
    
    148,543
    
    
    
    4,128,835
    
    
    
    7,590,850
    
    
    
    
    
    
    
    11,868,228Investments in subsidiaries
    
    
    4,105,980
    
    
    
    1,642,651
    
    
    
    
    
    
    
    (5,748,631
    )
    
    
    Deferred financing costs, net
    
    
    1,353
    
    
    
    47,441
    
    
    
    109,982
    
    
    
    
    
    
    
    158,776Intercompany receivables
    
    
    398,398
    
    
    
    1,296,988
    
    
    
    
    
    
    
    (1,695,386
    )
    
    
    Intercompany notes receivable
    
    
    94,310
    
    
    
    86,249
    
    
    
    
    
    
    
    (180,559
    )
    
    
    Deferred income taxes
    
    
    25,251
    
    
    
    18,722
    
    
    
    216
    
    
    
    
    
    
    
    44,189Leasehold interests in land, net
    
    
    
    
    
    
    
    
    
    
    1,099,938
    
    
    
    
    
    
    
    1,099,938Other assets, net
    
    
    3,677
    
    
    
    25,701
    
    
    
    202,328
    
    
    
    
    
    
    
    231,706Total assets
    
    $
    5,140,620
    
    
    $
    9,743,204
    
    
    $
    9,931,073
    
    
    $
    (7,670,784
    )
    
    $
    17,144,113Accounts payable
    
    $
    5,004
    
    
    $
    34,069
    
    
    $
    36,666
    
    
    $
    (4,704
    )
    
    $
    71,035Construction payables
    
    
    
    
    
    
    90,490
    
    
    
    646,223
    
    
    
    
    
    
    
    736,713Intercompany payables
    
    
    16,683
    
    
    
    4,843
    
    
    
    19,586
    
    
    
    (41,112
    )
    
    
    Accrued interest payable
    
    
    6,191
    
    
    
    758
    
    
    
    7,801
    
    
    
    
    
    
    
    14,750Other accrued liabilities
    
    
    4,943
    
    
    
    175,617
    
    
    
    412,735
    
    
    
    
    
    
    
    593,295Income taxes payable
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    (392
    )
    
    
    Current maturities of long-term debt
    
    
    3,688
    
    
    
    65,049
    
    
    
    45,886
    
    
    
    
    
    
    
    114,623Total current liabilities
    
    
    36,509
    
    
    
    370,826
    
    
    
    1,169,289
    
    
    
    (46,208
    )
    
    
    1,530,416Other long-term liabilities
    
    
    32,996
    
    
    
    8,798
    
    
    
    19,883
    
    
    
    
    
    
    
    61,677Intercompany payables
    
    
    
    
    
    
    
    
    
    
    1,695,386
    
    
    
    (1,695,386
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    180,559
    
    
    
    (180,559
    )
    
    
    Deferred amounts related to mall transactions
    
    
    
    
    
    
    452,435
    
    
    
    
    
    
    
    
    
    
    
    452,435Long-term debt
    
    
    330,718
    
    
    
    4,804,760
    
    
    
    5,220,637
    
    
    
    
    
    
    
    10,356,115Total liabilities
    
    
    400,223
    
    
    
    5,636,819
    
    
    
    8,285,754
    
    
    
    (1,922,153
    )
    
    
    12,400,643Preferred stock issued to Principal Stockholders family
    
    
    318,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318,289Total Las Vegas Sands Corp. stockholders equity
    
    
    4,422,108
    
    
    
    4,105,980
    
    
    
    1,642,651
    
    
    
    (5,748,631
    )
    
    
    4,422,108Noncontrolling interest
    
    
    
    
    
    
    405
    
    
    
    2,668
    
    
    
    
    
    
    
    3,073Total equity
    
    
    4,422,108
    
    
    
    4,106,385
    
    
    
    1,645,319
    
    
    
    (5,748,631
    )
    
    
    4,425,181Total liabilities and equity
    
    $
    5,140,620
    
    
    $
    9,743,204
    
    
    $
    9,931,073
    
    
    $
    (7,670,784
    )
    
    $
    17,144,113
 25




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Statements of Operations
For the Three Months Ended September 30, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    99,015
    
    
    $
    809,240
    
    
    $
    
    
    
    $
    908,255Rooms
    
    
    
    
    
    
    98,619
    
    
    
    57,054
    
    
    
    
    
    
    
    155,673Food and beverage
    
    
    
    
    
    
    29,209
    
    
    
    45,248
    
    
    
    
    
    
    
    74,457Convention, retail and other
    
    
    
    
    
    
    33,016
    
    
    
    67,922
    
    
    
    (5,334
    )
    
    
    95,604
    
    
    
    259,859
    
    
    
    979,464
    
    
    
    (5,334
    )
    
    
    1,233,989Less-promotional allowances
    
    
    (140
    )
    
    
    (40,751
    )
    
    
    (51,246
    )
    
    
    (708
    )
    
    
    (92,845
    )Net revenues
    
    
    (140
    )
    
    
    219,108
    
    
    
    928,218
    
    
    
    (6,042
    )
    
    
    1,141,144Operating expenses:Casino
    
    
    
    
    
    
    65,769
    
    
    
    533,854
    
    
    
    (689
    )
    
    
    598,934Rooms
    
    
    
    
    
    
    22,284
    
    
    
    5,812
    
    
    
    
    
    
    
    28,096Food and beverage
    
    
    
    
    
    
    13,000
    
    
    
    25,936
    
    
    
    (1,552
    )
    
    
    37,384Convention, retail and other
    
    
    
    
    
    
    16,301
    
    
    
    43,563
    
    
    
    (3,515
    )
    
    
    56,349Provision for doubtful accounts
    
    
    
    
    
    
    12,524
    
    
    
    16,748
    
    
    
    
    
    
    
    29,272General and administrative
    
    
    
    
    
    
    58,478
    
    
    
    68,997
    
    
    
    (286
    )
    
    
    127,189Corporate expense
    
    
    15,205
    
    
    
    51
    
    
    
    2,263
    
    
    
    
    
    
    
    17,519Rental expense
    
    
    
    
    
    
    74
    
    
    
    6,617
    
    
    
    
    
    
    
    6,691Pre-opening expense
    
    
    178
    
    
    
    1
    
    
    
    28,676
    
    
    
    
    
    
    
    28,855Development expense
    
    
    87
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    80Depreciation and amortization
    
    
    3,064
    
    
    
    57,215
    
    
    
    88,398
    
    
    
    
    
    
    
    148,677(Gain) loss on disposal of assets
    
    
    
    
    
    
    3
    
    
    
    (287
    )
    
    
    
    
    
    
    (284
    )18,534
    
    
    
    245,700
    
    
    
    820,570
    
    
    
    (6,042
    )
    
    
    1,078,762Operating income (loss)
    
    
    (18,674
    )
    
    
    (26,592
    )
    
    
    107,648
    
    
    
    
    
    
    
    62,382Other income (expense):Interest income
    
    
    1,875
    
    
    
    17,499
    
    
    
    196
    
    
    
    (17,971
    )
    
    
    1,599Interest expense, net of amounts capitalized
    
    
    (4,566
    )
    
    
    (31,287
    )
    
    
    (70,632
    )
    
    
    17,971
    
    
    
    (88,514
    )Other income (expense)
    
    
    
    
    
    
    194
    
    
    
    (1,758
    )
    
    
    
    
    
    
    (1,564
    )Loss on modification of debt
    
    
    
    
    
    
    
    
    
    
    (204
    )
    
    
    
    
    
    
    (204
    )Income from equity investments in subsidiaries
    
    
    14,889
    
    
    
    38,825
    
    
    
    
    
    
    
    (53,714
    )
    
    
    Income (loss) before income taxes
    
    
    (6,476
    )
    
    
    (1,361
    )
    
    
    35,250
    
    
    
    (53,714
    )
    
    
    (26,301
    )Income tax benefit (expense)
    
    
    (70,030
    )
    
    
    16,250
    
    
    
    (536
    )
    
    
    
    
    
    
    (54,316
    )Net income (loss)
    
    
    (76,506
    )
    
    
    14,889
    
    
    
    34,714
    
    
    
    (53,714
    )
    
    
    (80,617
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    4,111
    
    
    
    
    
    
    
    4,111Net income (loss) attributable to Las Vegas Sands Corp.
    
    $
    (76,506
    )
    
    $
    14,889
    
    
    $
    38,825
    
    
    $
    (53,714
    )
    
    $
    (76,506
    )
 26




---



##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Statements of Operations
For the Three Months Ended September 30, 2008
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    113,175
    
    
    $
    692,083
    
    
    $
    
    
    
    $
    805,258Rooms
    
    
    
    
    
    
    130,487
    
    
    
    58,307
    
    
    
    
    
    
    
    188,794Food and beverage
    
    
    
    
    
    
    46,067
    
    
    
    44,958
    
    
    
    
    
    
    
    91,025Convention, retail and other
    
    
    
    
    
    
    45,768
    
    
    
    79,262
    
    
    
    (1,797
    )
    
    
    123,233
    
    
    
    335,497
    
    
    
    874,610
    
    
    
    (1,797
    )
    
    
    1,208,310Less-promotional allowances
    
    
    (224
    )
    
    
    (44,115
    )
    
    
    (57,780
    )
    
    
    (757
    )
    
    
    (102,876
    )Net revenues
    
    
    (224
    )
    
    
    291,382
    
    
    
    816,830
    
    
    
    (2,554
    )
    
    
    1,105,434Operating expenses:Casino
    
    
    
    
    
    
    80,057
    
    
    
    501,309
    
    
    
    (611
    )
    
    
    580,755Rooms
    
    
    
    
    
    
    29,093
    
    
    
    7,343
    
    
    
    
    
    
    
    36,436Food and beverage
    
    
    
    
    
    
    20,933
    
    
    
    26,856
    
    
    
    (1,754
    )
    
    
    46,035Convention, retail and other
    
    
    
    
    
    
    19,936
    
    
    
    49,077
    
    
    
    
    
    
    
    69,013Provision for doubtful accounts
    
    
    
    
    
    
    4,799
    
    
    
    4,060
    
    
    
    
    
    
    
    8,859General and administrative
    
    
    
    
    
    
    68,486
    
    
    
    61,895
    
    
    
    (189
    )
    
    
    130,192Corporate expense
    
    
    13,537
    
    
    
    90
    
    
    
    9,763
    
    
    
    
    
    
    
    23,390Rental expense
    
    
    
    
    
    
    1,746
    
    
    
    6,691
    
    
    
    
    
    
    
    8,437Pre-opening expense
    
    
    595
    
    
    
    1,637
    
    
    
    38,545
    
    
    
    
    
    
    
    40,777Development expense
    
    
    (343
    )
    
    
    
    
    
    
    1,496
    
    
    
    
    
    
    
    1,153Depreciation and amortization
    
    
    2,633
    
    
    
    58,460
    
    
    
    71,146
    
    
    
    
    
    
    
    132,239(Gain) loss on disposal of assets
    
    
    
    
    
    
    (63
    )
    
    
    16
    
    
    
    
    
    
    
    (47
    )16,422
    
    
    
    285,174
    
    
    
    778,197
    
    
    
    (2,554
    )
    
    
    1,077,239Operating income (loss)
    
    
    (16,646
    )
    
    
    6,208
    
    
    
    38,633
    
    
    
    
    
    
    
    28,195Other income (expense):Interest income
    
    
    1,274
    
    
    
    2,486
    
    
    
    1,807
    
    
    
    (2,352
    )
    
    
    3,215Interest expense, net of amounts capitalized
    
    
    (6,836
    )
    
    
    (50,424
    )
    
    
    (35,627
    )
    
    
    2,352
    
    
    
    (90,535
    )Other income (expense)
    
    
    
    
    
    
    (873
    )
    
    
    8,082
    
    
    
    
    
    
    
    7,209Income (loss) from equity investment in subsidiaries
    
    
    (12,200
    )
    
    
    13,519
    
    
    
    
    
    
    
    (1,319
    )
    
    
    Income (loss) before income taxes
    
    
    (34,408
    )
    
    
    (29,084
    )
    
    
    12,895
    
    
    
    (1,319
    )
    
    
    (51,916
    )Income tax benefit
    
    
    2,200
    
    
    
    16,884
    
    
    
    341
    
    
    
    
    
    
    
    19,425Net income (loss)
    
    
    (32,208
    )
    
    
    (12,200
    )
    
    
    13,236
    
    
    
    (1,319
    )
    
    
    (32,491
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    283Net income (loss) attributable to Las Vegas Sands Corp.
    
    $
    (32,208
    )
    
    $
    (12,200
    )
    
    $
    13,519
    
    
    $
    (1,319
    )
    
    $
    (32,208
    )
 27




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Statements of Operations
For the Nine Months Ended September 30, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    347,902
    
    
    $
    2,156,331
    
    
    $
    
    
    
    $
    2,504,233Rooms
    
    
    
    
    
    
    334,389
    
    
    
    157,641
    
    
    
    
    
    
    
    492,030Food and beverage
    
    
    
    
    
    
    120,492
    
    
    
    128,360
    
    
    
    
    
    
    
    248,852Convention, retail and other
    
    
    
    
    
    
    119,511
    
    
    
    196,430
    
    
    
    (10,965
    )
    
    
    304,976
    
    
    
    922,294
    
    
    
    2,638,762
    
    
    
    (10,965
    )
    
    
    3,550,091Less-promotional allowances
    
    
    (484
    )
    
    
    (124,039
    )
    
    
    (144,424
    )
    
    
    (2,238
    )
    
    
    (271,185
    )Net revenues
    
    
    (484
    )
    
    
    798,255
    
    
    
    2,494,338
    
    
    
    (13,203
    )
    
    
    3,278,906Operating expenses:Casino
    
    
    
    
    
    
    210,468
    
    
    
    1,471,720
    
    
    
    (1,881
    )
    
    
    1,680,307Rooms
    
    
    
    
    
    
    73,816
    
    
    
    19,571
    
    
    
    
    
    
    
    93,387Food and beverage
    
    
    
    
    
    
    51,482
    
    
    
    78,159
    
    
    
    (4,796
    )
    
    
    124,845Convention, retail and other
    
    
    
    
    
    
    55,903
    
    
    
    128,563
    
    
    
    (5,640
    )
    
    
    178,826Provision for doubtful accounts
    
    
    
    
    
    
    37,239
    
    
    
    33,750
    
    
    
    
    
    
    
    70,989General and administrative
    
    
    
    
    
    
    180,408
    
    
    
    192,770
    
    
    
    (886
    )
    
    
    372,292Corporate expense
    
    
    96,217
    
    
    
    182
    
    
    
    8,851
    
    
    
    
    
    
    
    105,250Rental expense
    
    
    
    
    
    
    2,895
    
    
    
    19,602
    
    
    
    
    
    
    
    22,497Pre-opening expense
    
    
    832
    
    
    
    96
    
    
    
    114,691
    
    
    
    
    
    
    
    115,619Development expense
    
    
    243
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    344Depreciation and amortization
    
    
    8,378
    
    
    
    170,711
    
    
    
    252,470
    
    
    
    
    
    
    
    431,559Impairment loss
    
    
    
    
    
    
    151,175
    
    
    
    
    
    
    
    
    
    
    
    151,175(Gain) loss on disposal of assets
    
    
    
    
    
    
    (107
    )
    
    
    4,607
    
    
    
    
    
    
    
    4,500105,670
    
    
    
    934,268
    
    
    
    2,324,855
    
    
    
    (13,203
    )
    
    
    3,351,590Operating income (loss)
    
    
    (106,154
    )
    
    
    (136,013
    )
    
    
    169,483
    
    
    
    
    
    
    
    (72,684
    )Other income (expense):Interest income
    
    
    9,046
    
    
    
    28,290
    
    
    
    506
    
    
    
    (28,002
    )
    
    
    9,840Interest expense, net of amounts capitalized
    
    
    (13,993
    )
    
    
    (90,380
    )
    
    
    (148,132
    )
    
    
    28,002
    
    
    
    (224,503
    )Other income (expense)
    
    
    
    
    
    
    659
    
    
    
    (7,193
    )
    
    
    
    
    
    
    (6,534
    )Loss on modification of debt
    
    
    
    
    
    
    
    
    
    
    (204
    )
    
    
    
    
    
    
    (204
    )Income (loss) from equity investments in subsidiaries
    
    
    (97,299
    )
    
    
    21,608
    
    
    
    
    
    
    
    75,691
    
    
    
    Income (loss) before income taxes
    
    
    (208,400
    )
    
    
    (175,836
    )
    
    
    14,460
    
    
    
    75,691
    
    
    
    (294,085
    )Income tax benefit (expense)
    
    
    (78,652
    )
    
    
    78,537
    
    
    
    (526
    )
    
    
    
    
    
    
    (641
    )Net income (loss)
    
    
    (287,052
    )
    
    
    (97,299
    )
    
    
    13,934
    
    
    
    75,691
    
    
    
    (294,726
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    7,674
    
    
    
    
    
    
    
    7,674Net income (loss) attributable to Las Vegas Sands Corp.
    
    $
    (287,052
    )
    
    $
    (97,299
    )
    
    $
    21,608
    
    
    $
    75,691
    
    
    $
    (287,052
    )
 28




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Statements of Operations
For the Nine Months Ended September 30, 2008
 Non-
    
    
    Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    387,495
    
    
    $
    2,017,478
    
    
    $
    
    
    
    $
    2,404,973Rooms
    
    
    
    
    
    
    409,153
    
    
    
    166,019
    
    
    
    
    
    
    
    575,172Food and beverage
    
    
    
    
    
    
    145,428
    
    
    
    126,887
    
    
    
    
    
    
    
    272,315Convention, retail and other
    
    
    
    
    
    
    133,290
    
    
    
    162,198
    
    
    
    (4,697
    )
    
    
    290,791
    
    
    
    1,075,366
    
    
    
    2,472,582
    
    
    
    (4,697
    )
    
    
    3,543,251Less-promotional allowances
    
    
    (1,437
    )
    
    
    (105,516
    )
    
    
    (137,645
    )
    
    
    (2,082
    )
    
    
    (246,680
    )Net revenues
    
    
    (1,437
    )
    
    
    969,850
    
    
    
    2,334,937
    
    
    
    (6,779
    )
    
    
    3,296,571Operating expenses:Casino
    
    
    
    
    
    
    235,777
    
    
    
    1,405,858
    
    
    
    (1,786
    )
    
    
    1,639,849Rooms
    
    
    
    
    
    
    93,371
    
    
    
    23,292
    
    
    
    
    
    
    
    116,663Food and beverage
    
    
    
    
    
    
    67,178
    
    
    
    73,873
    
    
    
    (4,473
    )
    
    
    136,578Convention, retail and other
    
    
    
    
    
    
    61,831
    
    
    
    102,791
    
    
    
    
    
    
    
    164,622Provision for doubtful accounts
    
    
    
    
    
    
    17,948
    
    
    
    5,012
    
    
    
    
    
    
    
    22,960General and administrative
    
    
    
    
    
    
    203,428
    
    
    
    218,143
    
    
    
    (520
    )
    
    
    421,051Corporate expense
    
    
    67,913
    
    
    
    562
    
    
    
    14,054
    
    
    
    
    
    
    
    82,529Rental expense
    
    
    
    
    
    
    5,591
    
    
    
    19,982
    
    
    
    
    
    
    
    25,573Pre-opening expense
    
    
    2,716
    
    
    
    7,827
    
    
    
    94,927
    
    
    
    
    
    
    
    105,470Development expense
    
    
    1,621
    
    
    
    
    
    
    
    9,883
    
    
    
    
    
    
    
    11,504Depreciation and amortization
    
    
    7,230
    
    
    
    160,517
    
    
    
    197,006
    
    
    
    
    
    
    
    364,753Loss on disposal of assets
    
    
    
    
    
    
    5,915
    
    
    
    1,062
    
    
    
    
    
    
    
    6,97779,480
    
    
    
    859,945
    
    
    
    2,165,883
    
    
    
    (6,779
    )
    
    
    3,098,529Operating income (loss)
    
    
    (80,917
    )
    
    
    109,905
    
    
    
    169,054
    
    
    
    
    
    
    
    198,042Other income (expense):Interest income
    
    
    3,995
    
    
    
    7,485
    
    
    
    6,200
    
    
    
    (5,867
    )
    
    
    11,813Interest expense, net of amounts capitalized
    
    
    (15,389
    )
    
    
    (150,953
    )
    
    
    (133,234
    )
    
    
    5,867
    
    
    
    (293,709
    )Other income (expense)
    
    
    (39
    )
    
    
    (1,305
    )
    
    
    12,968
    
    
    
    
    
    
    
    11,624Loss on early retirement of debt
    
    
    
    
    
    
    
    
    
    
    (4,022
    )
    
    
    
    
    
    
    (4,022
    )Income from equity investment in subsidiaries
    
    
    41,848
    
    
    
    57,759
    
    
    
    
    
    
    
    (99,607
    )
    
    
    Income (loss) before income taxes
    
    
    (50,502
    )
    
    
    22,891
    
    
    
    50,966
    
    
    
    (99,607
    )
    
    
    (76,252
    )Income tax benefit (expense)
    
    
    (1,736
    )
    
    
    18,957
    
    
    
    2,312
    
    
    
    
    
    
    
    19,533Net income (loss)
    
    
    (52,238
    )
    
    
    41,848
    
    
    
    53,278
    
    
    
    (99,607
    )
    
    
    (56,719
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    4,481
    
    
    
    
    
    
    
    4,481Net income (loss) attributable to Las Vegas Sands Corp.
    
    $
    (52,238
    )
    
    $
    41,848
    
    
    $
    57,759
    
    
    $
    (99,607
    )
    
    $
    (52,238
    )
 29




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2009
 Non-
    
    
    Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from (used in) operating activities
    
    $
    66,743
    
    
    $
    (49,051
    )
    
    $
    514,727
    
    
    $
    
    
    
    $
    532,419Cash flows from investing activities:Capital expenditures
    
    
    (3,322
    )
    
    
    (86,242
    )
    
    
    (1,449,514
    )
    
    
    
    
    
    
    (1,539,078
    )Change in restricted cash
    
    
    
    
    
    
    (711
    )
    
    
    (34,683
    )
    
    
    
    
    
    
    (35,394
    )Proceeds from disposal of property and equipment
    
    
    60
    
    
    
    1,687
    
    
    
    2,147
    
    
    
    
    
    
    
    3,894Dividends received from Guarantor Subsidiaries
    
    
    4,651,977
    
    
    
    
    
    
    
    
    
    
    
    (4,651,977
    )
    
    
    Dividends received from non-guarantor subsidiaries
    
    
    
    
    
    
    11,406
    
    
    
    
    
    
    
    (11,406
    )
    
    
    Notes receivable to non-guarantor subsidiaries
    
    
    (20,000
    )
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    Intercompany receivables to non-guarantor subsidiaries
    
    
    (57,000
    )
    
    
    (125,537
    )
    
    
    
    
    
    
    182,537
    
    
    
    Repayments of receivable from non-guarantor subsidiaries
    
    
    385,000
    
    
    
    216,537
    
    
    
    
    
    
    
    (601,537
    )
    
    
    Capital contributions to subsidiaries
    
    
    (5,243,581
    )
    
    
    (135,022
    )
    
    
    
    
    
    
    5,378,603
    
    
    
    Net cash used in investing activities
    
    
    (286,866
    )
    
    
    (117,882
    )
    
    
    (1,482,050
    )
    
    
    316,220
    
    
    
    (1,570,578
    )Cash flows from financing activities:Dividends paid to preferred stockholders
    
    
    (71,347
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (71,347
    )Purchase of treasury stock
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Capital contributions received
    
    
    
    
    
    
    5,243,581
    
    
    
    135,022
    
    
    
    (5,378,603
    )
    
    
    Dividends paid to Las Vegas Sands Corp.
    
    
    
    
    
    
    (4,651,977
    )
    
    
    
    
    
    
    4,651,977
    
    
    
    Dividends paid to Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (11,406
    )
    
    
    11,406
    
    
    
    Borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    
    
    
    
    77,000
    
    
    
    (77,000
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    125,537
    
    
    
    (125,537
    )
    
    
    Repayments on borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    
    
    
    
    (385,000
    )
    
    
    385,000
    
    
    
    Repayments on borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (216,537
    )
    
    
    216,537
    
    
    
    Proceeds from Singapore permanent facilities
    
    
    
    
    
    
    
    
    
    
    824,986
    
    
    
    
    
    
    
    824,986Proceeds from exchangeable bonds
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    600,000Proceeds from ferry financing
    
    
    
    
    
    
    
    
    
    
    9,888
    
    
    
    
    
    
    
    9,888Repayments on Macau credit facility
    
    
    
    
    
    
    
    
    
    
    (150,074
    )
    
    
    
    
    
    
    (150,074
    )Repayments on senior secured credit facility
    
    
    
    
    
    
    (30,000
    )
    
    
    
    
    
    
    
    
    
    
    (30,000
    )Repayments on Singapore permanent facilities
    
    
    
    
    
    
    
    
    
    
    (18,223
    )
    
    
    
    
    
    
    (18,223
    )Repayments on FF&E facility and other long-term debt
    
    
    
    
    
    
    (25,471
    )
    
    
    (791
    )
    
    
    
    
    
    
    (26,262
    )Repayments on airplane financings
    
    
    (2,766
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,766
    )Contribution from noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    
    
    
    
    41Payments of deferred financing costs
    
    
    
    
    
    
    (2,880
    )
    
    
    (41,879
    )
    
    
    
    
    
    
    (44,759
    )Net cash generated from (used in) financing activities
    
    
    (74,126
    )
    
    
    533,253
    
    
    
    948,564
    
    
    
    (316,220
    )
    
    
    1,091,471Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    370Increase (decrease) in cash and cash equivalents
    
    
    (294,249
    )
    
    
    366,320
    
    
    
    (18,389
    )
    
    
    
    
    
    
    53,682Cash and cash equivalents at beginning of period
    
    
    294,563
    
    
    
    2,286,825
    
    
    
    456,775
    
    
    
    
    
    
    
    3,038,163Cash and cash equivalents at end of period
    
    $
    314
    
    
    $
    2,653,145
    
    
    $
    438,386
    
    
    $
    
    
    
    $
    3,091,845
 30




---



##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS   (CONTINUED)
 Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2008
 Non-
    
    
    Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from operating activities
    
    $
    9,241
    
    
    $
    71,747
    
    
    $
    136,155
    
    
    $
    
    
    
    $
    217,143Cash flows from investing activities:Capital expenditures
    
    
    (10,937
    )
    
    
    (555,589
    )
    
    
    (2,341,870
    )
    
    
    
    
    
    
    (2,908,396
    )Change in restricted cash
    
    
    
    
    
    
    405
    
    
    
    173,892
    
    
    
    
    
    
    
    174,297Intercompany notes receivable to non-guarantor
subsidiaries
    
    
    
    
    
    
    (35,317
    )
    
    
    
    
    
    
    35,317
    
    
    
    Intercompany receivables to Guarantor Subsidiaries
    
    
    (35,000
    )
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    Intercompany receivables to non-guarantor subsidiaries
    
    
    (25,000
    )
    
    
    (1,094,467
    )
    
    
    
    
    
    
    1,119,467
    
    
    
    Repayment of receivables from Guarantor Subsidiaries
    
    
    92,108
    
    
    
    
    
    
    
    
    
    
    
    (92,108
    )
    
    
    Repayment of receivables from non-guarantor
subsidiaries
    
    
    
    
    
    
    34,018
    
    
    
    
    
    
    
    (34,018
    )
    
    
    Capital contributions to subsidiaries
    
    
    (575,000
    )
    
    
    (9,201
    )
    
    
    
    
    
    
    584,201
    
    
    
    Net cash used in investing activities
    
    
    (553,829
    )
    
    
    (1,660,151
    )
    
    
    (2,167,978
    )
    
    
    1,647,859
    
    
    
    (2,734,099
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    6,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,833Excess tax benefits from stock-based compensation
    
    
    1,626
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,626Capital contributions received
    
    
    
    
    
    
    575,000
    
    
    
    9,201
    
    
    
    (584,201
    )
    
    
    Borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    35,000
    
    
    
    25,000
    
    
    
    (60,000
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    1,129,784
    
    
    
    (1,129,784
    )
    
    
    Repayments on borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    (92,108
    )
    
    
    
    
    
    
    92,108
    
    
    
    Repayments on borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (34,018
    )
    
    
    34,018
    
    
    
    Proceeds from issuance of convertible senior notes
from a related party
    
    
    475,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    475,000Proceeds from senior secured credit facility
    
    
    
    
    
    
    1,675,860
    
    
    
    
    
    
    
    
    
    
    
    1,675,860Proceeds from Singapore permanent facilities
    
    
    
    
    
    
    
    
    
    
    1,558,091
    
    
    
    
    
    
    
    1,558,091Proceeds from Macau credit facility
    
    
    
    
    
    
    
    
    
    
    442,732
    
    
    
    
    
    
    
    442,732Proceeds from ferry financing
    
    
    
    
    
    
    
    
    
    
    176,739
    
    
    
    
    
    
    
    176,739Proceeds from FF&E facility and other long-term debt
    
    
    
    
    
    
    105,584
    
    
    
    43,314
    
    
    
    
    
    
    
    148,898Repayments on Singapore bridge facility
    
    
    
    
    
    
    
    
    
    
    (1,329,737
    )
    
    
    
    
    
    
    (1,329,737
    )Repayments on senior secured credit facility
    
    
    
    
    
    
    (324,000
    )
    
    
    
    
    
    
    
    
    
    
    (324,000
    )Repayments on FF&E facility and other long-term debt
    
    
    
    
    
    
    (16,700
    )
    
    
    (39,896
    )
    
    
    
    
    
    
    (56,596
    )Repayments on airplane financings
    
    
    (2,765
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,765
    )Proceeds from the sale of The Shoppes at The Palazzo
    
    
    
    
    
    
    243,928
    
    
    
    
    
    
    
    
    
    
    
    243,928Payments of deferred financing costs
    
    
    (4,935
    )
    
    
    
    
    
    
    (87,612
    )
    
    
    
    
    
    
    (92,547
    )Net cash generated from financing activities
    
    
    475,759
    
    
    
    2,202,564
    
    
    
    1,893,598
    
    
    
    (1,647,859
    )
    
    
    2,924,062Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    11,719
    
    
    
    
    
    
    
    11,719Increase (decrease) in cash and cash equivalents
    
    
    (68,829
    )
    
    
    614,160
    
    
    
    (126,506
    )
    
    
    
    
    
    
    418,825Cash and cash equivalents at beginning of period
    
    
    73,489
    
    
    
    129,684
    
    
    
    653,977
    
    
    
    
    
    
    
    857,150Cash and cash equivalents at end of period
    
    $
    4,660
    
    
    $
    743,844
    
    
    $
    527,471
    
    
    $
    
    
    
    $
    1,275,975
 31




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Operations
 TM
 United States
 Las Vegas Operating Properties
 tm
  Sands Bethlehem
  32




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##### Table of Contents



Macau
  tm
 tm
 Development Projects
  33




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##### Table of Contents



United States Development Project
 St. Regis Residences
  Macau Development Projects
  
    
    Parcels 5 and 6  Under our revised development plan, we are sequencing the construction
of the integrated resort on parcels 5 and 6 due to difficulties in the capital markets and
overall decline in general economic conditions. Upon completion of phases I and II of the
project, the integrated resort will feature approximately 6,000 luxury and mid-scale 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 with
approximately 3,700 hotel rooms 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 with approximately 2,300 rooms 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 Sheraton hotel tower as well as the
remaining retail facilities. The total cost to complete phase II is expected to be
approximately $190 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. The total cost to complete phase
III is expected to be approximately $450 million. We plan to recommence construction of
phases I and II with supplemental financing that we are currently in discussions to obtain,
together with a portion of the proceeds from the potential sale of a minority interest in
certain of our Macau operations. We expect that if and when financing is obtained, it will
take approximately 18 months to complete construction of phase I, another six months
thereafter to complete the adjacent Sheraton tower in phase II and an additional 24 months thereafter
to complete the remaining retail facilities in phase II. We intend to commence construction
of phase III of the project as demand and market conditions warrant it. As of September 30,
2009, we have capitalized construction costs of $1.73 billion for the entire project
(including $153.3 million in outstanding construction payables). Our management agreement
with Starwood imposes certain construction deadlines and opening obligations
on us, and certain past and/or anticipated delays, as described above, may represent a
default under the agreement, allow Starwood to
terminate its agreement and/or may subject us to penalties.
    
    Parcels 7 and 8  The integrated resort on parcels 7 and 8 is expected to be similar in
size and scope to the integrated resort on parcels 5 and 6. We had commenced
pre-construction and have capitalized construction costs of $116.1 million as of September
30, 2009. We intend to commence construction after the integrated
resorts on parcels 5 and 6 and 3 are complete, necessary government approvals are
obtained, 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 casino, a shopping mall
and serviced luxury apart-hotel units. We had commenced pre-construction and have
capitalized construction costs of $35.7 million as of September 30, 2009. 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.
  34




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##### Table of Contents



Singapore Development Project
  Other Development Projects
  35




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##### Table of Contents



Critical Accounting Policies and Estimates
   Recent Accounting Pronouncements
  Summary Financial Results
  Three Months Ended September 30,
    
    Nine Months Ended September 30,Percent
    
    
    
    
    
    
    
    
    
    Percent2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change(Dollars in thousands)Net revenues
    
    $
    1,141,144
    
    
    $
    1,105,434
    
    
    
    3.2
    %
    
    $
    3,278,906
    
    
    $
    3,296,571
    
    
    
    (0.5
    )%Operating expenses
    
    
    1,078,762
    
    
    
    1,077,239
    
    
    
    0.1
    %
    
    
    3,351,590
    
    
    
    3,098,529
    
    
    
    8.2
    %Operating income (loss)
    
    
    62,382
    
    
    
    28,195
    
    
    
    121.3
    %
    
    
    (72,684
    )
    
    
    198,042
    
    
    
    (136.7
    )%Loss before income taxes
    
    
    (26,301
    )
    
    
    (51,916
    )
    
    
    (49.3
    )%
    
    
    (294,085
    )
    
    
    (76,252
    )
    
    
    285.7
    %Net loss
    
    
    (80,617
    )
    
    
    (32,491
    )
    
    
    148.1
    %
    
    
    (294,726
    )
    
    
    (56,719
    )
    
    
    419.6
    %Net loss attributable to Las Vegas Sands Corp.
    
    
    (76,506
    )
    
    
    (32,208
    )
    
    
    137.5
    %
    
    
    (287,052
    )
    
    
    (52,238
    )
    
    
    449.5
    %
 Percent of Net RevenuesThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2009
    
    2008
    
    2009
    
    2008Operating expenses
    
    
    94.5
    %
    
    
    97.4
    %
    
    
    102.2
    %
    
    
    94.0
    %Operating income (loss)
    
    
    5.5
    %
    
    
    2.6
    %
    
    
    (2.2
    )%
    
    
    6.0
    %Loss before income taxes
    
    
    (2.3
    )%
    
    
    (4.7
    )%
    
    
    (9.0
    )%
    
    
    (2.3
    )%Net loss
    
    
    (7.1
    )%
    
    
    (2.9
    )%
    
    
    (9.0
    )%
    
    
    (1.7
    )%Net loss attributable to Las Vegas Sands Corp.
    
    
    (6.7
    )%
    
    
    (2.9
    )%
    
    
    (8.8
    )%
    
    
    (1.6
    )%
 Operating Results
 Key Operating Revenue Measurements
  36




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##### Table of Contents



Casino revenue measurements for the U.S.:
 Casino revenue measurements for Macau:
  Hotel revenue measurements:
 Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008
 Operating Revenues
  Three Months Ended September 30,Percent2009
    
    
    2008
    
    
    Change(Dollars in thousands)Casino
    
    $
    908,255
    
    
    $
    805,258
    
    
    
    12.8
    %Rooms
    
    
    155,673
    
    
    
    188,794
    
    
    
    (17.5
    )%Food and beverage
    
    
    74,457
    
    
    
    91,025
    
    
    
    (18.2
    )%Convention, retail and other
    
    
    95,604
    
    
    
    123,233
    
    
    
    (22.4
    )%1,233,989
    
    
    
    1,208,310
    
    
    
    2.1
    %Less  promotional allowances
    
    
    (92,845
    )
    
    
    (102,876
    )
    
    
    (9.8
    )%Total net revenues
    
    $
    1,141,144
    
    
    $
    1,105,434
    
    
    
    3.2
    %
 37




---



##### Table of Contents



Three Months Ended September 30,2009
    
    2008
    
    Change(Dollars in thousands)The Venetian MacaoTotal casino revenues
    
    $
    420,830
    
    
    $
    432,628
    
    
    
    (2.7
    )%Non-Rolling Chip drop
    
    $
    834,905
    
    
    $
    930,621
    
    
    
    (10.3
    )%Non-Rolling Chip win percentage
    
    
    23.0
    %
    
    
    19.7
    %
    
    
    3.3
    ptsRolling Chip volume
    
    $
    9,062,194
    
    
    $
    9,778,702
    
    
    
    (7.3
    )%Rolling Chip win percentage
    
    
    2.83
    %
    
    
    3.06
    %
    
    
    (0.23
    )ptsSlot handle
    
    $
    609,734
    
    
    $
    549,895
    
    
    
    10.9
    %Slot hold percentage
    
    
    7.5
    %
    
    
    7.8
    %
    
    
    (0.3
    )ptsSands MacaoTotal casino revenues
    
    $
    275,360
    
    
    $
    243,524
    
    
    
    13.1
    %Non-Rolling Chip drop
    
    $
    626,428
    
    
    $
    652,252
    
    
    
    (4.0
    )%Non-Rolling Chip win percentage
    
    
    19.0
    %
    
    
    17.9
    %
    
    
    1.1
    ptsRolling Chip volume
    
    $
    5,479,118
    
    
    $
    7,256,360
    
    
    
    (24.5
    )%Rolling Chip win percentage
    
    
    3.37
    %
    
    
    2.35
    %
    
    
    1.02
    ptsSlot handle
    
    $
    327,485
    
    
    $
    273,126
    
    
    
    19.9
    %Slot hold percentage
    
    
    6.6
    %
    
    
    7.3
    %
    
    
    (0.7
    )ptsFour Seasons MacaoTotal casino revenues
    
    $
    54,835
    
    
    $
    15,931
    
    
    
    244.2
    %Non-Rolling Chip drop
    
    $
    82,946
    
    
    $
    16,748
    
    
    
    395.3
    %Non-Rolling Chip win percentage
    
    
    22.3
    %
    
    
    18.4
    %
    
    
    3.9
    ptsRolling Chip volume
    
    $
    2,183,677
    
    
    $
    165,155
    
    
    
    1,222.2
    %Rolling Chip win percentage
    
    
    2.31
    %
    
    
    8.33
    %
    
    
    (6.02
    )ptsSlot handle
    
    $
    60,620
    
    
    $
    7,903
    
    
    
    667.1
    %Slot hold percentage
    
    
    5.4
    %
    
    
    6.4
    %
    
    
    (1.0
    )ptsLas Vegas Operating PropertiesTotal casino revenues
    
    $
    99,015
    
    
    $
    113,175
    
    
    
    (12.5
    )%Table games drop
    
    $
    429,717
    
    
    $
    477,182
    
    
    
    (9.9
    )%Table games win percentage
    
    
    12.2
    %
    
    
    13.8
    %
    
    
    (1.6
    )ptsSlot handle
    
    $
    672,208
    
    
    $
    976,577
    
    
    
    (31.2
    )%Slot hold percentage
    
    
    7.8
    %
    
    
    6.0
    %
    
    
    1.8
    ptsSands BethlehemTotal casino revenues
    
    $
    58,215
    
    
    $
    
    
    
    
    
    %Slot handle
    
    $
    813,292
    
    
    $
    
    
    
    
    
    %Slot hold percentage
    
    
    7.2
    %
    
    
    
    %
    
    
    
    pts
  38




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##### Table of Contents



Three Months Ended September 30,2009
    
    2008
    
    Change(Room revenues in thousands)The Venetian MacaoTotal room revenues
    
    $
    45,005
    
    
    $
    51,085
    
    
    
    (11.9
    )%Average daily room rate
    
    $
    198
    
    
    $
    211
    
    
    
    (6.2
    )%Occupancy rate
    
    
    88.1
    %
    
    
    92.1
    %
    
    
    (4.0
    )ptsRevenue per available room
    
    $
    175
    
    
    $
    194
    
    
    
    (9.8
    )%Four Seasons MacaoTotal room revenues
    
    $
    5,464
    
    
    $
    517
    
    
    
    956.9
    %Average daily room rate
    
    $
    294
    
    
    $
    440
    
    
    
    (33.2
    )%Occupancy rate
    
    
    56.2
    %
    
    
    31.4
    %
    
    
    24.8
    ptsRevenue per available room
    
    $
    165
    
    
    $
    138
    
    
    
    19.6
    %Las Vegas Operating PropertiesTotal room revenues
    
    $
    98,619
    
    
    $
    130,486
    
    
    
    (24.4
    )%Average daily room rate
    
    $
    172
    
    
    $
    218
    
    
    
    (21.1
    )%Occupancy rate
    
    
    88.4
    %
    
    
    93.1
    %
    
    
    (4.7
    )ptsRevenue per available room
    
    $
    152
    
    
    $
    202
    
    
    
    (24.8
    )%
   Operating Expenses
  Three Months Ended September 30,Percent2009
    
    
    2008
    
    
    Change(Dollars in thousands)Casino
    
    $
    598,934
    
    
    $
    580,755
    
    
    
    3.1
    %Rooms
    
    
    28,096
    
    
    
    36,436
    
    
    
    (22.9
    )%Food and beverage
    
    
    37,384
    
    
    
    46,035
    
    
    
    (18.8
    )%Convention, retail and other
    
    
    56,349
    
    
    
    69,013
    
    
    
    (18.4
    )%Provision for doubtful accounts
    
    
    29,272
    
    
    
    8,859
    
    
    
    230.4
    %General and administrative
    
    
    127,189
    
    
    
    130,192
    
    
    
    (2.3
    )%Corporate expense
    
    
    17,519
    
    
    
    23,390
    
    
    
    (25.1
    )%Rental expense
    
    
    6,691
    
    
    
    8,437
    
    
    
    (20.7
    )%Pre-opening expense
    
    
    28,855
    
    
    
    40,777
    
    
    
    (29.2
    )%Development expense
    
    
    80
    
    
    
    1,153
    
    
    
    (93.1
    )%Depreciation and amortization
    
    
    148,677
    
    
    
    132,239
    
    
    
    12.4
    %Gain on disposal of assets
    
    
    (284
    )
    
    
    (47
    )
    
    
    504.3
    %Total operating expenses
    
    $
    1,078,762
    
    
    $
    1,077,239
    
    
    
    0.1
    %
  39




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##### Table of Contents



40




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##### Table of Contents



Adjusted
Property EBITDAR
  Three Months Ended September 30,Percent2009
    
    
    2008
    
    
    Change(Dollars in thousands)United States:Las Vegas Operating Properties
    
    $
    34,452
    
    
    $
    73,316
    
    
    
    (53.0
    )%Sands Bethlehem
    
    
    8,323
    
    
    
    
    
    
    
    
    %Macau:The Venetian Macao
    
    
    150,389
    
    
    
    135,737
    
    
    
    10.8
    %Sands Macao
    
    
    77,115
    
    
    
    42,591
    
    
    
    81.1
    %Four Season Macao
    
    
    10,152
    
    
    
    2,963
    
    
    
    242.6
    %Other Asia
    
    
    (8,088
    )
    
    
    (10,848
    )
    
    
    (25.4
    )%Total
adjusted property EBITDAR
    
    $
    272,343
    
    
    $
    243,759
    
    
    
    11.7
    %
       Interest Expense
  Three Months Ended September 30,2009
    
    
    2008(Dollars in thousands)Interest cost (which includes
the amortization of deferred
financing costs and original issue
discount)
    
    $
    105,462
    
    
    $
    128,896Less  capitalized interest
    
    
    (16,948
    )
    
    
    (38,361
    )Interest expense, net
    
    $
    88,514
    
    
    $
    90,535Cash paid for interest
    
    $
    94,635
    
    
    $
    128,254Weighted average total debt balance
    
    $
    11,210,464
    
    
    $
    9,247,382Weighted average interest rate
    
    
    3.8
    %
    
    
    5.6
    %
 41




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##### Table of Contents



Other Factors Effecting Earnings
   Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September 30, 2008
 Operating Revenues
  Nine Months Ended September 30,Percent2009
    
    
    2008
    
    
    Change(Dollars in thousands)Casino
    
    $
    2,504,233
    
    
    $
    2,404,973
    
    
    
    4.1
    %Rooms
    
    
    492,030
    
    
    
    575,172
    
    
    
    (14.5
    )%Food and beverage
    
    
    248,852
    
    
    
    272,315
    
    
    
    (8.6
    )%Convention, retail and other
    
    
    304,976
    
    
    
    290,791
    
    
    
    4.9
    %3,550,091
    
    
    
    3,543,251
    
    
    
    0.2
    %Less  promotional allowances
    
    
    (271,185
    )
    
    
    (246,680
    )
    
    
    9.9
    %Total net revenues
    
    $
    3,278,906
    
    
    $
    3,296,571
    
    
    
    (0.5
    )%
  42




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##### Table of Contents



Nine Months Ended September 30,2009
    
    2008
    
    Change(Dollars in thousands)The Venetian MacaoTotal casino revenues
    
    $
    1,214,083
    
    
    $
    1,231,434
    
    
    
    (1.4
    )%Non-Rolling Chip drop
    
    $
    2,458,155
    
    
    $
    2,662,242
    
    
    
    (7.7
    )%Non-Rolling Chip win percentage
    
    
    23.2
    %
    
    
    19.8
    %
    
    
    3.4
    ptsRolling Chip volume
    
    $
    27,652,284
    
    
    $
    28,378,526
    
    
    
    (2.6
    )%Rolling Chip win percentage
    
    
    2.74
    %
    
    
    3.01
    %
    
    
    (0.27
    )ptsSlot handle
    
    $
    1,703,548
    
    
    $
    1,369,832
    
    
    
    24.4
    %Slot hold percentage
    
    
    7.5
    %
    
    
    8.1
    %
    
    
    (0.6
    )ptsSands MacaoTotal casino revenues
    
    $
    724,235
    
    
    $
    770,113
    
    
    
    (6.0
    )%Non-Rolling Chip drop
    
    $
    1,834,840
    
    
    $
    2,033,529
    
    
    
    (9.8
    )%Non-Rolling Chip win percentage
    
    
    19.1
    %
    
    
    19.2
    %
    
    
    (0.1
    )ptsRolling Chip volume
    
    $
    15,324,411
    
    
    $
    19,046,137
    
    
    
    (19.5
    )%Rolling Chip win percentage
    
    
    2.97
    %
    
    
    2.56
    %
    
    
    0.41
    ptsSlot handle
    
    $
    904,733
    
    
    $
    787,118
    
    
    
    14.9
    %Slot hold percentage
    
    
    6.7
    %
    
    
    7.9
    %
    
    
    (1.2
    )ptsFour Seasons MacaoTotal casino revenues
    
    $
    129,832
    
    
    $
    15,931
    
    
    
    715.0
    %Non-Rolling Chip drop
    
    $
    250,435
    
    
    $
    16,748
    
    
    
    1,395.3
    %Non-Rolling Chip win percentage
    
    
    24.2
    %
    
    
    18.4
    %
    
    
    5.8
    ptsRolling Chip volume
    
    $
    3,308,855
    
    
    $
    165,155
    
    
    
    1,903.5
    %Rolling Chip win percentage
    
    
    2.60
    %
    
    
    8.33
    %
    
    
    (5.73
    )ptsSlot handle
    
    $
    160,642
    
    
    $
    7,903
    
    
    
    1,932.7
    %Slot hold percentage
    
    
    5.6
    %
    
    
    6.4
    %
    
    
    (0.8
    )ptsLas Vegas Operating PropertiesTotal casino revenues
    
    $
    347,902
    
    
    $
    387,495
    
    
    
    (10.2
    )%Table games drop
    
    $
    1,260,268
    
    
    $
    1,341,985
    
    
    
    (6.1
    )%Table games win percentage
    
    
    17.3
    %
    
    
    19.8
    %
    
    
    (2.5
    )ptsSlot handle
    
    $
    2,046,734
    
    
    $
    2,708,860
    
    
    
    (24.4
    )%Slot hold percentage
    
    
    7.3
    %
    
    
    5.8
    %
    
    
    1.5
    ptsSands BethlehemTotal casino revenues
    
    $
    88,181
    
    
    $
    
    
    
    
    
    %Slot handle
    
    $
    1,182,866
    
    
    $
    
    
    
    
    
    %Slot hold percentage
    
    
    7.5
    %
    
    
    
    %
    
    
    
    pts
   Nine Months Ended September 30,2009
    
    2008
    
    Change(Room revenues in thousands)The Venetian MacaoTotal room revenues
    
    $
    124,538
    
    
    $
    145,258
    
    
    
    (14.3
    )%Average daily room rate
    
    $
    205
    
    
    $
    222
    
    
    
    (7.7
    )%Occupancy rate
    
    
    80.6
    %
    
    
    83.7
    %
    
    
    (3.1
    )ptsRevenue per available room
    
    $
    165
    
    
    $
    186
    
    
    
    (11.3
    )%Four Seasons MacaoTotal room revenues
    
    $
    13,399
    
    
    $
    517
    
    
    
    2,491.7
    %Average daily room rate
    
    $
    293
    
    
    $
    440
    
    
    
    (33.4
    )%Occupancy rate
    
    
    46.5
    %
    
    
    31.4
    %
    
    
    15.1
    ptsRevenue per available room
    
    $
    136
    
    
    $
    138
    
    
    
    (1.4
    )%Las Vegas Operating PropertiesTotal room revenues
    
    $
    334,389
    
    
    $
    409,152
    
    
    
    (18.3
    )%Average daily room rate
    
    $
    194
    
    
    $
    241
    
    
    
    (19.5
    )%Occupancy rate
    
    
    89.7
    %
    
    
    90.5
    %
    
    
    (0.8
    )ptsRevenue per available room
    
    $
    174
    
    
    $
    218
    
    
    
    (20.2
    )%
 43




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##### Table of Contents



Operating Expenses
  Nine Months Ended September 30,Percent2009
    
    
    2008
    
    
    Change(Dollars in thousands)Casino
    
    $
    1,680,307
    
    
    $
    1,639,849
    
    
    
    2.5
    %Rooms
    
    
    93,387
    
    
    
    116,663
    
    
    
    (20.0
    )%Food and beverage
    
    
    124,845
    
    
    
    136,578
    
    
    
    (8.6
    )%Convention, retail and other
    
    
    178,826
    
    
    
    164,622
    
    
    
    8.6
    %Provision for doubtful accounts
    
    
    70,989
    
    
    
    22,960
    
    
    
    209.2
    %General and administrative
    
    
    372,292
    
    
    
    421,051
    
    
    
    (11.6
    )%Corporate expense
    
    
    105,250
    
    
    
    82,529
    
    
    
    27.5
    %Rental expense
    
    
    22,497
    
    
    
    25,573
    
    
    
    (12.0
    )%Pre-opening expense
    
    
    115,619
    
    
    
    105,470
    
    
    
    9.6
    %Development expense
    
    
    344
    
    
    
    11,504
    
    
    
    (97.0
    )%Depreciation and amortization
    
    
    431,559
    
    
    
    364,753
    
    
    
    18.3
    %Impairment loss
    
    
    151,175
    
    
    
    
    
    
    
    
    %Loss on disposal of assets
    
    
    4,500
    
    
    
    6,977
    
    
    
    (35.5
    )%Total operating expenses
    
    $
    3,351,590
    
    
    $
    3,098,529
    
    
    
    8.2
    %
    44




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##### Table of Contents



45




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##### Table of Contents



Adjusted Property EBITDAR
  Nine Months Ended September 30,Percent2009
    
    
    2008
    
    
    Change(Dollars in thousands)United States:Las Vegas Operating Properties
    
    $
    202,336
    
    
    $
    302,497
    
    
    
    (33.1
    )%Sands Bethlehem
    
    
    11,160
    
    
    
    
    
    
    
    
    %Macau:The Venetian Macao
    
    
    381,849
    
    
    
    386,227
    
    
    
    (1.1
    )%Sands Macao
    
    
    188,522
    
    
    
    162,283
    
    
    
    16.2
    %Four Seasons Macao
    
    
    20,083
    
    
    
    2,963
    
    
    
    577.8
    %Other Asia
    
    
    (23,989
    )
    
    
    (34,086
    )
    
    
    (29.6
    )%Total adjusted property EBITDAR
    
    $
    779,961
    
    
    $
    819,884
    
    
    
    (4.9
    )%
       Interest Expense
  Nine Months Ended September 30,2009
    
    
    2008(Dollars in thousands)Interest cost (which includes
the amortization of deferred
financing costs and original issue
discount)
    
    $
    269,622
    
    
    $
    394,290Less  capitalized interest
    
    
    (45,119
    )
    
    
    (100,581
    )Interest expense, net
    
    $
    224,503
    
    
    $
    293,709Cash paid for interest
    
    $
    250,286
    
    
    $
    368,214Weighted average total debt balance
    
    $
    10,774,878
    
    
    $
    8,639,652Weighted average interest rate
    
    
    3.3
    %
    
    
    6.1
    %
  46




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##### Table of Contents



Other Factors Effecting Earnings
   Liquidity and Capital Resources
 Cash Flows  Summary
  Nine Months Ended September 30,2009
    
    
    2008(In thousands)Net cash generated from operating activities
    
    $
    532,419
    
    
    $
    217,143Investing cash flows:Capital expenditures
    
    
    (1,539,078
    )
    
    
    (2,908,396
    )Change in restricted cash
    
    
    (35,394
    )
    
    
    174,297Proceeds from disposal of property and equipment
    
    
    3,894
    
    
    
    Net cash used in investing activities
    
    
    (1,570,578
    )
    
    
    (2,734,099
    )Financing cash flows:Dividends paid to preferred stockholders
    
    
    (71,347
    )
    
    
    Proceeds from convertible senior notes from related party
    
    
    
    
    
    
    475,000Proceeds from long term-debt
    
    
    1,434,874
    
    
    
    4,002,320Repayments of long-term debt
    
    
    (227,325
    )
    
    
    (1,713,098
    )Other
    
    
    (44,731
    )
    
    
    159,840Net cash generated from financing activities
    
    
    1,091,471
    
    
    
    2,924,062Effect of exchange rate on cash
    
    
    370
    
    
    
    11,719Net increase in cash and cash equivalents
    
    $
    53,682
    
    
    $
    418,825
 Cash Flows  Operating Activities
  47




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##### Table of Contents



Cash Flows  Investing Activities
  Cash Flows  Financing Activities
  Development Financing Strategy
     48




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##### Table of Contents



Aggregate Indebtedness and Other Known Contractual Obligations
  Restrictions on Distributions
  Inflation
  Special Note Regarding Forward-Looking Statements
  49




---



##### Table of Contents




    
    our substantial leverage, debt service and debt covenant compliance (including
sensitivity to fluctuations in interest rates and other capital markets trends);
    
    recent disruptions in the global financing markets and our ability to obtain sufficient
funding for our current and future developments, including our Cotai Strip, Pennsylvania,
Singapore and Las Vegas developments;
    
    the expected proceeds to be generated from a potential sale of a minority interest in
certain of our Macau operations:
    
    general economic and business conditions which may impact levels of disposable income,
consumer spending, pricing of hotel rooms and retail and mall sales;
    
    the impact of the suspensions of certain of our development projects and our ability to
meet certain development deadlines, including Macau and Singapore;
    
    the uncertainty of tourist behavior related to spending and vacationing at casino-resorts
in Las Vegas and Macau;
    
    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 in Las Vegas, Pennsylvania and Macau for all of our cash
flow;
    
    the expected annualized savings and enhanced operating leverage to be generated from our
cost-cutting measures may not be fully realized;
    
    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, Sands Bethlehem and the St. Regis Residences;
    
    the passage of new legislation and receipt of governmental approvals for our proposed
developments in Macau, Singapore and other jurisdictions where we are planning to operate;
    
    our insurance coverage, including the risk that we have not obtained sufficient coverage
against acts of terrorism or will only be able to obtain additional coverage at
significantly increased rates;
    
    disruptions or reductions in travel due to conflicts in Iraq and any future terrorist
incidents;
    
    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 and additional construction in Las Vegas, 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 and Macau;
    
    the popularity of Las Vegas and Macau as convention and trade show destinations;
    
    new taxes, changes to existing tax rates or proposed changes in tax legislation;
    
    our ability to maintain our Macau gaming subconcession and Singapore gaming concession;
    
    the completion of infrastructure projects in Macau and Singapore;
 50




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##### Table of Contents




    
    increased competition and other planned construction projects in Macau and Singapore; and
    
    the outcome of any ongoing and future litigation.
  
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fair2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    Value(1)(Dollars in millions)LIABILITIESLong-term debtFixed rate
    
    $
    1.7
    
    
    $
    1.7
    
    
    $
    1.6
    
    
    $
    1.6
    
    
    $
    601.5
    
    
    $
    267.0
    
    
    $
    875.1
    
    
    $
    849.8Average interest rate(2)
    
    
    7.5
    %
    
    
    7.5
    %
    
    
    7.5
    %
    
    
    7.5
    %
    
    
    15.0
    %
    
    
    6.4
    %
    
    
    12.3
    %Variable rate
    
    $
    158.2
    
    
    $
    1,278.9
    
    
    $
    2,173.4
    
    
    $
    2,118.4
    
    
    $
    3,772.3
    
    
    $
    1,389.3
    
    
    $
    10,890.5
    
    
    $
    9,860.2Average interest rate(2)
    
    
    3.3
    %
    
    
    4.7
    %
    
    
    3.7
    %
    
    
    4.5
    %
    
    
    2.1
    %
    
    
    2.7
    %
    
    
    3.3
    %ASSETSCap agreements(3)
    
    $
    
    
    
    $
    0.3
    
    
    $
    3.3
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3.6
    
    
    $
    3.6
 
 (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 Singapore SWAP Offer Rate for
variable-rate indebtedness. Based on variable-rate debt levels as
of September 30, 2009, an assumed 100 basis point change in
LIBOR, HIBOR and Singapore SWAP Offer Rate would cause our annual
interest cost to change approximately $109.3 million.(3)
    
    As of September 30, 2009, we have 22 interest rate cap agreements
with an aggregate fair value of approximately $3.6 million based
on quoted market values from the institutions holding the
agreements.  51




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##### Table of Contents



ITEM 4  CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  
 Part II
OTHER INFORMATION
 
 ITEM 1  LEGAL PROCEEDINGS
  
 ITEM 1A  RISK FACTORS
  52




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##### Table of Contents



Proposed changes in U.S. tax legislation could impact the Companys financial condition and results
of operations.
  
 ITEM 5  OTHER MATTERS
 Transaction with an Executive Officer
  Aircraft Agreements
     53




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##### Table of Contents



LAS VEGAS SANDS CORP.
 
 ITEM 6  EXHIBITS
 List of Exhibits
 Exhibit No.
    
    Description of Document10.1
    
    Amendment to Employment Agreement, effective as of October 1, 2009, between Las Vegas Sands Corp. and
Michael Quartieri.10.2
    
    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.10.3
    
    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.10.4
    
    Aircraft Cost Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Las Vegas Sands Corp. and Interface Operations, LLC.10.5
    
    Aircraft Cost Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations, LLC and Las Vegas Sands Corp.10.6
    
    Aircraft Cost Allocation Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations Bermuda, LTD and Las Vegas Sands Corp.10.7
    
    Second Amendment, 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.10.8
    
    Trust Deed made on 4 September 2009 between Venetian Venture Development Intermediate II and Citicorp
International Limited.10.9
    
    Paying, Exchange and Transfer Agency Agreement made on September 4, 2009 between Venetian Venture
Development Intermediate II, Citibank, N.A., London Branch, Citigroup Global Markets Deutschland, AG,
& KO. KGaA and Citicorp International Limited.10.10
    
    Deed of Subordination made on September 4, 2009 between Citicorp International Limited, the
Subordinated Creditors party thereto and Venetian Venture Development Intermediate II, Venetian
Venture Intermediate Development Intermediate Limited, Venetian Macau Limited, Venetian Cotai Limited,
VML US Finance LLC, Venetian Macau Finance Company, Sands China Ltd., Cotai Ferry Company Limited,
Venetian Orient Limited, Venetian Travel Limited and Venetian Retail Limited.10.11
    
    Placing Agreement made as of September 1, 2009 between Venetian Venture Development Intermediate II
and Goldman Sachs (Asia) L.L.C.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.
 54




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##### Table of Contents



LAS VEGAS SANDS CORP.
 
 SIGNATURES
  LAS VEGAS SANDS CORP.By:
    /s/ Sheldon G. AdelsonSheldon G. AdelsonChairman of the Board and
Chief Executive Officer  By:
    /s/ Kenneth J. KayKenneth J. KayChief Financial Officer  55




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##### Table of Contents



LAS VEGAS SANDS CORP.
 EXHIBIT INDEX
 Exhibit No.
    
    Description of Document10.1
    
    Amendment to Employment Agreement, effective as of October 1, 2009, between Las Vegas Sands Corp. and
Michael Quartieri.10.2
    
    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.10.3
    
    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.10.4
    
    Aircraft Cost Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Las Vegas Sands Corp. and Interface Operations, LLC.10.5
    
    Aircraft Cost Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations, LLC and Las Vegas Sands Corp.10.6
    
    Aircraft Cost Allocation Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations Bermuda, LTD and Las Vegas Sands Corp.10.7
    
    Second Amendment, 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.10.8
    
    Trust Deed made on 4 September 2009 between Venetian Venture Development Intermediate II and Citicorp
International Limited.10.9
    
    Paying, Exchange and Transfer Agency Agreement made on September 4, 2009 between Venetian Venture
Development Intermediate II, Citibank, N.A., London Branch, Citigroup Global Markets Deutschland, AG,
& KO. KGaA and Citicorp International Limited.10.10
    
    Deed of Subordination made on September 4, 2009 between Citicorp International Limited, the
Subordinated Creditors party thereto and Venetian Venture Development Intermediate II, Venetian
Venture Intermediate Development Intermediate Limited, Venetian Macau Limited, Venetian Cotai Limited,
VML US Finance LLC, Venetian Macau Finance Company, Sands China Ltd., Cotai Ferry Company Limited,
Venetian Orient Limited, Venetian Travel Limited and Venetian Retail Limited.10.11
    
    Placing Agreement made as of September 1, 2009 between Venetian Venture Development Intermediate II
and Goldman Sachs (Asia) L.L.C.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.
 56