##### 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 March 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-32373
 LAS VEGAS SANDS CORP.
 (Exact name of registration as specified in its charter)
 Nevada(State or other jurisdiction of 
incorporation or organization)
    
    27-0099920(I.R.S. Employer
Identification No.)3355 Las Vegas Boulevard South 
Las Vegas, Nevada(Address of principal executive offices)
    
    89109(Zip Code)
 (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
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at April 30, 2010Common Stock ($0.001 par value)
    
    660,337,124 shares




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##### 



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 Table of Contents
 PART IFINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
    
    
    3Condensed Consolidated Balance Sheets at March 31, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Equity and Comprehensive Income (Loss) for the Three Months
Ended March 31, 2010 and 2009
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    41Item 4. Controls and Procedures
    
    
    42PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    42Item 1A. Risk Factors
    
    
    42Item 6. Exhibits
    
    
    43SignaturesExhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



ITEM 1
    
    FINANCIAL STATEMENTS
 LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2010
    
    
    2009(In thousands, except shareand per share data)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,751,845
    
    
    $
    4,955,416Restricted cash
    
    
    297,329
    
    
    
    118,641Investments
    
    
    173,868
    
    
    
    Accounts receivable, net
    
    
    436,074
    
    
    
    460,766Inventories
    
    
    24,922
    
    
    
    27,073Deferred income taxes, net
    
    
    28,776
    
    
    
    26,442Prepaid expenses and other
    
    
    43,744
    
    
    
    35,336Total current assets
    
    
    4,756,558
    
    
    
    5,623,674Property and equipment, net
    
    
    13,736,138
    
    
    
    13,351,271Deferred financing costs, net
    
    
    128,855
    
    
    
    138,454Restricted cash
    
    
    4,245
    
    
    
    Deferred income taxes, net
    
    
    22,989
    
    
    
    22,219Leasehold interests in land, net
    
    
    1,217,995
    
    
    
    1,209,820Other assets, net
    
    
    226,678
    
    
    
    226,668Total assets
    
    $
    20,093,458
    
    
    $
    20,572,106LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    86,829
    
    
    $
    82,695Construction payables
    
    
    773,252
    
    
    
    778,771Accrued interest payable
    
    
    16,592
    
    
    
    18,332Other accrued liabilities
    
    
    825,651
    
    
    
    786,192Income taxes payable
    
    
    7,033
    
    
    
    Current maturities of long-term debt
    
    
    286,819
    
    
    
    173,315Total current liabilities
    
    
    1,996,176
    
    
    
    1,839,305Other long-term liabilities
    
    
    87,404
    
    
    
    81,959Deferred proceeds from sale of The Shoppes at The Palazzo
    
    
    243,928
    
    
    
    243,928Deferred gain on sale of The Grand Canal Shoppes
    
    
    53,406
    
    
    
    54,272Deferred rent from mall transactions
    
    
    148,650
    
    
    
    149,074Long-term debt
    
    
    10,174,574
    
    
    
    10,852,147Total liabilities
    
    
    12,704,138
    
    
    
    13,220,685Preferred stock, $0.001 par value, issued to Principal
Stockholders family, 5,250,000 shares issued and
outstanding, after allocation of fair value of attached
warrants, aggregate redemption/liquidation value of
$577,500
    
    
    433,970
    
    
    
    410,834Commitments and contingencies (Note 10)Equity:Preferred stock, $0.001 par value, 50,000,000 shares
authorized, 4,089,999 shares issued and outstanding
with warrants to purchase up to 68,166,786 shares of
common stock
    
    
    234,607
    
    
    
    234,607Common stock, $0.001 par value, 1,000,000,000 shares
authorized, 660,337,124 and 660,322,749 shares issued
and outstanding
    
    
    660
    
    
    
    660Capital in excess of par value
    
    
    5,129,757
    
    
    
    5,114,851Accumulated other comprehensive income
    
    
    25,871
    
    
    
    26,748Retained earnings
    
    
    444,928
    
    
    
    473,833Total Las Vegas Sands Corp. stockholders equity
    
    
    5,835,823
    
    
    
    5,850,699Noncontrolling interests
    
    
    1,119,527
    
    
    
    1,089,888Total equity
    
    
    6,955,350
    
    
    
    6,940,587Total liabilities and equity
    
    $
    20,093,458
    
    
    $
    20,572,106
   3




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 Three Months EndedMarch 31,2010
    
    
    2009(In thousands, except shareand per share data)(Unaudited)Revenues:Casino
    
    $
    1,061,770
    
    
    $
    797,925Rooms
    
    
    180,782
    
    
    
    174,388Food and beverage
    
    
    92,079
    
    
    
    87,308Convention, retail and other
    
    
    108,215
    
    
    
    113,4871,442,846
    
    
    
    1,173,108Less-promotional allowances
    
    
    (107,958
    )
    
    
    (94,046
    )Net revenues
    
    
    1,334,888
    
    
    
    1,079,062Operating expenses:Casino
    
    
    694,635
    
    
    
    548,897Rooms
    
    
    29,654
    
    
    
    33,767Food and beverage
    
    
    44,303
    
    
    
    42,642Convention, retail and other
    
    
    58,404
    
    
    
    59,243Provision for doubtful accounts
    
    
    16,442
    
    
    
    21,010General and administrative
    
    
    126,259
    
    
    
    121,303Corporate expense
    
    
    23,476
    
    
    
    23,424Rental expense
    
    
    8,698
    
    
    
    7,929Pre-opening expense
    
    
    37,459
    
    
    
    44,934Development expense
    
    
    157
    
    
    
    254Depreciation and amortization
    
    
    153,089
    
    
    
    139,249Loss on disposal of assets
    
    
    492
    
    
    
    1311,193,068
    
    
    
    1,042,783Operating income
    
    
    141,820
    
    
    
    36,279Other income (expense):Interest income
    
    
    1,633
    
    
    
    5,549Interest expense, net of amounts capitalized
    
    
    (78,165
    )
    
    
    (71,118
    )Other expense
    
    
    (6,448
    )
    
    
    (5,743
    )Gain on early retirement of debt
    
    
    2,176
    
    
    
    Income (loss) before income taxes
    
    
    61,016
    
    
    
    (35,033
    )Income tax expense
    
    
    (13,202
    )
    
    
    (813
    )Net income (loss)
    
    
    47,814
    
    
    
    (35,846
    )Net (income) loss attributable to noncontrolling interests
    
    
    (30,233
    )
    
    
    1,240Net income (loss) attributable to Las Vegas Sands Corp.
    
    
    17,581
    
    
    
    (34,606
    )Preferred stock dividends
    
    
    (23,350
    )
    
    
    (23,154
    )Accretion to redemption value of preferred stock issued to Principal Stockholders family
    
    
    (23,136
    )
    
    
    (23,136
    )Net loss attributable to common stockholders
    
    $
    (28,905
    )
    
    $
    (80,896
    )Basic and diluted loss per share
    
    $
    (0.04
    )
    
    $
    (0.12
    )Basic and diluted weighted average shares outstanding
    
    
    660,280,641
    
    
    
    647,802,932
   4




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Equity and Comprehensive Income (Loss)
 Las Vegas Sands Corp. Stockholders EquityAccumulatedOtherCapital in
    
    
    Comprehensive
    
    
    
    
    
    
    TotalPreferred
    
    
    Common
    
    
    Treasury
    
    
    Excess of
    
    
    Income
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingStock
    
    
    Stock
    
    
    Stock
    
    
    Par Value
    
    
    (Loss)
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Interests
    
    
    Total(In thousands)(Unaudited)Balance at January 1, 2009
    
    $
    298,066
    
    
    $
    642
    
    
    $
    
    
    
    $
    3,090,292
    
    
    $
    17,554
    
    
    $
    1,015,554
    
    
    
    
    
    
    $
    3,073
    
    
    $
    4,425,181Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,606
    )
    
    
    (34,606
    )
    
    
    (1,240
    )
    
    
    (35,846
    )Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,026
    )
    
    
    
    
    
    
    (21,026
    )
    
    
    
    
    
    
    (21,026
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,632
    )
    
    
    (1,240
    )
    
    
    (56,872
    )Tax shortfall from
stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,216
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,216
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,223
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,223Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Warrants exercised and
settled with preferred
stock
    
    
    (47,271
    )
    
    
    14
    
    
    
    
    
    
    
    47,257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution from
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    41Dividends declared, net
of amounts previously
accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,619
    )
    
    
    
    
    
    
    
    
    
    
    (17,619
    )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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,136
    )
    
    
    
    
    
    
    
    
    
    
    (23,136
    )Balance at March 31, 2009
    
    $
    250,795
    
    
    $
    656
    
    
    $
    (13
    )
    
    $
    3,148,556
    
    
    $
    (3,472
    )
    
    $
    933,339
    
    
    
    
    
    
    $
    1,874
    
    
    $
    4,331,735Balance at January 1, 2010
    
    $
    234,607
    
    
    $
    660
    
    
    $
    
    
    
    $
    5,114,851
    
    
    $
    26,748
    
    
    $
    473,833
    
    
    
    
    
    
    $
    1,089,888
    
    
    $
    6,940,587Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,581
    
    
    
    17,581
    
    
    
    30,233
    
    
    
    47,814Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (877
    )
    
    
    
    
    
    
    (877
    )
    
    
    (1,447
    )
    
    
    (2,324
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,704
    
    
    
    28,786
    
    
    
    45,490Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73Tax shortfall from
stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    853
    
    
    
    15,823Deemed contribution from
Principal Stockholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58Dividends declared, net
of amounts previously
accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,496
    )
    
    
    
    
    
    
    
    
    
    
    (16,496
    )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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,136
    )
    
    
    
    
    
    
    
    
    
    
    (23,136
    )Balance at March 31, 2010
    
    $
    234,607
    
    
    $
    660
    
    
    $
    
    
    
    $
    5,129,757
    
    
    $
    25,871
    
    
    $
    444,928
    
    
    
    
    
    
    $
    1,119,527
    
    
    $
    6,955,350
   5




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 Three Months EndedMarch 31,2010
    
    
    2009(In thousands)(Unaudited)Cash flows from operating activities:Net income (loss)
    
    $
    47,814
    
    
    $
    (35,846
    )Adjustments to reconcile net income (loss) to net cash generated from operating activities:Depreciation and amortization
    
    
    153,089
    
    
    
    139,249Amortization of leasehold interests in land included in rental expense
    
    
    8,698
    
    
    
    6,490Amortization of deferred financing costs and original issue discount
    
    
    7,809
    
    
    
    8,940Amortization of deferred gain and rent
    
    
    (1,290
    )
    
    
    (1,291
    )Gain on early retirement of debt
    
    
    (2,176
    )
    
    
    Loss on disposal of assets
    
    
    492
    
    
    
    131Stock-based compensation expense
    
    
    15,093
    
    
    
    11,596Provision for doubtful accounts
    
    
    16,442
    
    
    
    21,010Foreign exchange (gain) loss
    
    
    (3,198
    )
    
    
    363Deferred income taxes
    
    
    4,965
    
    
    
    12,405Non-cash contribution from Principal Stockholder included in corporate expense
    
    
    58
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    8,070
    
    
    
    17,237Inventories
    
    
    2,139
    
    
    
    1,650Prepaid expenses and other
    
    
    (8,050
    )
    
    
    (39,690
    )Leasehold interests in land
    
    
    (13,891
    )
    
    
    (309
    )Accounts payable
    
    
    4,164
    
    
    
    (2,719
    )Accrued interest payable
    
    
    (1,784
    )
    
    
    (6,943
    )Income taxes payable
    
    
    7,033
    
    
    
    Other accrued liabilities
    
    
    37,317
    
    
    
    13,442Net cash generated from operating activities
    
    
    282,794
    
    
    
    145,715Cash flows from investing activities:Changes in restricted cash
    
    
    (182,575
    )
    
    
    90,140Capital expenditures
    
    
    (538,201
    )
    
    
    (523,841
    )Proceeds from disposal of property and equipment
    
    
    2,311
    
    
    
    Purchases of investments
    
    
    (173,978
    )
    
    
    Net cash used in investing activities
    
    
    (892,443
    )
    
    
    (433,701
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    73
    
    
    
    Dividends paid to preferred stockholders
    
    
    (23,350
    )
    
    
    (24,473
    )Purchase of treasury stock
    
    
    
    
    
    
    (13
    )Proceeds from long-term debt (Note 4)
    
    
    272,056
    
    
    
    177,429Repayments on long-term debt (Note 4)
    
    
    (847,326
    )
    
    
    (144,575
    )Contribution from noncontrolling interest
    
    
    
    
    
    
    41Payments of deferred financing costs
    
    
    (821
    )
    
    
    Net cash generated from (used in) financing activities
    
    
    (599,368
    )
    
    
    8,409Effect of exchange rate on cash
    
    
    5,446
    
    
    
    (114
    )Decrease in cash and cash equivalents
    
    
    (1,203,571
    )
    
    
    (279,691
    )Cash and cash equivalents at beginning of period
    
    
    4,955,416
    
    
    
    3,038,163Cash and cash equivalents at end of period
    
    $
    3,751,845
    
    
    $
    2,758,472Supplemental disclosure of cash flow information:Cash payments for interest, net of amounts capitalized
    
    $
    72,149
    
    
    $
    70,776Cash payments for taxes, net of refunds
    
    $
    120
    
    
    $
    600Changes in construction payables
    
    $
    (5,519
    )
    
    $
    (51,950
    )Non-cash investing and financing activities:Capitalized stock-based compensation costs
    
    $
    730
    
    
    $
    627Property and equipment acquired under capital lease
    
    $
    773
    
    
    $
    Accumulated but undeclared dividend requirement on preferred stock issued to Principal
Stockholders family
    
    $
    6,854
    
    
    $
    6,854Accretion to redemption value of preferred stock issued to Principal Stockholders family
    
    $
    23,136
    
    
    $
    23,136Warrants exercised and settled through tendering of preferred stock
    
    $
    
    
    
    $
    47,271
   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
   Operations
 United States
 Las Vegas
  Pennsylvania
    7




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Macau
   TM
 TM
 Development Projects
  United States
   8




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
  Revision
  NOTE 2  INVESTMENTS
  NOTE 3  PROPERTY AND EQUIPMENT, NET
  March 31,
    
    
    December 31,2010
    
    
    2009Land and improvements
    
    $
    369,406
    
    
    $
    353,791Building and improvements
    
    
    6,904,088
    
    
    
    6,898,071Furniture, fixtures, equipment and leasehold improvements
    
    
    1,711,730
    
    
    
    1,703,792Transportation
    
    
    403,736
    
    
    
    403,256Construction in progress
    
    
    6,151,186
    
    
    
    5,647,98615,540,146
    
    
    
    15,006,896Less  accumulated depreciation and amortization
    
    
    (1,804,008
    )
    
    
    (1,655,625
    )$
    13,736,138
    
    
    $
    13,351,271
  March 31,
    
    
    December 31,2010
    
    
    2009Marina Bay Sands
    
    $
    3,610,227
    
    
    $
    3,119,935Other Macau Development Projects (principally Cotai Strip parcels 5 and 6)
    
    
    1,930,405
    
    
    
    1,915,587Four Seasons Macao (principally the Four Seasons Apartments)
    
    
    326,896
    
    
    
    328,300Sands Bethlehem
    
    
    86,507
    
    
    
    85,159Other
    
    
    197,151
    
    
    
    199,005$
    6,151,186
    
    
    $
    5,647,986
    12




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
    NOTE 4  LONG-TERM DEBT
  March 31,
    
    
    December 31,2010
    
    
    2009Corporate and U.S. Related:Senior Secured Credit Facility  Term B
    
    $
    2,917,500
    
    
    $
    2,925,000Senior Secured Credit Facility  Delayed Draws I and II
    
    
    984,500
    
    
    
    987,000Senior Secured Credit Facility  Revolving
    
    
    
    
    
    
    775,8606.375% Senior Notes (net of original issue discount of $977 and $1,164, respectively)
    
    
    216,338
    
    
    
    248,836FF&E Facility
    
    
    100,200
    
    
    
    108,550Airplane Financings
    
    
    81,188
    
    
    
    82,110HVAC Equipment Lease
    
    
    24,280
    
    
    
    24,717Other
    
    
    4,550
    
    
    
    4,778Macau Related:Macau Credit Facility  Term B
    
    
    1,497,289
    
    
    
    1,501,789Macau Credit Facility  Term B Delayed
    
    
    582,279
    
    
    
    584,029Macau Credit Facility  Revolving
    
    
    479,640
    
    
    
    479,640Macau Credit Facility  Local Term
    
    
    61,336
    
    
    
    67,697Ferry Financing
    
    
    201,725
    
    
    
    210,762Other
    
    
    11,424
    
    
    
    11,016Singapore Related:Singapore Credit Facility
    
    
    3,298,866
    
    
    
    3,013,678Other
    
    
    278
    
    
    
    10,461,393
    
    
    
    11,025,462Less  current maturities
    
    
    (286,819
    )
    
    
    (173,315
    )Total long-term debt
    
    $
    10,174,574
    
    
    $
    10,852,147
 Senior Secured Credit Facility
  Senior Notes
   13




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Macau Credit Facility
  Singapore Credit Facility
  Cash Flows from Financing Activities
  Three Months EndedMarch 31,2010
    
    
    2009Proceeds from Singapore Credit Facility
    
    $
    272,056
    
    
    $
    171,026Proceeds from Ferry Financing
    
    
    
    
    
    
    6,403$
    272,056
    
    
    $
    177,429Repayments on Senior Secured Credit Facility
    
    $
    (785,860
    )
    
    $
    (10,000
    )Repayments on Macau Credit Facility
    
    
    (12,525
    )
    
    
    (125,000
    )Repayments on Senior Notes
    
    
    (30,156
    )
    
    
    Repayments on Ferry Financing
    
    
    (8,762
    )
    
    
    Repayments on Airplane Financings
    
    
    (922
    )
    
    
    (922
    )Repayments on HVAC Equipment Lease
    
    
    (437
    )
    
    
    Repayments on FF&E Facility and Other Long-Term Debt
    
    
    (8,664
    )
    
    
    (8,653
    )$
    (847,326
    )
    
    $
    (144,575
    )
 Fair Value of Long-Term Debt
  NOTE 5  EQUITY AND LOSS PER SHARE
 Preferred Stock and Warrants
  Preferred StockDividends Paid to
    
    
    Preferred Stock
    
    
    TotalBoard of Directors
    
    
    
    
    
    Principal
    
    
    Dividends Paid to
    
    
    Preferred StockDeclaration Date
    
    Payment Date
    
    
    Stockholders Family
    
    
    Public Holders
    
    
    Dividends PaidFebruary 5, 2009
    
    February 17, 2009
    
    $
    13,125
    
    
    $
    11,348
    
    
    $
    24,473February 5, 2010
    
    February 16, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350May 4, 2010
    
    May 17, 2010
    
    
    13,125
    
    
    
    10,225
    
    
    
    23,350
   14




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Loss Per Share
  Three Months EndedMarch 31,2010
    
    
    2009Weighted-average common shares outstanding (used in the calculation of basic loss per share)
    
    
    660,280,641
    
    
    
    647,802,932Potential dilution from stock options, restricted stock and warrants
    
    
    
    
    
    
    Weighted-average common and common equivalent shares (used in the calculation of diluted loss
per share)
    
    
    660,280,641
    
    
    
    647,802,932Antidilutive stock options, restricted stock and warrants excluded from the calculation of
diluted loss per share
    
    
    172,467,803
    
    
    
    176,057,087
 NOTE 6  VARIABLE INTEREST ENTITIES
    NOTE 7  INCOME TAXES
     15




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 8  STOCK-BASED EMPLOYEE COMPENSATION
 Sands China Ltd. Equity Award Plan
   Stock-Based Compensation Activity
  Three Months EndedMarch 31,2010
    
    
    2009Compensation expense:Stock options
    
    $
    14,968
    
    
    $
    11,097Restricted shares
    
    
    125
    
    
    
    499$
    15,093
    
    
    $
    11,596Compensation cost capitalized as part of property and equipment
    
    $
    730
    
    
    $
    627LVSC 2004 Plan:Stock options granted
    
    
    2,046
    
    
    
    5,599Weighted average grant date fair value
    
    $
    10.66
    
    
    $
    1.74Restricted shares granted
    
    
    
    
    
    
    29Weighted average grant date fair value
    
    $
    
    
    
    $
    4.67SCL Equity Plan:Stock options granted
    
    
    17,876
    
    
    
    Weighted average grant date fair value
    
    $
    1.06
    
    
    $
    
  Three Months EndedMarch 31,2010
    
    
    2009LVSC 2004 Plan:Weighted average volatility
    
    
    97.8
    %
    
    
    74.1
    %Expected term (in years)
    
    
    4.4
    
    
    
    4.7Risk-free rate
    
    
    2.9
    %
    
    
    2.7
    %Expected dividends
    
    
    
    
    
    
    SCL Equity Plan:Weighted average volatility
    
    
    73.6
    %
    
    
    Expected term (in years)
    
    
    6.3
    
    
    
    Risk-free rate
    
    
    2.0
    %
    
    
    Expected dividends
    
    
    
    
    
    
    
  16




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 9  FAIR VALUE MEASUREMENTS
   Fair Value Measurements as of March 31, 2010 Using:Total Carrying
    
    
    Quoted Market
    
    
    Significant Other
    
    
    SignificantValue as of
    
    
    Prices in Active
    
    
    Observable Inputs
    
    
    Unobservable InputsMarch 31, 2010
    
    
    Markets (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash equivalents(1)
    
    $
    2,510,568
    
    
    $
    2,510,568
    
    
    $
    
    
    
    $
    Interest rate caps(2)
    
    $
    813
    
    
    $
    
    
    
    $
    813
    
    
    $
    
 
 (1)
    
    The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.(2)
    
    The Company has 29 interest rate cap agreements with an aggregate fair value of approximately $0.8 million, based on
quoted market values from the institutions holding the agreements as of March 31, 2010. NOTE 10  COMMITMENTS AND CONTINGENCIES
 Litigation
  Macau Operations
   17




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
   China Matters
  Singapore Development Project
   Other Agreements
   18




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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 11  SEGMENT INFORMATION
  Three Months EndedMarch 31,2010
    
    
    2009Revenues:Macau:The Venetian Macao
    
    $
    549,695
    
    
    $
    484,100Sands Macao
    
    
    283,806
    
    
    
    224,412Four Seasons Macao
    
    
    102,344
    
    
    
    46,991Other Asia
    
    
    24,172
    
    
    
    23,929960,017
    
    
    
    779,432United States:Las Vegas Operating Properties
    
    
    325,510
    
    
    
    318,638Sands Bethlehem
    
    
    67,241
    
    
    
    392,751
    
    
    
    318,638Intersegment eliminations
    
    
    (17,880
    )
    
    
    (19,008
    )Net revenues
    
    $
    1,334,888
    
    
    $
    1,079,062Adjusted Property EBITDA (1)Macau:The Venetian Macao
    
    $
    169,915
    
    
    $
    121,486Sands Macao
    
    
    69,761
    
    
    
    50,358Four Seasons Macao
    
    
    19,495
    
    
    
    4,368Other Asia
    
    
    (4,432
    )
    
    
    (6,010
    )254,739
    
    
    
    170,202United States:Las Vegas Operating Properties
    
    
    105,292
    
    
    
    89,774Sands Bethlehem
    
    
    10,968
    
    
    
    116,260
    
    
    
    89,774Total adjusted property EBITDA
    
    
    370,999
    
    
    
    259,976Other Operating Costs and ExpensesStock-based compensation expense
    
    
    (5,808
    )
    
    
    (7,776
    )Corporate expense
    
    
    (23,476
    )
    
    
    (23,424
    )Rental expense
    
    
    (8,698
    )
    
    
    (7,929
    )Pre-opening expense
    
    
    (37,459
    )
    
    
    (44,934
    )Development expense
    
    
    (157
    )
    
    
    (254
    )Depreciation and amortization
    
    
    (153,089
    )
    
    
    (139,249
    )Loss on disposal of assets
    
    
    (492
    )
    
    
    (131
    )Operating income
    
    
    141,820
    
    
    
    36,279Other Non-Operating Costs and ExpensesInterest income
    
    
    1,633
    
    
    
    5,549Interest expense, net of amounts capitalized
    
    
    (78,165
    )
    
    
    (71,118
    )Other expense
    
    
    (6,448
    )
    
    
    (5,743
    )Gain on early retirement of debt
    
    
    2,176
    
    
    
    Income tax expense
    
    
    (13,202
    )
    
    
    (813
    )Net (income) loss attributable to noncontrolling interests
    
    
    (30,233
    )
    
    
    1,240Net income (loss) attributable to Las Vegas Sands Corp.
    
    $
    17,581
    
    
    $
    (34,606
    )
 (1)
    
    Adjusted property EBITDA is net income (loss) attributable to Las Vegas Sands Corp. before
stock-based compensation expense, corporate expense, rental expense, pre-opening expense,
development expense, depreciation and amortization, loss on disposal of assets, interest,
other expense, gain on early retirement of debt, income taxes and net (income) loss
attributable to noncontrolling
interests. Adjusted property EBITDA is used by management as the primary measure of operating
performance of the Companys properties and to compare the operating performance of the Companys
properties with that of its competitors.  19




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Three Months EndedMarch 31,2010
    
    
    2009Intersegment Revenues:Macau:The Venetian Macao
    
    $
    2,413
    
    
    $
    447Other Asia
    
    
    13,826
    
    
    
    17,42716,239
    
    
    
    17,874United States:Las Vegas Operating Properties
    
    
    1,641
    
    
    
    1,134Total intersegment revenues
    
    $
    17,880
    
    
    $
    19,008
 Three Months EndedMarch 31,2010
    
    
    2009Capital ExpendituresCorporate and Other
    
    $
    8,009
    
    
    $
    23,772Macau:The Venetian Macao
    
    
    5,867
    
    
    
    2,662Sands Macao
    
    
    654
    
    
    
    3,503Four Seasons Macao
    
    
    11,636
    
    
    
    61,801Other Asia
    
    
    1,784
    
    
    
    9,216Other Development Projects
    
    
    27,798
    
    
    
    39,64047,739
    
    
    
    116,822United States:Las Vegas Operating Properties
    
    
    4,631
    
    
    
    33,732Sands Bethlehem
    
    
    11,259
    
    
    
    86,81015,890
    
    
    
    120,542Singapore
    
    
    466,563
    
    
    
    262,705Total capital expenditures
    
    $
    538,201
    
    
    $
    523,841
 March 31,
    
    
    December 31,2010
    
    
    2009Total AssetsCorporate and Other
    
    $
    1,398,851
    
    
    $
    1,849,596Macau:The Venetian Macao
    
    
    2,829,052
    
    
    
    2,836,643Sands Macao
    
    
    508,045
    
    
    
    527,737Four Seasons Macao
    
    
    1,153,956
    
    
    
    1,151,028Other Asia
    
    
    328,589
    
    
    
    328,584Other Development Projects
    
    
    2,647,494
    
    
    
    2,085,9847,467,136
    
    
    
    6,929,976United States:Las Vegas Operating Properties
    
    
    5,830,109
    
    
    
    6,893,106Sands Bethlehem
    
    
    733,972
    
    
    
    737,0626,564,081
    
    
    
    7,630,168Singapore
    
    
    4,663,390
    
    
    
    4,162,366Total assets
    
    $
    20,093,458
    
    
    $
    20,572,106
 March 31,
    
    
    December 31,2010
    
    
    2009Total Long-Lived AssetsCorporate and Other
    
    $
    325,546
    
    
    $
    324,268Macau:The Venetian Macao
    
    
    2,286,328
    
    
    
    2,324,882Sands Macao
    
    
    341,353
    
    
    
    355,170Four Seasons Macao
    
    
    1,044,052
    
    
    
    1,047,201Other Asia
    
    
    274,608
    
    
    
    276,559Other Development Projects
    
    
    2,042,176
    
    
    
    2,022,8615,988,517
    
    
    
    6,026,673United States:Las Vegas Operating Properties
    
    
    3,583,316
    
    
    
    3,642,405Sands Bethlehem
    
    
    606,411
    
    
    
    610,8464,189,727
    
    
    
    4,253,251Singapore
    
    
    4,450,343
    
    
    
    3,956,899Total long-lived assets
    
    $
    14,954,133
    
    
    $
    14,561,091
  20




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 NOTE 12  CONDENSED CONSOLIDATING FINANCIAL INFORMATION
     21




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Condensed Consolidating Balance Sheets
March 31, 2010
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalCash and cash equivalents
    
    $
    426,721
    
    
    $
    2,028,645
    
    
    $
    1,296,479
    
    
    $
    
    
    
    $
    3,751,845Restricted cash
    
    
    
    
    
    
    2,709
    
    
    
    294,620
    
    
    
    
    
    
    
    297,329Investments
    
    
    
    
    
    
    
    
    
    
    173,868
    
    
    
    
    
    
    
    173,868Intercompany receivables
    
    
    
    
    
    
    70,754
    
    
    
    19,034
    
    
    
    (89,788
    )
    
    
    Accounts receivable, net
    
    
    
    
    
    
    169,589
    
    
    
    267,544
    
    
    
    (1,059
    )
    
    
    436,074Inventories
    
    
    1,824
    
    
    
    11,209
    
    
    
    11,889
    
    
    
    
    
    
    
    24,922Deferred income taxes, net
    
    
    
    
    
    
    28,364
    
    
    
    5,324
    
    
    
    (4,912
    )
    
    
    28,776Prepaid expenses and other
    
    
    3,821
    
    
    
    9,120
    
    
    
    30,803
    
    
    
    
    
    
    
    43,744Total current assets
    
    
    432,366
    
    
    
    2,320,390
    
    
    
    2,099,561
    
    
    
    (95,759
    )
    
    
    4,756,558Property and equipment, net
    
    
    142,043
    
    
    
    3,728,609
    
    
    
    9,865,486
    
    
    
    
    
    
    
    13,736,138Investments in subsidiaries
    
    
    6,023,856
    
    
    
    3,973,255
    
    
    
    
    
    
    
    (9,997,111
    )
    
    
    Deferred financing costs, net
    
    
    962
    
    
    
    34,612
    
    
    
    93,281
    
    
    
    
    
    
    
    128,855Restricted cash
    
    
    
    
    
    
    4,245
    
    
    
    
    
    
    
    
    
    
    
    4,245Intercompany receivables
    
    
    34,040
    
    
    
    76,182
    
    
    
    
    
    
    
    (110,222
    )
    
    
    Intercompany notes receivable
    
    
    
    
    
    
    543,163
    
    
    
    
    
    
    
    (543,163
    )
    
    
    Deferred income taxes, net
    
    
    52,784
    
    
    
    
    
    
    
    213
    
    
    
    (30,008
    )
    
    
    22,989Leasehold interests in land, net
    
    
    
    
    
    
    
    
    
    
    1,217,995
    
    
    
    
    
    
    
    1,217,995Other assets, net
    
    
    2,160
    
    
    
    33,703
    
    
    
    190,815
    
    
    
    
    
    
    
    226,678Total assets
    
    $
    6,688,211
    
    
    $
    10,714,159
    
    
    $
    13,467,351
    
    
    $
    (10,776,263
    )
    
    $
    20,093,458Accounts payable
    
    $
    3,494
    
    
    $
    24,395
    
    
    $
    59,999
    
    
    $
    (1,059
    )
    
    $
    86,829Construction payables
    
    
    
    
    
    
    2,709
    
    
    
    770,543
    
    
    
    
    
    
    
    773,252Intercompany payables
    
    
    26,745
    
    
    
    
    
    
    
    63,043
    
    
    
    (89,788
    )
    
    
    Accrued interest payable
    
    
    1,779
    
    
    
    388
    
    
    
    14,425
    
    
    
    
    
    
    
    16,592Other accrued liabilities
    
    
    5,190
    
    
    
    157,925
    
    
    
    662,536
    
    
    
    
    
    
    
    825,651Income taxes payable
    
    
    6,889
    
    
    
    
    
    
    
    144
    
    
    
    
    
    
    
    7,033Deferred income taxes
    
    
    4,912
    
    
    
    
    
    
    
    
    
    
    
    (4,912
    )
    
    
    Current maturities of long-term debt
    
    
    3,688
    
    
    
    95,975
    
    
    
    187,156
    
    
    
    
    
    
    
    286,819Total current liabilities
    
    
    52,697
    
    
    
    281,392
    
    
    
    1,757,846
    
    
    
    (95,759
    )
    
    
    1,996,176Other long-term liabilities
    
    
    48,907
    
    
    
    11,122
    
    
    
    27,375
    
    
    
    
    
    
    
    87,404Intercompany payables
    
    
    22,976
    
    
    
    
    
    
    
    87,246
    
    
    
    (110,222
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    543,163
    
    
    
    (543,163
    )
    
    
    Deferred amounts related to mall transactions
    
    
    
    
    
    
    445,984
    
    
    
    
    
    
    
    
    
    
    
    445,984Deferred income taxes
    
    
    
    
    
    
    30,008
    
    
    
    
    
    
    
    (30,008
    )
    
    
    Long-term debt
    
    
    293,838
    
    
    
    3,930,505
    
    
    
    5,950,231
    
    
    
    
    
    
    
    10,174,574Total liabilities
    
    
    418,418
    
    
    
    4,699,011
    
    
    
    8,365,861
    
    
    
    (779,152
    )
    
    
    12,704,138Preferred stock issued to Principal Stockholders family
    
    
    433,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    433,970Total Las Vegas Sands Corp. stockholders equity
    
    
    5,835,823
    
    
    
    6,014,743
    
    
    
    3,982,368
    
    
    
    (9,997,111
    )
    
    
    5,835,823Noncontrolling interests
    
    
    
    
    
    
    405
    
    
    
    1,119,122
    
    
    
    
    
    
    
    1,119,527Total equity
    
    
    5,835,823
    
    
    
    6,015,148
    
    
    
    5,101,490
    
    
    
    (9,997,111
    )
    
    
    6,955,350Total liabilities and equity
    
    $
    6,688,211
    
    
    $
    10,714,159
    
    
    $
    13,467,351
    
    
    $
    (10,776,263
    )
    
    $
    20,093,458
  22




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Condensed Consolidating Balance Sheets
December 31, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalCash and cash equivalents
    
    $
    254,256
    
    
    $
    3,033,625
    
    
    $
    1,667,535
    
    
    $
    
    
    
    $
    4,955,416Restricted cash
    
    
    
    
    
    
    6,954
    
    
    
    111,687
    
    
    
    
    
    
    
    118,641Intercompany receivables
    
    
    
    
    
    
    101,485
    
    
    
    27,646
    
    
    
    (129,131
    )
    
    
    Accounts receivable, net
    
    
    727
    
    
    
    152,151
    
    
    
    309,547
    
    
    
    (1,659
    )
    
    
    460,766Inventories
    
    
    1,906
    
    
    
    12,332
    
    
    
    12,835
    
    
    
    
    
    
    
    27,073Deferred income taxes, net
    
    
    
    
    
    
    29,117
    
    
    
    1,992
    
    
    
    (4,667
    )
    
    
    26,442Prepaid expenses and other
    
    
    11,410
    
    
    
    5,251
    
    
    
    18,675
    
    
    
    
    
    
    
    35,336Total current assets
    
    
    268,299
    
    
    
    3,340,915
    
    
    
    2,149,917
    
    
    
    (135,457
    )
    
    
    5,623,674Property and equipment, net
    
    
    140,684
    
    
    
    3,786,061
    
    
    
    9,424,526
    
    
    
    
    
    
    
    13,351,271Investment in subsidiaries
    
    
    6,242,214
    
    
    
    4,117,915
    
    
    
    
    
    
    
    (10,360,129
    )
    
    
    Deferred financing costs, net
    
    
    1,095
    
    
    
    37,850
    
    
    
    99,509
    
    
    
    
    
    
    
    138,454Intercompany receivables
    
    
    34,029
    
    
    
    85,725
    
    
    
    
    
    
    
    (119,754
    )
    
    
    Intercompany notes receivable
    
    
    
    
    
    
    500,518
    
    
    
    
    
    
    
    (500,518
    )
    
    
    Deferred income taxes, net
    
    
    48,362
    
    
    
    
    
    
    
    243
    
    
    
    (26,386
    )
    
    
    22,219Leasehold interests in land, net
    
    
    
    
    
    
    
    
    
    
    1,209,820
    
    
    
    
    
    
    
    1,209,820Other assets, net
    
    
    2,338
    
    
    
    27,555
    
    
    
    196,775
    
    
    
    
    
    
    
    226,668Total assets
    
    $
    6,737,021
    
    
    $
    11,896,539
    
    
    $
    13,080,790
    
    
    $
    (11,142,244
    )
    
    $
    20,572,106Accounts payable
    
    $
    4,229
    
    
    $
    21,353
    
    
    $
    58,772
    
    
    $
    (1,659
    )
    
    $
    82,695Construction payables
    
    
    
    
    
    
    9,172
    
    
    
    769,599
    
    
    
    
    
    
    
    778,771Intercompany payables
    
    
    59,029
    
    
    
    
    
    
    
    70,102
    
    
    
    (129,131
    )
    
    
    Accrued interest payable
    
    
    6,074
    
    
    
    351
    
    
    
    11,907
    
    
    
    
    
    
    
    18,332Other accrued liabilities
    
    
    6,470
    
    
    
    170,706
    
    
    
    609,016
    
    
    
    
    
    
    
    786,192Deferred income taxes
    
    
    4,667
    
    
    
    
    
    
    
    
    
    
    
    (4,667
    )
    
    
    Current maturities of long-term debt
    
    
    3,688
    
    
    
    81,374
    
    
    
    88,253
    
    
    
    
    
    
    
    173,315Total current liabilities
    
    
    84,157
    
    
    
    282,956
    
    
    
    1,607,649
    
    
    
    (135,457
    )
    
    
    1,839,305Other long-term liabilities
    
    
    48,907
    
    
    
    10,621
    
    
    
    22,431
    
    
    
    
    
    
    
    81,959Intercompany payables
    
    
    15,166
    
    
    
    
    
    
    
    104,588
    
    
    
    (119,754
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    500,518
    
    
    
    (500,518
    )
    
    
    Deferred amounts related to mall transactions
    
    
    
    
    
    
    447,274
    
    
    
    
    
    
    
    
    
    
    
    447,274Deferred income taxes
    
    
    
    
    
    
    26,386
    
    
    
    
    
    
    
    (26,386
    )
    
    
    Long-term debt
    
    
    327,258
    
    
    
    4,739,753
    
    
    
    5,785,136
    
    
    
    
    
    
    
    10,852,147Total liabilities
    
    
    475,488
    
    
    
    5,506,990
    
    
    
    8,020,322
    
    
    
    (782,115
    )
    
    
    13,220,685Preferred stock issued to Principal Stockholders family
    
    
    410,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    410,834Total Las Vegas Sands Corp. stockholders equity
    
    
    5,850,699
    
    
    
    6,389,144
    
    
    
    3,970,985
    
    
    
    (10,360,129
    )
    
    
    5,850,699Noncontrolling interests
    
    
    
    
    
    
    405
    
    
    
    1,089,483
    
    
    
    
    
    
    
    1,089,888Total equity
    
    
    5,850,699
    
    
    
    6,389,549
    
    
    
    5,060,468
    
    
    
    (10,360,129
    )
    
    
    6,940,587Total liabilities and equity
    
    $
    6,737,021
    
    
    $
    11,896,539
    
    
    $
    13,080,790
    
    
    $
    (11,142,244
    )
    
    $
    20,572,106
  23




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Condensed Consolidating Statements of Operations
For the Three Months Ended March 31, 2010
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    155,345
    
    
    $
    906,425
    
    
    $
    
    
    
    $
    1,061,770Rooms
    
    
    
    
    
    
    120,067
    
    
    
    60,715
    
    
    
    
    
    
    
    180,782Food and beverage
    
    
    
    
    
    
    43,522
    
    
    
    48,557
    
    
    
    
    
    
    
    92,079Convention, retail and other
    
    
    
    
    
    
    51,022
    
    
    
    66,241
    
    
    
    (9,048
    )
    
    
    108,215
    
    
    
    369,956
    
    
    
    1,081,938
    
    
    
    (9,048
    )
    
    
    1,442,846Less  promotional allowances
    
    
    (132
    )
    
    
    (50,650
    )
    
    
    (56,485
    )
    
    
    (691
    )
    
    
    (107,958
    )Net revenues
    
    
    (132
    )
    
    
    319,306
    
    
    
    1,025,453
    
    
    
    (9,739
    )
    
    
    1,334,888Operating expenses:Casino
    
    
    
    
    
    
    86,652
    
    
    
    608,590
    
    
    
    (607
    )
    
    
    694,635Rooms
    
    
    
    
    
    
    23,211
    
    
    
    6,443
    
    
    
    
    
    
    
    29,654Food and beverage
    
    
    
    
    
    
    18,332
    
    
    
    27,599
    
    
    
    (1,628
    )
    
    
    44,303Convention, retail and other
    
    
    
    
    
    
    19,700
    
    
    
    40,938
    
    
    
    (2,234
    )
    
    
    58,404Provision for doubtful accounts
    
    
    
    
    
    
    8,340
    
    
    
    8,102
    
    
    
    
    
    
    
    16,442General and administrative
    
    
    
    
    
    
    56,575
    
    
    
    69,948
    
    
    
    (264
    )
    
    
    126,259Corporate expense
    
    
    20,271
    
    
    
    81
    
    
    
    8,124
    
    
    
    (5,000
    )
    
    
    23,476Rental expense
    
    
    
    
    
    
    
    
    
    
    8,698
    
    
    
    
    
    
    
    8,698Pre-opening expense
    
    
    178
    
    
    
    2
    
    
    
    37,285
    
    
    
    (6
    )
    
    
    37,459Development expense
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157Depreciation and amortization
    
    
    3,019
    
    
    
    58,459
    
    
    
    91,611
    
    
    
    
    
    
    
    153,089Loss on disposal of assets
    
    
    
    
    
    
    
    
    
    
    492
    
    
    
    
    
    
    
    49223,625
    
    
    
    271,352
    
    
    
    907,830
    
    
    
    (9,739
    )
    
    
    1,193,068Operating income (loss)
    
    
    (23,757
    )
    
    
    47,954
    
    
    
    117,623
    
    
    
    
    
    
    
    141,820Other income (expense):Interest income
    
    
    504
    
    
    
    20,278
    
    
    
    510
    
    
    
    (19,659
    )
    
    
    1,633Interest expense, net of amounts capitalized
    
    
    (4,278
    )
    
    
    (29,564
    )
    
    
    (63,982
    )
    
    
    19,659
    
    
    
    (78,165
    )Other expense
    
    
    
    
    
    
    (16
    )
    
    
    (6,432
    )
    
    
    
    
    
    
    (6,448
    )Gain (loss) on early retirement of debt
    
    
    2,397
    
    
    
    
    
    
    
    (221
    )
    
    
    
    
    
    
    2,176Income from equity investments in subsidiaries
    
    
    50,590
    
    
    
    25,556
    
    
    
    
    
    
    
    (76,146
    )
    
    
    Income before income taxes
    
    
    25,456
    
    
    
    64,208
    
    
    
    47,498
    
    
    
    (76,146
    )
    
    
    61,016Income tax benefit (expense)
    
    
    (7,875
    )
    
    
    (8,440
    )
    
    
    3,113
    
    
    
    
    
    
    
    (13,202
    )Net income
    
    
    17,581
    
    
    
    55,768
    
    
    
    50,611
    
    
    
    (76,146
    )
    
    
    47,814Net income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (30,233
    )
    
    
    
    
    
    
    (30,233
    )Net income attributable to Las Vegas Sands Corp.
    
    $
    17,581
    
    
    $
    55,768
    
    
    $
    20,378
    
    
    $
    (76,146
    )
    
    $
    17,581
  24




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Condensed Consolidating Statements of Operations
For the Three Months Ended March 31, 2009
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalRevenues:Casino
    
    $
    
    
    
    $
    129,819
    
    
    $
    668,106
    
    
    $
    
    
    
    $
    797,925Rooms
    
    
    
    
    
    
    122,949
    
    
    
    51,439
    
    
    
    
    
    
    
    174,388Food and beverage
    
    
    
    
    
    
    47,095
    
    
    
    40,213
    
    
    
    
    
    
    
    87,308Convention, retail and other
    
    
    
    
    
    
    44,867
    
    
    
    73,410
    
    
    
    (4,790
    )
    
    
    113,487
    
    
    
    344,730
    
    
    
    833,168
    
    
    
    (4,790
    )
    
    
    1,173,108Less-promotional allowances
    
    
    (158
    )
    
    
    (42,817
    )
    
    
    (50,159
    )
    
    
    (912
    )
    
    
    (94,046
    )Net revenues
    
    
    (158
    )
    
    
    301,913
    
    
    
    783,009
    
    
    
    (5,702
    )
    
    
    1,079,062Operating expenses:Casino
    
    
    
    
    
    
    76,845
    
    
    
    472,838
    
    
    
    (786
    )
    
    
    548,897Rooms
    
    
    
    
    
    
    26,585
    
    
    
    7,182
    
    
    
    
    
    
    
    33,767Food and beverage
    
    
    
    
    
    
    19,160
    
    
    
    25,124
    
    
    
    (1,642
    )
    
    
    42,642Convention, retail and other
    
    
    
    
    
    
    19,524
    
    
    
    42,643
    
    
    
    (2,924
    )
    
    
    59,243Provision for doubtful accounts
    
    
    
    
    
    
    13,053
    
    
    
    7,957
    
    
    
    
    
    
    
    21,010General and administrative
    
    
    
    
    
    
    62,437
    
    
    
    59,216
    
    
    
    (350
    )
    
    
    121,303Corporate expense
    
    
    19,621
    
    
    
    67
    
    
    
    3,736
    
    
    
    
    
    
    
    23,424Rental expense
    
    
    
    
    
    
    1,417
    
    
    
    6,512
    
    
    
    
    
    
    
    7,929Pre-opening expense
    
    
    290
    
    
    
    92
    
    
    
    44,552
    
    
    
    
    
    
    
    44,934Development expense
    
    
    146
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    254Depreciation and amortization
    
    
    2,621
    
    
    
    56,920
    
    
    
    79,708
    
    
    
    
    
    
    
    139,249(Gain) loss on disposal of assets
    
    
    
    
    
    
    (60
    )
    
    
    191
    
    
    
    
    
    
    
    13122,678
    
    
    
    276,040
    
    
    
    749,767
    
    
    
    (5,702
    )
    
    
    1,042,783Operating income (loss)
    
    
    (22,836
    )
    
    
    25,873
    
    
    
    33,242
    
    
    
    
    
    
    
    36,279Other income (expense):Interest income
    
    
    4,539
    
    
    
    2,620
    
    
    
    174
    
    
    
    (1,784
    )
    
    
    5,549Interest expense, net of amounts capitalized
    
    
    (4,787
    )
    
    
    (29,501
    )
    
    
    (38,614
    )
    
    
    1,784
    
    
    
    (71,118
    )Other expense
    
    
    
    
    
    
    (91
    )
    
    
    (5,652
    )
    
    
    
    
    
    
    (5,743
    )Loss from equity investments in subsidiaries
    
    
    (8,728
    )
    
    
    (10,145
    )
    
    
    
    
    
    
    18,873
    
    
    
    Loss before income taxes
    
    
    (31,812
    )
    
    
    (11,244
    )
    
    
    (10,850
    )
    
    
    18,873
    
    
    
    (35,033
    )Income tax benefit (expense)
    
    
    (2,794
    )
    
    
    2,516
    
    
    
    (535
    )
    
    
    
    
    
    
    (813
    )Net loss
    
    
    (34,606
    )
    
    
    (8,728
    )
    
    
    (11,385
    )
    
    
    18,873
    
    
    
    (35,846
    )Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    1,240
    
    
    
    
    
    
    
    1,240Net loss attributable to Las Vegas Sands Corp.
    
    $
    (34,606
    )
    
    $
    (8,728
    )
    
    $
    (10,145
    )
    
    $
    18,873
    
    
    $
    (34,606
    )
  25




---



##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Condensed Consolidating Statements of Cash Flows
For the Three Months Ended March 31, 2010
 Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from (used in) operating activities
    
    $
    (44,115
    )
    
    $
    103,595
    
    
    $
    223,314
    
    
    $
    
    
    
    $
    282,794Cash flows from investing activities:Changes in restricted cash
    
    
    
    
    
    
    
    
    
    
    (182,575
    )
    
    
    
    
    
    
    (182,575
    )Capital expenditures
    
    
    (4,378
    )
    
    
    (8,170
    )
    
    
    (525,653
    )
    
    
    
    
    
    
    (538,201
    )Proceeds from disposal of property and equipment
    
    
    
    
    
    
    700
    
    
    
    1,611
    
    
    
    
    
    
    
    2,311Purchases of investments
    
    
    
    
    
    
    
    
    
    
    (173,978
    )
    
    
    
    
    
    
    (173,978
    )Notes receivable to non-guarantor subsidiaries
    
    
    
    
    
    
    (42,695
    )
    
    
    
    
    
    
    42,695
    
    
    
    Repayment of receivable from non-guarantor subsidiaries
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    (50
    )
    
    
    Dividends from Guarantor Subsidiaries
    
    
    1,675,313
    
    
    
    
    
    
    
    
    
    
    
    (1,675,313
    )
    
    
    Dividends from non-guarantor subsidiaries
    
    
    
    
    
    
    11,500
    
    
    
    
    
    
    
    (11,500
    )
    
    
    Capital contributions to subsidiaries
    
    
    (1,400,000
    )
    
    
    
    
    
    
    
    
    
    
    1,400,000
    
    
    
    Net cash generated from (used in) investing activities
    
    
    270,935
    
    
    
    (38,615
    )
    
    
    (880,595
    )
    
    
    (244,168
    )
    
    
    (892,443
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73Dividends paid to preferred stockholders
    
    
    (23,350
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,350
    )Dividends paid to Las Vegas Sands Corp.
    
    
    
    
    
    
    (1,675,313
    )
    
    
    
    
    
    
    1,675,313
    
    
    
    Dividends paid to Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (11,500
    )
    
    
    11,500
    
    
    
    Capital contributions received
    
    
    
    
    
    
    1,400,000
    
    
    
    
    
    
    
    (1,400,000
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    42,695
    
    
    
    (42,695
    )
    
    
    Repayment on borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    50
    
    
    
    Proceeds from Singapore credit facility
    
    
    
    
    
    
    
    
    
    
    272,056
    
    
    
    
    
    
    
    272,056Repayments on senior secured credit facility
    
    
    
    
    
    
    (785,860
    )
    
    
    
    
    
    
    
    
    
    
    (785,860
    )Repayments on Macau credit facility
    
    
    
    
    
    
    
    
    
    
    (12,525
    )
    
    
    
    
    
    
    (12,525
    )Repayments on senior notes
    
    
    (30,156
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,156
    )Repayments on ferry financing
    
    
    
    
    
    
    
    
    
    
    (8,762
    )
    
    
    
    
    
    
    (8,762
    )Repayments on airplane financings
    
    
    (922
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (922
    )Repayments on HVAC equipment lease
    
    
    
    
    
    
    (437
    )
    
    
    
    
    
    
    
    
    
    
    (437
    )Repayments on FF&E facility and other long-term debt
    
    
    
    
    
    
    (8,350
    )
    
    
    (314
    )
    
    
    
    
    
    
    (8,664
    )Payments of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    (821
    )
    
    
    
    
    
    
    (821
    )Net cash generated from (used in) financing activities
    
    
    (54,355
    )
    
    
    (1,069,960
    )
    
    
    280,779
    
    
    
    244,168
    
    
    
    (599,368
    )Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    5,446
    
    
    
    
    
    
    
    5,446Increase (decrease) in cash and cash equivalents
    
    
    172,465
    
    
    
    (1,004,980
    )
    
    
    (371,056
    )
    
    
    
    
    
    
    (1,203,571
    )Cash and cash equivalents at beginning of period
    
    
    254,256
    
    
    
    3,033,625
    
    
    
    1,667,535
    
    
    
    
    
    
    
    4,955,416Cash and cash equivalents at end of period
    
    $
    426,721
    
    
    $
    2,028,645
    
    
    $
    1,296,479
    
    
    $
    
    
    
    $
    3,751,845
  26




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##### Table of Contents



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  CONTINUED
(UNAUDITED)
 Condensed Consolidating Statements of Cash Flows
For the Three Months Ended March 31, 2009
 Non-
    
    
    Consolidating/Las Vegas
    
    
    Guarantor
    
    
    Guarantor
    
    
    EliminatingSands Corp.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Entries
    
    
    TotalNet cash generated from (used in) operating activities
    
    $
    (15,814
    )
    
    $
    32,993
    
    
    $
    128,536
    
    
    $
    
    
    
    $
    145,715Cash flows from investing activities:Changes in restricted cash
    
    
    
    
    
    
    6
    
    
    
    90,134
    
    
    
    
    
    
    
    90,140Capital expenditures
    
    
    (861
    )
    
    
    (56,697
    )
    
    
    (466,283
    )
    
    
    
    
    
    
    (523,841
    )Dividend received from Guarantor Subsidiaries
    
    
    13,416
    
    
    
    
    
    
    
    
    
    
    
    (13,416
    )
    
    
    Intercompany receivables to non-guarantor subsidiaries
    
    
    (55,000
    )
    
    
    (86,760
    )
    
    
    
    
    
    
    141,760
    
    
    
    Repayments of receivable from Guarantor Subsidiaries
    
    
    9,642
    
    
    
    
    
    
    
    
    
    
    
    (9,642
    )
    
    
    Capital contributions to subsidiaries
    
    
    (116,115
    )
    
    
    (66,032
    )
    
    
    
    
    
    
    182,147
    
    
    
    Net cash used in investing activities
    
    
    (148,918
    )
    
    
    (209,483
    )
    
    
    (376,149
    )
    
    
    300,849
    
    
    
    (433,701
    )Cash flows from financing activities:Dividends paid to preferred stockholders
    
    
    (24,473
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,473
    )Purchase of treasury stock
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Dividends paid to Las Vegas Sands Corp.
    
    
    
    
    
    
    (13,416
    )
    
    
    
    
    
    
    13,416
    
    
    
    Capital contributions received
    
    
    
    
    
    
    116,115
    
    
    
    66,032
    
    
    
    (182,147
    )
    
    
    Borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    
    
    
    
    55,000
    
    
    
    (55,000
    )
    
    
    Borrowings from Guarantor Subsidiaries
    
    
    
    
    
    
    
    
    
    
    86,760
    
    
    
    (86,760
    )
    
    
    Repayments on borrowings from Las Vegas Sands Corp.
    
    
    
    
    
    
    (9,642
    )
    
    
    
    
    
    
    9,642
    
    
    
    Proceeds from Singapore credit facility
    
    
    
    
    
    
    
    
    
    
    171,026
    
    
    
    
    
    
    
    171,026Proceeds from ferry financing
    
    
    
    
    
    
    
    
    
    
    6,403
    
    
    
    
    
    
    
    6,403Repayments on Macau credit facility
    
    
    
    
    
    
    
    
    
    
    (125,000
    )
    
    
    
    
    
    
    (125,000
    )Repayments on senior secured credit facility
    
    
    
    
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Repayments on airplane financings
    
    
    (922
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (922
    )Repayments on FF&E facility and other long-term debt
    
    
    
    
    
    
    (8,350
    )
    
    
    (303
    )
    
    
    
    
    
    
    (8,653
    )Contribution from noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    
    
    
    
    41Net cash generated from (used in) financing activities
    
    
    (25,408
    )
    
    
    74,707
    
    
    
    259,959
    
    
    
    (300,849
    )
    
    
    8,409Effect of exchange rate on cash
    
    
    
    
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    (114
    )Increase (decrease) in cash and cash equivalents
    
    
    (190,140
    )
    
    
    (101,783
    )
    
    
    12,232
    
    
    
    
    
    
    
    (279,691
    )Cash and cash equivalents at beginning of period
    
    
    294,563
    
    
    
    2,286,825
    
    
    
    456,775
    
    
    
    
    
    
    
    3,038,163Cash and cash equivalents at end of period
    
    $
    104,423
    
    
    $
    2,185,042
    
    
    $
    469,007
    
    
    $
    
    
    
    $
    2,758,472
  27




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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
 TM
  Pennsylvania
   28




---



##### Table of Contents



Macau
   TM
  Development Projects
  United States
   29




---



##### Table of Contents



Macau
  
    
    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, theater and a partial opening of the retail and exhibition
and conference facilities. The total cost to complete phase I is expected to be
approximately $2.0 billion. Phase II of the project includes completion of the additional Sheraton
hotel tower as well as the remaining retail facilities. The total cost to complete phase II
is expected to be approximately $235 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. In
connection with receiving commitments for a proposed $1.75 billion project financing credit
facility (which we expect to close in the second quarter of 2010) to be used together with
$500.0 million of proceeds from the SCL Offering, we are mobilizing to recommence
construction of phases I and II and expect that phase I will be completed in the third
quarter of 2011, and that it will take an additional 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 March 31, 2010, we have
capitalized construction costs of $1.75 billion for the entire project (including $132.7
million in outstanding construction payables). Our management agreements with Starwood and
Shangri-La impose certain construction deadlines and opening obligations on us and certain
past and/or anticipated delays, as described above, may represent a default under the
respective agreements, which would allow Starwood and Shangri-La to terminate their
respective agreements. We are currently negotiating amendments to the management agreements
with Starwood and Shangri-La to provide for new opening timelines, which we expect to
finalize in the second quarter of 2010.
 
    
    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 $114.1 million as of March 31,
2010. We intend to commence construction after the integrated resorts on parcels 5 and 6 and
3 are complete, necessary government approvals are obtained, regional and global economic
conditions improve, future demand warrants it and additional financing is obtained.
 
    
    Parcel 3  The integrated resort on parcel 3 will be connected to The Venetian Macao and
Four Seasons Macao. The multi-hotel complex is intended to include a gaming area, a shopping
mall and serviced luxury apart-hotel units. We had commenced pre-construction and have
capitalized construction costs of $35.6 million as of March 31, 2010. We intend to commence
construction after the integrated resort on parcels 5 and 6 is complete, necessary
government approvals are obtained, regional and global economic conditions improve, future
demand warrants it and additional financing is obtained.
   30




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##### Table of Contents



Singapore
   31




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##### Table of Contents



Other
  Critical Accounting Policies and Estimates
   Recent Accounting Pronouncements
  Summary Financial Results
  Three Months Ended March 31,Percent2010
    
    
    2009
    
    
    Change(Dollars in thousands)Net revenues
    
    $
    1,334,888
    
    
    $
    1,079,062
    
    
    
    23.7
    %Operating expenses
    
    
    1,193,068
    
    
    
    1,042,783
    
    
    
    14.4
    %Operating income
    
    
    141,820
    
    
    
    36,279
    
    
    
    290.9
    %Income (loss) before income taxes
    
    
    61,016
    
    
    
    (35,033
    )
    
    
    (274.2
    )%Net income (loss)
    
    
    47,814
    
    
    
    (35,846
    )
    
    
    (233.4
    )%Net income (loss) attributable to Las Vegas Sands Corp.
    
    
    17,581
    
    
    
    (34,606
    )
    
    
    (150.8
    )%
 Percent of Net RevenuesThree MonthsEnded March 31,2010
    
    
    2009Operating expenses
    
    
    89.4
    %
    
    
    96.6
    %Operating income
    
    
    10.6
    %
    
    
    3.4
    %Income (loss) before income taxes
    
    
    4.6
    %
    
    
    (3.2
    )%Net income (loss)
    
    
    3.6
    %
    
    
    (3.3
    )%Net income (loss) attributable to Las Vegas Sands Corp.
    
    
    1.3
    %
    
    
    (3.2
    )%
 Operating Results
 Key Operating Revenue Measurements
   32




---



##### Table of Contents



Casino revenue measurements for the U.S.:
 Casino revenue measurements for Macau:
  Hotel revenue measurements:
 Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009
 Operating Revenues
  Three Months Ended March 31,Percent2010
    
    
    2009
    
    
    Change(Dollars in thousands)Casino
    
    $
    1,061,770
    
    
    $
    797,925
    
    
    
    33.1
    %Rooms
    
    
    180,782
    
    
    
    174,388
    
    
    
    3.7
    %Food and beverage
    
    
    92,079
    
    
    
    87,308
    
    
    
    5.5
    %Convention, retail and other
    
    
    108,215
    
    
    
    113,487
    
    
    
    (4.6
    )%1,442,846
    
    
    
    1,173,108
    
    
    
    23.0
    %Less  promotional allowances
    
    
    (107,958
    )
    
    
    (94,046
    )
    
    
    14.8
    %Total net revenues
    
    $
    1,334,888
    
    
    $
    1,079,062
    
    
    
    23.7
    %
   33




---



##### Table of Contents



Three Months Ended March 31,2010
    
    
    2009
    
    
    Change(Dollars in thousands)Macau Operations:The Venetian MacaoTotal casino revenues
    
    $
    474,755
    
    
    $
    413,229
    
    
    
    14.9
    %Non-Rolling Chip drop
    
    $
    921,931
    
    
    $
    854,346
    
    
    
    7.9
    %Non-Rolling Chip win percentage
    
    
    25.1
    %
    
    
    21.9
    %
    
    
    3.2
    ptsRolling Chip volume
    
    $
    10,049,678
    
    
    $
    8,693,889
    
    
    
    15.6
    %Rolling Chip win percentage
    
    
    2.92
    %
    
    
    3.16
    %
    
    
    (0.24
    ) ptsSlot handle
    
    $
    670,749
    
    
    $
    558,504
    
    
    
    20.1
    %Slot hold percentage
    
    
    7.4
    %
    
    
    7.6
    %
    
    
    (0.2
    ) ptsSands MacaoTotal casino revenues
    
    $
    277,945
    
    
    $
    219,473
    
    
    
    26.6
    %Non-Rolling Chip drop
    
    $
    589,496
    
    
    $
    612,864
    
    
    
    (3.8
    )%Non-Rolling Chip win percentage
    
    
    20.3
    %
    
    
    18.8
    %
    
    
    1.5
    ptsRolling Chip volume
    
    $
    6,406,933
    
    
    $
    5,133,848
    
    
    
    24.8
    %Rolling Chip win percentage
    
    
    3.18
    %
    
    
    2.59
    %
    
    
    0.59
    ptsSlot handle
    
    $
    362,505
    
    
    $
    277,436
    
    
    
    30.7
    %Slot hold percentage
    
    
    6.1
    %
    
    
    7.0
    %
    
    
    (0.9
    ) ptsFour Seasons MacaoTotal casino revenues
    
    $
    90,454
    
    
    $
    35,404
    
    
    
    155.5
    %Non-Rolling Chip drop
    
    $
    99,012
    
    
    $
    86,712
    
    
    
    14.2
    %Non-Rolling Chip win percentage
    
    
    25.3
    %
    
    
    23.2
    %
    
    
    2.1
    ptsRolling Chip volume
    
    $
    3,717,941
    
    
    $
    559,117
    
    
    
    565.0
    %Rolling Chip win percentage
    
    
    2.48
    %
    
    
    3.09
    %
    
    
    (0.61
    ) ptsSlot handle
    
    $
    148,761
    
    
    $
    43,922
    
    
    
    238.7
    %Slot hold percentage
    
    
    5.6
    %
    
    
    5.4
    %
    
    
    0.2
    ptsU.S. Operations:Las Vegas Operating PropertiesTotal casino revenues
    
    $
    155,345
    
    
    $
    129,819
    
    
    
    19.7
    %Table games drop
    
    $
    547,043
    
    
    $
    444,447
    
    
    
    23.1
    %Table games win percentage
    
    
    23.4
    %
    
    
    20.6
    %
    
    
    2.8
    ptsSlot handle
    
    $
    637,795
    
    
    $
    705,901
    
    
    
    (9.6
    )%Slot hold percentage
    
    
    7.8
    %
    
    
    7.0
    %
    
    
    0.8
    ptsSands BethlehemTotal casino revenues
    
    $
    63,271
    
    
    $
    
    
    
    
    
    %Slot handle
    
    $
    921,631
    
    
    $
    
    
    
    
    
    %Slot hold percentage
    
    
    6.9
    %
    
    
    
    %
    
    
    
    pts
    34




---



##### Table of Contents



Three Months Ended March 31,2010
    
    
    2009
    
    
    Change(Room revenues in thousands)Macau Operations:The Venetian MacaoTotal room revenues
    
    $
    47,557
    
    
    $
    41,073
    
    
    
    15.8
    %Average daily room rate
    
    $
    202
    
    
    $
    216
    
    
    
    (6.5
    )%Occupancy rate
    
    
    92.8
    %
    
    
    77.2
    %
    
    
    15.6
    ptsRevenue per available room
    
    $
    187
    
    
    $
    167
    
    
    
    12.0
    %Sands MacaoTotal room revenues
    
    $
    6,594
    
    
    $
    6,675
    
    
    
    (1.2
    )%Average daily room rate
    
    $
    262
    
    
    $
    268
    
    
    
    (2.2
    )%Occupancy rate
    
    
    97.3
    %
    
    
    96.8
    %
    
    
    0.5
    ptsRevenue per available room
    
    $
    254
    
    
    $
    260
    
    
    
    (2.3
    )%Four Seasons MacaoTotal room revenues
    
    $
    6,564
    
    
    $
    3,691
    
    
    
    77.8
    %Average daily room rate
    
    $
    278
    
    
    $
    295
    
    
    
    (5.8
    )%Occupancy rate
    
    
    72.9
    %
    
    
    38.6
    %
    
    
    34.3
    ptsRevenue per available room
    
    $
    203
    
    
    $
    114
    
    
    
    78.1
    %U.S. Operations:Las Vegas Operating PropertiesTotal room revenues
    
    $
    120,067
    
    
    $
    122,949
    
    
    
    (2.3
    )%Average daily room rate
    
    $
    207
    
    
    $
    214
    
    
    
    (3.3
    )%Occupancy rate
    
    
    91.3
    %
    
    
    90.7
    %
    
    
    0.6
    ptsRevenue per available room
    
    $
    189
    
    
    $
    194
    
    
    
    (2.6
    )%
   Operating Expenses
  Three Months Ended March 31,Percent2010
    
    
    2009
    
    
    Change(Dollars in thousands)Casino
    
    $
    694,635
    
    
    $
    548,897
    
    
    
    26.6
    %Rooms
    
    
    29,654
    
    
    
    33,767
    
    
    
    (12.2
    )%Food and beverage
    
    
    44,303
    
    
    
    42,642
    
    
    
    3.9
    %Convention, retail and other
    
    
    58,404
    
    
    
    59,243
    
    
    
    (1.4
    )%Provision for doubtful accounts
    
    
    16,442
    
    
    
    21,010
    
    
    
    (21.7
    )%General and administrative
    
    
    126,259
    
    
    
    121,303
    
    
    
    4.1
    %Corporate expense
    
    
    23,476
    
    
    
    23,424
    
    
    
    0.2
    %Rental expense
    
    
    8,698
    
    
    
    7,929
    
    
    
    9.7
    %Pre-opening expense
    
    
    37,459
    
    
    
    44,934
    
    
    
    (16.6
    )%Development expense
    
    
    157
    
    
    
    254
    
    
    
    (38.2
    )%Depreciation and amortization
    
    
    153,089
    
    
    
    139,249
    
    
    
    9.9
    %Loss on disposal of assets
    
    
    492
    
    
    
    131
    
    
    
    275.6
    %Total operating expenses
    
    $
    1,193,068
    
    
    $
    1,042,783
    
    
    
    14.4
    %
     35




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##### Table of Contents



Adjusted Property EBITDA
  Three Months Ended March 31,Percent2010
    
    
    2009
    
    
    Change(Dollars in thousands)Macau:The Venetian Macao
    
    $
    169,915
    
    
    $
    121,486
    
    
    
    39.9
    %Sands Macao
    
    
    69,761
    
    
    
    50,358
    
    
    
    38.5
    %Four Seasons Macao
    
    
    19,495
    
    
    
    4,368
    
    
    
    346.3
    %Other Asia
    
    
    (4,432
    )
    
    
    (6,010
    )
    
    
    (26.3
    )%United States:Las Vegas Operating Properties
    
    
    105,292
    
    
    
    89,774
    
    
    
    17.3
    %Sands Bethlehem
    
    
    10,968
    
    
    
    
    
    
    
    
    %Total adjusted property EBITDA
    
    $
    370,999
    
    
    $
    259,976
    
    
    
    42.7
    %
     36




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##### Table of Contents



Interest Expense
  Three Months Ended March 31,2010
    
    
    2009(Dollars in thousands)Interest cost (which includes
the amortization of deferred
financing costs and original issue
discount)
    
    $
    97,818
    
    
    $
    85,171Less  capitalized interest
    
    
    (19,653
    )
    
    
    (14,053
    )Interest expense, net
    
    $
    78,165
    
    
    $
    71,118Cash paid for interest
    
    $
    91,802
    
    
    $
    84,829Weighted average total debt balance
    
    $
    11,138,465
    
    
    $
    10,469,500Weighted average interest rate
    
    
    3.5
    %
    
    
    3.3
    %
  Other Factors Effecting Earnings
     Liquidity and Capital Resources
 Cash Flows  Summary
  Three Months Ended March 31,2010
    
    
    2009(Dollars in thousands)Net cash generated from operations
    
    $
    282,794
    
    
    $
    145,715Investing cash flows:Change in restricted cash
    
    
    (182,575
    )
    
    
    90,140Capital expenditures
    
    
    (538,201
    )
    
    
    (523,841
    )Proceeds from disposal of property and equipment
    
    
    2,311
    
    
    
    Purchases of investments
    
    
    (173,978
    )
    
    
    Net cash used in investing activities
    
    
    (892,443
    )
    
    
    (433,701
    )Financing cash flows:Dividends paid to preferred stockholders
    
    
    (23,350
    )
    
    
    (24,473
    )Proceeds from long term-debt
    
    
    272,056
    
    
    
    177,429Repayments of long-term debt
    
    
    (847,326
    )
    
    
    (144,575
    )Other
    
    
    (748
    )
    
    
    28Net cash generated from (used in) financing activities
    
    
    (599,368
    )
    
    
    8,409Effect of exchange rate on cash
    
    
    5,446
    
    
    
    (114
    )Net decrease in cash and cash equivalents
    
    $
    (1,203,571
    )
    
    $
    (279,691
    )
  37




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##### Table of Contents



Cash Flows  Operating Activities
  Cash Flows  Investing Activities
    Cash Flows  Financing Activities
  Development Financing Strategy
    38




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##### Table of Contents



Aggregate Indebtedness and Other Known Contractual Obligations
  Restrictions on Distributions
  Inflation
   39




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##### Table of Contents



Special Note Regarding Forward-Looking Statements
  
    
    our substantial leverage, debt service and debt covenant compliance (including
sensitivity to fluctuations in interest rates, as a significant portion of our debt is variable-rate debt, and other capital markets trends);
    
    disruptions in the global financing markets and our ability to obtain sufficient funding
for our current and future developments, including our Cotai Strip, Singapore, Pennsylvania
and Las Vegas developments;
    
    general economic and business conditions which may impact levels of disposable income,
consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;
    
    the impact of the suspensions of certain of our development projects, including those in Macau and Singapore, and our ability to
meet certain development deadlines;
    
    the uncertainty of tourist behavior related to spending and vacationing at casino-resorts
in Las Vegas, Macau and Singapore;
    
    regulatory policies in mainland China or other countries in which our customers reside,
including visa restrictions limiting the number of visits or the length of stay for visitors
from mainland China to Macau and restrictions on foreign currency exchange or importation of
currency;
    
    our dependence upon properties primarily in Las Vegas, Macau and Singapore for all of our
cash flow;
    
    the expected annualized savings and enhanced operating leverage to be generated from our
cost-cutting measures, which were fully implemented during 2009, 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
or will only be able to obtain additional coverage at significantly increased rates;
    
    disruptions or reductions in travel due to acts of terrorism;
    
    disruptions or reductions in travel, as well as disruptions in our operations, due to
outbreaks of infectious diseases, such as severe acute respiratory syndrome, avian flu or
swine flu;
    
    government regulation of the casino industry, including gaming license regulation, the
legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
    
    increased competition and additional construction in Las Vegas and Macau, including recent and
upcoming increases in hotel rooms, meeting and convention space, and retail space;
    
    fluctuations in the demand for all-suites rooms, occupancy rates and average daily room
rates in Las Vegas and Macau;
    
    the popularity of Las Vegas, Macau and Singapore as convention and trade show
destinations;
    
    new taxes, changes to existing tax rates or proposed changes in tax legislation;
  40




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##### Table of Contents




    
    our ability to maintain our gaming licenses and gaming subconcession;
    
    the completion of infrastructure projects in Macau and Singapore;
    
    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
    Fair2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter
    
    
    Total
    
    
    Value(1)(Dollars in millions)LIABILITIESLong-term debtFixed rate
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    217.3
    
    
    $
    
    
    
    $
    217.3
    
    
    $
    205.4Average interest rate(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.4
    %
    
    
    
    
    
    
    6.4
    %Variable rate
    
    $
    284.9
    
    
    $
    1,448.3
    
    
    $
    1,677.6
    
    
    $
    1,180.3
    
    
    $
    5,539.9
    
    
    $
    89.1
    
    
    $
    10,220.1
    
    
    $
    9,256.9Average interest rate(2)
    
    
    2.9
    %
    
    
    4.0
    %
    
    
    4.2
    %
    
    
    3.1
    %
    
    
    2.3
    %
    
    
    2.0
    %
    
    
    3.0
    %ASSETSCap agreements(3)
    
    $
    
    
    
    $
    
    
    
    $
    0.8
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.8
    
    
    $
    0.8
 
 (1)
    
    The estimated fair values are based on quoted market prices, if
available, or by pricing models based on the value of related cash
flows discounted at current market interest rates.(2)
    
    Based upon contractual interest rates for fixed rate indebtedness or
current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on
variable-rate debt levels as of March 31, 2010, an assumed 100 basis
point change in LIBOR, HIBOR and SOR would cause our annual interest
cost to change approximately $102.4 million.(3)
    
    As of March 31, 2010, we have 29 interest rate cap agreements with an
aggregate fair value of approximately $0.8 million based on quoted
market values from the institutions holding the agreements.  41




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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
   42




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##### Table of Contents



LAS VEGAS SANDS CORP.
 
 ITEM 6
    
    EXHIBITS
 List of Exhibits
 Exhibit No.
    
    Description of Document10.1
    
    
    Employment Offer
Terms and Conditions, agreed on August 3, 2009, by Steve Jacobs and the Company.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.
  43




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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