Edgar Filing: LAS VEGAS SANDS CORP

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

FORM 10-Q

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨	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

27-0099920

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


3355 Las Vegas Boulevard South
Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)

(702) 414-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.


Class		Outstanding at October 31, 2013
Common Stock ($0.001 par value)		819,548,648 shares

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents


	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at September 30, 2013 and December 31, 2012	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012	5
	Condensed Consolidated Statements of Equity for the Nine Months Ended September 30, 2013 and 2012	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	64
Item 4.	Controls and Procedures	65

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 6.	Exhibits	67
Signatures		68

PART 1 FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2013			December 31, 2012
	(In thousands, except share and per share data) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,209,120		$	2,512,766
Restricted cash and cash equivalents		5,750			4,521
Accounts receivable, net		1,848,522			1,819,260
Inventories		41,683			43,875
Deferred income taxes, net		2,500			2,299
Prepaid expenses and other		99,693			94,793

Total current assets		5,207,268			4,477,514
Property and equipment, net		15,413,209			15,766,748
Deferred financing costs, net		169,417			214,465
Restricted cash and cash equivalents		1,584			1,938
Deferred income taxes, net		40,982			43,280
Leasehold interests in land, net		1,426,696			1,458,741
Intangible assets, net		106,234			70,618
Other assets, net		119,705			130,348

Total assets	$	22,485,095		$	22,163,652

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	114,741		$	106,498
Construction payables		265,031			343,372
Accrued interest payable		1,427			15,542
Other accrued liabilities		2,222,047			1,895,483
Income taxes payable		140,248			164,126
Current maturities of long-term debt		1,301,624			97,802

Total current liabilities		4,045,118			2,622,823
Other long-term liabilities		146,824			133,936
Deferred income taxes		173,166			185,945
Deferred proceeds from sale of The Shoppes at The Palazzo		268,392			267,956
Deferred gain on sale of The Grand Canal Shoppes		41,282			43,880
Deferred rent from mall transactions		117,325			118,435
Long-term debt		8,461,992			10,132,265

Total liabilities		13,254,099			13,505,240

Commitments and contingencies (Note 9)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 825,994,377 and 824,297,756 shares issued, 820,514,776 and 824,297,756 shares outstanding		826			824
Capital in excess of par value		6,314,916			6,237,488
Treasury stock, at cost, 5,479,601 and zero shares		(346,253	)		—
Accumulated other comprehensive income		194,212			263,078
Retained earnings		1,422,519			560,452

Total Las Vegas Sands Corp. stockholders’ equity		7,586,220			7,061,842
Noncontrolling interests		1,644,776			1,596,570

Total equity		9,230,996			8,658,412

Total liabilities and equity	$	22,485,095		$	22,163,652

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands, except share and per share data) (Unaudited)
Revenues:
Casino	$	2,984,538		$	2,201,030		$	8,394,721		$	6,534,947
Rooms		349,001			287,849			998,646			830,887
Food and beverage		174,260			142,685			534,361			455,884
Mall		128,068			103,232			321,522			268,390
Convention, retail and other		123,259			117,129			372,370			363,680

		3,759,126			2,851,925			10,621,620			8,453,788
Less — promotional allowances		(190,586	)		(142,443	)		(507,420	)		(399,658	)

Net revenues		3,568,540			2,709,482			10,114,200			8,054,130

Operating expenses:
Casino		1,668,107			1,278,162			4,714,107			3,673,171
Rooms		69,511			58,911			203,886			172,210
Food and beverage		88,020			77,748			274,045			238,022
Mall		17,319			16,666			52,724			50,765
Convention, retail and other		69,102			66,867			228,045			224,794
Provision for doubtful accounts		55,371			72,805			182,108			183,397
General and administrative		380,865			268,832			979,148			746,587
Corporate		38,468			54,617			141,221			162,164
Pre-opening		1,778			39,872			9,646			134,803
Development		3,487			4,201			14,840			12,196
Depreciation and amortization		248,925			226,538			752,530			641,725
Amortization of leasehold interests in land		10,022			10,014			30,297			30,016
Impairment loss		—			—			—			143,674
Loss on disposal of assets		2,739			154			9,433			1,229

		2,653,714			2,175,387			7,592,030			6,414,753

Operating income		914,826			534,095			2,522,170			1,639,377
Other income (expense):
Interest income		3,819			4,176			10,848			16,716
Interest expense, net of amounts capitalized		(66,917	)		(62,292	)		(204,125	)		(191,497	)
Other income		3,207			2,352			4,992			715
Loss on modification or early retirement of debt		—			—			—			(19,234	)

Income before income taxes		854,935			478,331			2,333,885			1,446,077
Income tax expense		(45,637	)		(33,351	)		(148,940	)		(135,607	)

Net income		809,298			444,980			2,184,945			1,310,470
Net income attributable to noncontrolling interests		(182,554	)		(95,198	)		(456,487	)		(221,159	)

Net income attributable to Las Vegas Sands Corp.	$	626,744		$	349,782		$	1,728,458		$	1,089,311

Earnings per share:
Basic	$	0.76		$	0.43		$	2.10		$	1.36

Diluted	$	0.76		$	0.42		$	2.09		$	1.32

Weighted average shares outstanding:
Basic		823,200,515			821,482,154			823,512,889			801,084,165

Diluted		826,965,340			825,606,248			827,543,510			823,361,035

Dividends declared per common share	$	0.35		$	0.25		$	1.05		$	0.75

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands) (Unaudited)
Net income	$	809,298		$	444,980		$	2,184,945		$	1,310,470
Currency translation adjustment, net of tax		19,865			94,294			(69,672	)		165,214

Total comprehensive income		829,163			539,274			2,115,273			1,475,684
Comprehensive income attributable to noncontrolling interests		(183,314	)		(95,799	)		(455,681	)		(224,255	)

Comprehensive income attributable to Las Vegas Sands Corp.	$	645,849		$	443,475		$	1,659,592		$	1,251,429

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY


	Las Vegas Sands Corp. Stockholders’ Equity
	Common Stock		Capital in Excess of Par Value			Treasury Stock			Accumulated Other Comprehensive Income			Retained Earnings			Noncontrolling Interests			Total
	(In thousands)
	(Unaudited)
Balance at January 1, 2012	$	733	$	5,610,160		$	—		$	94,104		$	2,145,692		$	1,588,463		$	9,439,152
Net income		—		—			—			—			1,089,311			221,159			1,310,470
Currency translation adjustment		—		—			—			162,118			—			3,096			165,214
Exercise of stock options		1		27,253			—			—			—			3,116			30,370
Stock-based compensation		—		48,258			—			—			—			2,381			50,639
Issuance of restricted stock		1		(1	)		—			—			—			—			—
Exercise of warrants		88		528,820			—			—			—			—			528,908
Acquisition of remaining shares of noncontrolling interest		—		(2,323	)		—			—			—			2,323			—
Deemed distribution to Principal Stockholder		—		—			—			—			(18,576	)		—			(18,576	)
Dividends declared		—		—			—			—			(617,443	)		(357,056	)		(974,499	)
Distributions to noncontrolling interests		—		—			—			—			—			(7,624	)		(7,624	)

Balance at September 30, 2012	$	823	$	6,212,167		$	—		$	256,222		$	2,598,984		$	1,455,858		$	10,524,054

Balance at January 1, 2013	$	824	$	6,237,488		$	—		$	263,078		$	560,452		$	1,596,570		$	8,658,412
Net income		—		—			—			—			1,728,458			456,487			2,184,945
Currency translation adjustment		—		—			—			(68,866	)		—			(806	)		(69,672	)
Exercise of stock options		2		37,729			—			—			—			8,702			46,433
Tax benefit from stock-based compensation		—		2,394			—			—			—			—			2,394
Stock-based compensation		—		37,305			—			—			—			2,990			40,295
Repurchase of common stock		—		—			(346,253	)		—			—			—			(346,253	)
Dividends declared		—		—			—			—			(866,391	)		(411,359	)		(1,277,750	)
Distributions to noncontrolling interests		—		—			—			—			—			(7,808	)		(7,808	)

Balance at September 30, 2013	$	826	$	6,314,916		$	(346,253	)	$	194,212		$	1,422,519		$	1,644,776		$	9,230,996

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
	2013			2012
	(In thousands) (Unaudited)
Cash flows from operating activities:
Net income	$	2,184,945		$	1,310,470
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization		752,530			641,725
Amortization of leasehold interests in land		30,297			30,016
Amortization of deferred financing costs and original issue discount		42,617			36,401
Amortization of deferred gain and rent		(3,708	)		(3,708	)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo		1,030			1,295
Loss on modification or early retirement of debt		—			16,313
Impairment and loss on disposal of assets		9,433			144,903
Stock-based compensation expense		39,802			50,268
Provision for doubtful accounts		182,108			183,397
Foreign exchange (gain) loss		(9,802	)		3,081
Excess tax benefits from stock-based compensation		(2,394	)		—
Deferred income taxes		(5,762	)		(20,671	)
Changes in operating assets and liabilities:
Accounts receivable		(233,379	)		(509,089	)
Inventories		1,974			(7,026	)
Prepaid expenses and other		3,473			(41,303	)
Leasehold interests in land		(25,387	)		(24,163	)
Accounts payable		9,006			44,560
Accrued interest payable		(13,866	)		(21,969	)
Income taxes payable		(17,282	)		46,328
Other accrued liabilities		215,148			292,005

Net cash generated from operating activities		3,160,783			2,172,833

Cash flows from investing activities:
Change in restricted cash and cash equivalents		(877	)		(717	)
Capital expenditures		(599,482	)		(1,062,778	)
Proceeds from disposal of property and equipment		713			2,266
Acquisition of intangible assets		(45,857	)		—

Net cash used in investing activities		(645,503	)		(1,061,229	)

Cash flows from financing activities:
Proceeds from exercise of stock options		46,433			30,370
Excess tax benefits from stock-based compensation		2,394			—
Repurchase of common stock		(211,241	)		—
Proceeds from exercise of warrants		—			528,908
Dividends paid		(1,277,360	)		(973,108	)
Distributions to noncontrolling interests		(7,808	)		(7,624	)
Deemed distribution to Principal Stockholder		—			(18,576	)
Proceeds from long-term debt (Note 3)		354,357			3,625,516
Repayments on long-term debt (Note 3)		(720,177	)		(4,391,311	)
Payments of deferred financing costs		—			(100,190	)

Net cash used in financing activities		(1,813,402	)		(1,306,015	)

Effect of exchange rate on cash		(5,524	)		37,108

Increase (decrease) in cash and cash equivalents		696,354			(157,303	)
Cash and cash equivalents at beginning of period		2,512,766			3,902,718

Cash and cash equivalents at end of period	$	3,209,120		$	3,745,415

Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	164,250		$	165,178

Cash payments for taxes, net of refunds	$	175,059		$	100,397

Change in construction payables	$	(78,341	)	$	12,411

Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	493		$	371

Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	$	390		$	1,391

Property and equipment acquired under capital lease	$	2,668		$	10,097

Acquisition of remaining shares of noncontrolling interest	$	—		$	2,323

Repurchase of common stock included in other accrued liabilities	$	135,012		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2012. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

The shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China) are listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”) and are not, and will not, be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Operations

Macao

The Company currently owns 70.2% of SCL, which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and 6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately 374,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; retail and dining space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

In April and September 2012 and January 2013, the Company opened phases I, IIA and IIB, respectively, of its Sands Cotai Central integrated resort (located on parcels 5 and 6), which is situated across the street from The Venetian Macao and Four Seasons Macao. Phase I consists of a hotel tower on parcel 5, which includes approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; more than 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming areas. Phase IIA includes the first hotel tower on parcel 6, which features approximately 1,800 rooms and suites managed by Starwood Asia Pacific Hotels and Resorts Pte Ltd. and Sheraton Overseas Management Co. (collectively “Starwood”) under the Sheraton brand, along with the second casino and additional retail, entertainment, dining and meeting facilities. Phase IIB consists of the second hotel tower on parcel 6 and features approximately 2,100 rooms and suites managed by Starwood under the Sheraton brand. With the completion of phases I and II of the project, the integrated resort features approximately 300,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014). The Company has commenced pre-construction activities on phase III of the project, which is expected to include a fourth hotel and mixed-use tower, located on parcel 5, to be managed by Starwood under the St. Regis brand and the total cost to complete is expected to be in excess of $450 million. As of September 30, 2013, the Company has capitalized costs of $4.09 billion for the entire project, including the land premium (net of amortization) and $129.5 million in outstanding construction payables.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao and located on parcel 2, the “Four Seasons Macao”), which features approximately 108,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 249,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

Singapore

The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. In April 2013, the Company paid 57.0 million Singapore dollars (“SGD,” approximately $45.4 million at exchange rates in effect on September 30, 2013) to the Casino Regulatory Authority in Singapore as part of the process to renew its gaming license, which now expires in April 2016.

United States

Las Vegas

The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and two enclosed retail, dining and entertainment complexes, currently referred to as the Grand Canal Shoppes. The complex located within The Venetian Las Vegas (previously known as “The Grand Canal Shoppes”) and the complex located within The Palazzo (previously known as “The Shoppes at The Palazzo”) were sold to GGP Limited Partnership (“GGP,” see “— Note 2 — Property and Equipment, Net” regarding the sale of The Shoppes at The Palazzo).

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Pennsylvania

The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center, which opened in May 2012. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

Development Projects

Macao

The Company submitted plans to the Macao government for The Parisian Macao (located on parcel 3), an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under the Company’s gaming subconcession), hotel and shopping mall. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. The Company has commenced construction activities and has capitalized costs of $284.6 million, including the land premium (net of amortization), as of September 30, 2013. In addition, the Company will be completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government.

Under the Company’s land concession for Sands Cotai Central, the Company is required to complete the development by May 2014. The Company will be applying for an extension from the Macao government to complete Sands Cotai Central, as the Company will be unable to meet the May 2014 deadline. The land concession for The Parisian Macao contains a similar requirement, which was extended by the Macao government in July 2012, that the development be completed by April 2016. Should the Company determine that it is unable to complete The Parisian Macao by April 2016, the Company would then also expect to apply for another extension from the Macao government. If the Company is unable to meet The Parisian Macao deadline and the deadlines for either development are not extended, the Company could lose its land concessions for Sands Cotai Central or The Parisian Macao, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $4.09 billion or $284.6 million in capitalized construction costs and land premiums (net of amortization), as of September 30, 2013, related to Sands Cotai Central and The Parisian Macao, respectively.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. As of September 30, 2013, the Company has capitalized construction costs of $178.8 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decide to abandon the project, the Company could record a charge for all or some portion of the $178.8 million in capitalized construction costs as of September 30, 2013.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Other

The Company continues to aggressively pursue a variety of new development opportunities around the world.

Development Financing Strategy

Through September 30, 2013, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.

The U.S. credit facility requires the Company’s Las Vegas operations to comply with certain financial covenants at the end of each quarter, including maintaining a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.0x for all quarterly periods through maturity. The Company can elect to contribute up to $50 million of cash on hand to its Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. The Company’s Macao facility also requires the Company’s Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending September 30, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ending March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. The Company’s Singapore credit facility (the “2012 Singapore Credit Facility”) requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly period ended September 30, 2013, decreases to 3.5x for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. If the Company is unable to maintain compliance with the financial covenants under these credit facilities, it would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under the Company’s airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that the Company would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force the Company to restructure or alter its operations or debt obligations.

The Company held unrestricted cash and cash equivalents of $3.21 billion and restricted cash and cash equivalents of $7.3 million as of September 30, 2013. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may need to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof, including evaluating strategic alternatives related to the Company’s Pennsylvania operations.

Recent Accounting Pronouncements

In February 2013, the FASB issued authoritative guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In July 2013, the FASB issued authoritative guidance on the presentation of an unrecognized tax benefit when a loss or tax credit carryforward exists. The guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or tax credit carryforward that would apply in settlement of the uncertain tax positions. The guidance is effective for annual and interim periods beginning after December 15, 2013, with early adoption permitted. The adoption of this guidance will not have a material effect on the Company’s financial condition, results of operations or cash flows.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2 — PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following (in thousands):


	September 30, 2013			December 31, 2012
Land and improvements	$	556,001		$	515,538
Building and improvements		15,271,904			14,414,026
Furniture, fixtures, equipment and leasehold improvements		2,780,095			2,557,071
Transportation		442,104			411,671
Construction in progress		1,023,021			1,824,531

		20,073,125			19,722,837
Less — accumulated depreciation and amortization		(4,659,916	)		(3,956,089	)

	$	15,413,209		$	15,766,748

Construction in progress consists of the following (in thousands):


	September 30, 2013		December 31, 2012
Four Seasons Macao (principally the Four Seasons Apartments)	$	402,354	$	415,367
The Parisian Macao		226,932		59,510
Sands Cotai Central		77,697		913,432
Other		316,038		436,222

	$	1,023,021	$	1,824,531

The $316.0 million in other construction in progress as of September 30, 2013, consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.

Under generally accepted accounting principles, the sale of The Shoppes at The Palazzo has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $242.1 million (net of $69.2 million of accumulated depreciation) as of September 30, 2013, will continue to be recorded on the Company’s condensed consolidated balance sheet and will continue to be depreciated in the Company’s condensed consolidated income statement.

During the three and nine months ended September 30, 2013, and the three and nine months ended September 30, 2012, the Company capitalized interest expense of $0.9 million, $3.3 million, $9.9 million and $44.3 million, respectively. During the three and nine months ended September 30, 2013, and the three and nine months ended September 30, 2012, the Company capitalized approximately $5.9 million, $16.9 million, $4.8 million and $13.2 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

In May 2012, the Company withdrew its appeal regarding the Company’s application not being approved by the Macao government for a land concession related to its Cotai Strip development (formerly referred to as parcels 7 and 8) and recorded an impairment loss of $100.7 million during the nine months ended September 30, 2012, related to the capitalized construction costs of its development on parcels 7 and 8. The Company also recorded a one-time impairment loss of $42.9 million related to the termination of the ZAiA show at The Venetian Macao during the nine months ended September 30, 2012.

The Company suspended portions of its development projects. As described in “— Note 1 — Organization and Business of Company,” the Company may be required to record an impairment charge related to these developments in the future.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 3 — LONG-TERM DEBT

Long-term debt consists of the following (in thousands):


	September 30, 2013			December 31, 2012
Corporate and U.S. Related:
Senior Secured Credit Facility — Term B	$	1,802,741		$	1,816,477
Senior Secured Credit Facility — Delayed Draws I and II		537,873			606,561
Senior Secured Credit Facility — Revolving		450,000			400,000
Airplane Financings		68,281			71,047
HVAC Equipment Lease		18,524			19,714
Other		2,766			3,689
Macao Related:
2011 VML Credit Facility		3,208,923			3,209,839
Other		8,319			7,313
Singapore Related:
2012 Singapore Credit Facility — Term		3,666,189			3,767,141
2012 Singapore Credit Facility — Revolving		—			327,578
Other		—			708

		9,763,616			10,230,067
Less — current maturities		(1,301,624	)		(97,802	)

Total long-term debt	$	8,461,992		$	10,132,265

As of September 30, 2013, $1.22 billion of long-term debt classified as current related to the Senior Secured Credit Facility.

Senior Secured Credit Facility

As of September 30, 2013, the Company had $45.5 million of available borrowing capacity under the Senior Secured Credit Facility, net of outstanding letters of credit.

2011 VML Credit Facility

As of September 30, 2013, the Company had $500.0 million of available borrowing capacity under the 2011 VML Credit Facility.

2012 Singapore Credit Facility

As of September 30, 2013, the Company had SGD 492.7 million (approximately $392.7 million at exchange rates in effect on September 30, 2013) of available borrowing capacity under the 2012 Singapore Credit Facility, net of outstanding banker’s guarantees.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):


	Nine Months Ended September 30,
	2013			2012
Proceeds from Senior Secured Credit Facility	$	250,000		$	—
Proceeds from 2012 Singapore Credit Facility		104,357			3,625,516

	$	354,357		$	3,625,516

Repayments on 2012 Singapore Credit Facility	$	(430,504	)	$	—
Repayments on Senior Secured Credit Facility		(282,424	)		(419,448	)
Repayments on Singapore Credit Facility		—			(3,635,676	)
Redemption of Senior Notes		—			(189,712	)
Repayments on Airplane Financings		(2,766	)		(2,766	)
Repayments on Ferry Financing		—			(140,337	)
Repayments on HVAC Equipment Lease and Other Long-Term Debt		(4,483	)		(3,372	)

	$	(720,177	)	$	(4,391,311	)

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of September 30, 2013 and December 31, 2012, was approximately $9.68 billion and $10.12 billion, respectively, compared to its carrying value of $9.73 billion and $10.20 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).

NOTE 4 — EQUITY AND EARNINGS PER SHARE

Common Stock

Dividends

On March 29, June 28 and September 27, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2013, the Company recorded $866.4 million as a distribution against retained earnings (of which $453.1 million related to the Principal Stockholder’s family).

On March 30, June 29 and September 28, 2012, the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2012, the Company recorded $617.4 million as a distribution against retained earnings (of which $323.5 million related to the Principal Stockholder’s family).

In October 2013, the Company’s Board of Directors declared a quarterly dividend of $0.35 per common share (a total estimated to be approximately $287 million) to be paid on December 31, 2013, to shareholders of record on December 20, 2013.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the nine months ended September 30, 2013, the Company repurchased 5,479,601 shares of its common stock for $346.3 million (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury shares.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Warrants

On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the warrant exercise price. Additionally, during the nine months ended September 30, 2012, 39,070 warrants were exercised to purchase an aggregate of 655,496 shares of the Company’s common stock at $6.00 per share and $3.9 million in cash was received as settlement of the warrant exercise price. No warrants were exercised during the nine months ended September 30, 2013.

Other Equity Transactions

In July 2012, the Company purchased a Boeing 747 airplane from an entity controlled by the Principal Stockholder for $34.0 million, based on independent third party appraisals. In accordance with accounting standards regarding transactions between entities under common control, the Company recorded the cost of the airplane at the Principal Stockholder’s book value at the date of the transaction, which was $15.4 million. The $18.6 million difference between the amount paid and the book value of the airplane (a gain to the Principal Stockholder) was recorded as a deemed distribution to the Principal Stockholder during the nine months ended September 30, 2012.

The Company believes that the purchase of the airplane allows it to meet the increased demand for high-end premium direct customer travel driven from the Company’s expanding global gaming operations and is an important component in creating the ultimate trans-Pacific transportation experience for its customers. The Company believes it would have been more costly to acquire the airplane in the open market due to the limited supply of similar aircraft with luxury features.

Noncontrolling Interests

On February 28 and June 21, 2013, SCL paid a dividend of 0.67 Hong Kong dollars (“HKD”) and HKD 0.66 per share, respectively (a total of $1.38 billion), to SCL shareholders (of which the Company retained $970.2 million). On February 28 and June 22, 2012, SCL paid a dividend of HKD 0.58 per share (a total of $1.2 billion) to SCL shareholders (of which the Company retained $844.4 million).

During the nine months ended September 30, 2013 and 2012, the Company distributed $7.8 million and $7.6 million, respectively, to certain of its noncontrolling interests.

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)		823,200,515		821,482,154		823,512,889		801,084,165
Potential dilution from stock options, warrants and restricted stock and stock units		3,764,825		4,124,094		4,030,621		22,276,870

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)		826,965,340		825,606,248		827,543,510		823,361,035

Antidilutive stock options excluded from the calculation of diluted earnings per share		4,573,059		5,549,521		4,547,759		5,395,158

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Accumulated Other Comprehensive Income

As of September 30, 2013 and December 31, 2012, accumulated other comprehensive income consisted solely of foreign currency translation adjustments.

NOTE 5 — VARIABLE INTEREST ENTITIES

The Company consolidates any variable interest entities (“VIEs”) in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any, which management determines such designation based on accounting standards for VIEs.

The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.

As of September 30, 2013 and December 31, 2012, the Company’s joint ventures had total assets of $105.5 million and $94.5 million, respectively, and total liabilities of $121.9 million and $95.8 million, respectively.

NOTE 6 — INCOME TAXES

The Company’s major tax jurisdictions are the U.S., Macao and Singapore. In January 2013, the Internal Revenue Service (“IRS”) completed its examination of tax years 2005 through 2009. The Company decreased its unrecognized tax benefits by $9.3 million due to the conclusion of the IRS audit. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 and 2011. The Company is subject to examination for tax years after 2007 in Macao and Singapore and for tax years after 2009 in the U.S. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome, which would impact the provision for income taxes.

Since January 1, 2012, the Company no longer considers the current portion of the tax earnings and profits of certain of its foreign subsidiaries to be permanently reinvested. The Company has not provided a deferred tax provision for these foreign earnings as the Company expects there will be sufficient U.S. foreign tax credits to offset the U.S. income tax that would result from the repatriation of foreign earnings. The Company recorded valuation allowances on the net deferred tax assets of its U.S. operations and certain foreign jurisdictions. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and to the extent it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will reduce the valuation allowance as appropriate.

In October 2013, the Company received a third 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018. In February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013, that provides for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on September 30, 2013) as a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML”) shareholders on dividend distributions paid from VML gaming profits. The Company will request an extension of the agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming operations; however, there is no assurance that the Company will receive the extension.

In September 2013, the Company and the IRS entered into a Pre-Filing Agreement providing that the Macao special gaming tax (35% of gross gaming revenue) qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. foreign tax credit.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 7 — STOCK-BASED EMPLOYEE COMPENSATION

Stock-based compensation activity under the LVSC 2004 and SCL Equity Plans is as follows (in thousands, except weighted average grant date fair values):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Compensation expense:
Stock options	$	8,391	$	9,137	$	24,481	$	27,182
Restricted stock and stock units		4,903		8,264		15,321		23,086

	$	13,294	$	17,401	$	39,802	$	50,268

Compensation cost capitalized as part of property and equipment	$	129	$	76	$	493	$	371

LVSC 2004 Plan:
Stock options granted		70		45		288		512

Weighted average grant date fair value	$	38.11	$	25.97	$	35.76	$	36.57

Restricted stock granted		4		4		47		517

Weighted average grant date fair value	$	56.84	$	38.39	$	54.72	$	52.97

Restricted stock units granted		89		20		123		333

Weighted average grant date fair value	$	59.83	$	41.59	$	58.82	$	25.98

SCL Equity Plan:
Stock options granted		1,058		2,383		3,787		6,865

Weighted average grant date fair value	$	2.97	$	1.58	$	2.48	$	1.61

Restricted stock units granted		—		—		1,000		—

Weighted average grant date fair value	$	—	$	—	$	5.26	$	—

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
LVSC 2004 Plan:
Weighted average volatility		94.6	%		95.1	%		94.8	%		95.2	%
Expected term (in years)		5.5			5.5			5.5			5.5
Risk-free rate		1.4	%		0.9	%		1.3	%		1.1	%
Expected dividends		2.4	%		2.4	%		2.5	%		1.8	%
SCL Equity Plan:
Weighted average volatility		67.2	%		69.7	%		67.9	%		70.1	%
Expected term (in years)		6.3			6.3			6.3			6.2
Risk-free rate		1.3	%		0.3	%		0.6	%		0.5	%
Expected dividends		2.8	%		4.1	%		3.3	%		4.1	%

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 8 — FAIR VALUE MEASUREMENTS

Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table provides the assets carried at fair value (in thousands):


			Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of September 30, 2013
Cash equivalents⁽¹⁾	$	1,826,658	$	1,826,658	$	—	$	—
Interest rate caps⁽²⁾	$	242	$	—	$	242	$	—
As of December 31, 2012
Cash equivalents⁽¹⁾	$	1,377,330	$	1,377,330	$	—	$	—
Interest rate caps⁽²⁾	$	218	$	—	$	218	$	—

(1)	The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.

(2)	As of September 30, 2013 and December 31, 2012, the Company had 22 and 30 interest rate cap agreements, respectively, with an aggregate fair value of approximately $0.2 million, based on quoted market values from the institutions holding the agreements.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

On October 15, 2004, Richard Suen and Round Square Company Limited (“RSC”) filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court of Clark County”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings which may affect the outcome of the new trial, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court of Clark County granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of RSC in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court of Clark County requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court of Clark County denied the Company’s motion. On October 17, 2013, the Court entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. The Company intends to appeal the jury verdict and the award of the costs and fees. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. On June 9, 2011, the District Court of Clark County dismissed the defamation claim and certified the decision as to Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court of Clark County to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the district court’s decision. On January 17, 2012, Mr. Jacobs filed his opening brief with the Nevada Supreme Court regarding his appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to Mr. Jacobs’ opening brief. On March 8, 2012, the District Court of Clark County set a hearing date for the week of June 25-29, 2012, for the evidentiary hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court of Clark County vacated the hearing date previously set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court of Clark County set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing. From September 10 to September 12, 2012, the District Court of Clark County held a hearing to determine the outcome of certain discovery disputes and issued an Order on September 14, 2012. In its Order, the District Court of Clark County fined LVSC $25,000 and, for the purposes of the jurisdictional discovery and evidentiary hearing, precluded the Defendants from relying on the Macao Data Privacy Act as an objection or defense under its discovery obligations. On December 21, 2012, the District Court of Clark County ordered the defendants to produce documents from a former counsel to LVSC containing attorney client privileged information. On January 23, 2013, the defendants filed a writ with the Nevada

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court of Clark County granted defendants motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court of Clark County ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28^th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28^th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28^th Order by the District Court of Clark County until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court of Clark County scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18^th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18^th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18^th Order. On June 28, 2013, the District Court of Clark County vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs (each of which have now been fully briefed to the Nevada Supreme Court). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court of Clark County’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court has taken both matters under advisement pending a decision. Mr. Jacobs is seeking unspecified damages in this matter. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice (the “DOJ”) that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from the lawsuit filed by Steven C. Jacobs described above.

After the Company’s receipt of the subpoena from the SEC on February 9, 2011, the Board of Directors delegated to the Audit Committee, comprised of three independent members of the Board of Directors, the authority to investigate the matters raised in the SEC subpoena and related inquiry of the DOJ.

As part of the 2012 annual audit of the Company’s financial statements, the Audit Committee advised the Company and its independent accountants that it had reached certain preliminary findings, including that there were likely violations of the books and records and internal controls provisions of the FCPA and that in recent years, the Company has improved its practices with respect to books and records and internal controls.

Based on the information provided to management by the Audit Committee and its counsel, the Company believes, and the Audit Committee concurs, that the preliminary findings:

•

do not have a material impact on the financial statements of the Company;

•

do not warrant any restatement of the Company’s past financial statements; and

•

do not represent a material weakness in the Company’s internal controls over financial reporting as of September 30, 2013.

The investigation by the Audit Committee is now completed. The Company is cooperating with all investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter, the extent of materiality, or the range of reasonably possible loss, if any.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing Defendants’ Motion for Partial Reconsideration of the Court’s Order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiff filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until a July 22, 2013 status hearing. On July 22, 2013, the Court extended the stay until December 2, 2013. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

On March 23, 2012, Ernest Kleinschmidt filed a shareholder derivative action (the “Kleinschmidt action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Michael A. Leven, Irwin A. Siegel, Jeffrey H. Schwartz, Jason N. Ader, Charles D. Forman, Irwin Chafetz and George P. Koo, who are currently members of the Board of Directors, and Wing T. Chao, Andrew R. Heyer, James Purcell, Bradley H. Stone and William P. Weidner, who are former members of the Board of Directors and/or executives of the Company. The complaint alleges, among other things, breach of fiduciary duties for disseminating false and misleading information, failure to maintain internal controls and failing to properly oversee and manage the Company, and unjust enrichment. The complaint seeks, among other relief, unspecified damages, direction to LVSC to take unspecified actions to improve its corporate governance and internal procedures, restitution and disgorgement of profits, and attorneys’ fees, costs and related expenses for the plaintiff. On June 29, 2012, the defendants who had been served at that time including nominal defendant LVSC and defendants Michael A. Leven, Irwin A. Siegel, Jason N. Ader, Charles D. Forman, Irwin Chafetz, George P. Koo, James Purcell, Bradley H. Stone and William P. Weidner filed a motion to dismiss. On July 20 and July 25, 2012, defendants Jeffery H. Schwartz and Wing T. Chao, respectively, each filed a substantially similar motion to dismiss. On October 10, 2012, the case was transferred to business court within the District Court of Clark County. On October 12, 2012, the case was reassigned to a new judge. On January 14, 2013, the District Court of Clark County filed its order dismissing the entire case for failure to make a demand on the Board of Directors of LVSC with 5 of 6 claims dismissed with prejudice as being time barred under applicable statutes of limitations. The sixth claim for unjust enrichment was allowed to be re-filed, but only after demand on the Board of Directors of LVSC is made. The Company received a letter from the plaintiffs lawyers dated February 9, 2013, making their demand on the Board of Directors of LVSC for the unjust enrichment claim that the District Court of Clark County previously dismissed without prejudice. In addition, on February 19, 2013, the plaintiffs filed a notice of appeal with the Nevada Supreme Court appealing the dismissal of the case. Plaintiff’s opening brief in the Nevada Supreme Court was due on August 12, 2013, and the response briefs were due per the court’s calendar. On September 4, 2013, the appeal to the Nevada Supreme Court was dismissed. Based on proceedings to date, management is unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and Venetian Casino Resort, LLC (“VCR” and collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.6 million at exchange rates in effect on September 30, 2013) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.

On August 1, 2012, SCL filed an announcement with the SEHK stating that SCL’s subsidiary, VML, has received a notification from the Office for Personal Data Protection of the Macao government (the “OPDP”) indicating that the OPDP has launched an official investigation procedure in relation to the alleged transfer from Macao by VML to the United States of certain data contrary to the Personal Data Protection Act (Macau). On April 13, 2013, the OPDP presented its findings and VML received a cumulative fine of 40,000 patacas (approximately $5,008 at exchange rates in effect on September 30, 2013). VML paid the fine as levied by the OPDP.

The Company has received subpoenas from the U.S. Attorney’s Office (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide written reports to the USAO regarding certain of its casino-related activities. The amount has been paid during the quarter ended September 30, 2013, and the matter has been closed.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 10 — SEGMENT INFORMATION

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, some of which have been suspended, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao and phase III of Sands Cotai Central in Macao, and the Las Vegas Condo Tower (included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The information for the nine months ended September 30, 2012, has been reclassified to conform to the current presentation. The Company’s segment information as of September 30, 2013 and December 31, 2012, and for the three and nine months ended September 30, 2013 and 2012, is as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net Revenues:
Macao:
The Venetian Macao	$	935,233		$	772,769		$	2,702,151		$	2,194,975
Sands Cotai Central		736,599			295,855			1,907,780			561,456
Four Seasons Macao		330,027			224,478			827,336			790,219
Sands Macao		305,329			315,280			910,269			935,966
Other Asia		35,385			37,289			105,666			110,792

		2,342,573			1,645,671			6,453,202			4,593,408
Marina Bay Sands		774,199			625,548			2,308,553			2,168,979
United States:
Las Vegas Operating Properties		375,041			364,426			1,132,312			1,076,342
Sands Bethlehem		122,922			121,966			372,597			352,624

		497,963			486,392			1,504,909			1,428,966
Intersegment eliminations		(46,195	)		(48,129	)		(152,464	)		(137,223	)

Total net revenues	$	3,568,540		$	2,709,482		$	10,114,200		$	8,054,130

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Adjusted Property EBITDA⁽¹⁾
Macao:
The Venetian Macao	$	357,197		$	299,001		$	1,066,543		$	810,175
Sands Cotai Central		224,272			53,654			501,940			105,492
Four Seasons Macao		112,922			54,386			228,283			198,492
Sands Macao		89,947			80,869			274,887			259,129
Other Asia		1,177			(2,124	)		(4,547	)		(13,801	)

		785,515			485,786			2,067,106			1,359,487
Marina Bay Sands		373,612			260,788			1,125,742			1,063,712
United States:
Las Vegas Operating Properties		87,135			98,206			263,532			278,362
Sands Bethlehem		29,553			32,118			92,988			86,537

		116,688			130,324			356,520			364,899

Total adjusted property EBITDA		1,275,815			876,898			3,549,368			2,788,098
Other Operating Costs and Expenses
Stock-based compensation		(8,170	)		(7,407	)		(21,831	)		(22,914	)
Legal settlement		(47,400	)		—			(47,400	)		—
Corporate		(38,468	)		(54,617	)		(141,221	)		(162,164	)
Pre-opening		(1,778	)		(39,872	)		(9,646	)		(134,803	)
Development		(3,487	)		(4,201	)		(14,840	)		(12,196	)
Depreciation and amortization		(248,925	)		(226,538	)		(752,530	)		(641,725	)
Amortization of leasehold interests in land		(10,022	)		(10,014	)		(30,297	)		(30,016	)
Impairment loss		—			—			—			(143,674	)
Loss on disposal of assets		(2,739	)		(154	)		(9,433	)		(1,229	)

Operating income		914,826			534,095			2,522,170			1,639,377
Other Non-Operating Costs and Expenses
Interest income		3,819			4,176			10,848			16,716
Interest expense, net of amounts capitalized		(66,917	)		(62,292	)		(204,125	)		(191,497	)
Other income		3,207			2,352			4,992			715
Loss on modification or early retirement of debt		—			—			—			(19,234	)
Income tax expense		(45,637	)		(33,351	)		(148,940	)		(135,607	)

Net income	$	809,298		$	444,980		$	2,184,945		$	1,310,470

(1)

Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense (see “— Note 9 — Commitments and Contingencies — Litigation”), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. 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.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Intersegment Revenues
Macao:
The Venetian Macao	$	1,094	$	1,177	$	3,582	$	3,249
Sands Cotai Central		89		88		267		164
Other Asia		5,270		8,954		24,131		23,166

		6,453		10,219		27,980		26,579
Marina Bay Sands		2,327		958		7,079		2,057
Las Vegas Operating Properties		37,415		36,952		117,405		108,587

Total intersegment revenues	$	46,195	$	48,129	$	152,464	$	137,223


	Nine Months Ended September 30,
	2013		2012
Capital Expenditures
Corporate and Other	$	33,464	$	49,321
Macao:
The Venetian Macao		61,580		55,118
Sands Cotai Central		176,330		700,442
Four Seasons Macao		8,648		22,145
Sands Macao		15,930		16,844
Other Asia		386		953
The Parisian Macao		133,697		10,922

		396,571		806,424
Marina Bay Sands		122,931		98,382
United States:
Las Vegas Operating Properties		40,824		90,340
Sands Bethlehem		5,692		18,311

		46,516		108,651

Total capital expenditures	$	599,482	$	1,062,778

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


	September 30, 2013		December 31, 2012
Total Assets
Corporate and Other	$	695,078	$	586,788
Macao:
The Venetian Macao		3,406,451		3,254,193
Sands Cotai Central		4,959,618		4,791,560
Four Seasons Macao		1,304,821		1,338,714
Sands Macao		404,031		414,531
Other Asia		350,495		345,522
The Parisian Macao		284,718		118,975
Other Development Projects		217		123

		10,710,351		10,263,618
Marina Bay Sands		6,745,555		6,941,510
United States:
Las Vegas Operating Properties		3,629,824		3,605,513
Sands Bethlehem		704,287		766,223

		4,334,111		4,371,736

Total assets	$	22,485,095	$	22,163,652


	September 30, 2013		December 31, 2012
Total Long-Lived Assets
Corporate and Other	$	405,813	$	398,100
Macao:
The Venetian Macao		1,920,083		1,968,415
Sands Cotai Central		3,773,522		3,836,471
Four Seasons Macao		943,248		971,732
Sands Macao		277,657		285,344
Other Asia		191,700		202,392
The Parisian Macao		284,665		118,912

		7,390,875		7,383,266
Marina Bay Sands		5,382,629		5,657,351
United States:
Las Vegas Operating Properties		3,073,986		3,179,426
Sands Bethlehem		586,602		607,346

		3,660,588		3,786,772

Total long-lived assets	$	16,839,905	$	17,225,489

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 11 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

LVSLLC, VCR, Mall Intermediate Holding Company, LLC, Venetian Transport, LLC, Venetian Marketing, Inc., Lido Intermediate Holding Company, LLC, Lido Casino Resort Holding Company, LLC, Sands Expo & Convention Center, Inc. (formerly Interface Group-Nevada, Inc.), Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC (collectively, the “Restricted Subsidiaries”), are all guarantors under the Senior Secured Credit Facility. In March 2013, Phase II Mall Holding, LLC was merged into Lido Casino Resort Holding Company, LLC, which was then merged into Lido Intermediate Holding Company, LLC, which was then merged into VCR. Mall Intermediate Holding Company, LLC was also merged into VCR in March 2013 and Venetian Transport, LLC was merged into LVSLLC in May 2013. The noncontrolling interest amount included in the Restricted Subsidiaries’ condensed consolidating balance sheets is related to non-voting preferred stock of one of the subsidiaries held by third parties.

In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of $26.4 million (consisting of $242.1 million of property and equipment, offset by $268.5 million of liabilities consisting primarily of deferred proceeds from the sale) and $17.3 million (consisting of $250.8 million of property and equipment, offset by $268.1 million of liabilities consisting primarily of deferred proceeds from the sale) as of September 30, 2013 and December 31, 2012, respectively, and a net loss (consisting primarily of depreciation expense) of $3.2 million and $9.6 million for the three and nine months ended September 30, 2013, respectively, and $3.8 million and $11.3 million for the three and nine months ended September 30, 2012, respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the Senior Secured Credit Facility.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The condensed consolidating financial information of LVSC, the Restricted Subsidiaries and the non-restricted subsidiaries on a combined basis as of September 30, 2013 and December 31, 2012, and for the three and nine months ended September 30, 2013 and 2012, is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2013


	Las Vegas Sands Corp.		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	134,201	$	286,393	$	2,788,526	$	—		$	3,209,120
Restricted cash and cash equivalents		—		—		5,750		—			5,750
Intercompany receivables		203,179		41,409		—		(244,588	)		—
Accounts receivable, net		2,724		291,056		1,554,742		—			1,848,522
Inventories		4,522		10,957		26,204		—			41,683
Deferred income taxes, net		7,786		—		—		(5,286	)		2,500
Prepaid expenses and other		21,309		9,220		74,016		(4,852	)		99,693

Total current assets		373,721		639,035		4,449,238		(254,726	)		5,207,268
Property and equipment, net		175,002		3,229,420		12,008,787		—			15,413,209
Investments in subsidiaries		7,320,645		5,852,048		—		(13,172,693	)		—
Deferred financing costs, net		195		7,923		161,299		—			169,417
Restricted cash and cash equivalents		—		1,102		482		—			1,584
Intercompany receivables		5,112		39,709		—		(44,821	)		—
Intercompany notes receivable		—		1,042,760		—		(1,042,760	)		—
Deferred income taxes, net		560		41,156		—		(734	)		40,982
Leasehold interests in land, net		—		—		1,426,696		—			1,426,696
Intangible assets, net		690		—		105,544		—			106,234
Other assets, net		264		24,786		94,655		—			119,705

Total assets	$	7,876,189	$	10,877,939	$	18,246,701	$	(14,515,734	)	$	22,485,095

Accounts payable	$	10,096	$	31,966	$	72,679	$	—		$	114,741
Construction payables		2,296		4,474		258,261		—			265,031
Intercompany payables		—		197,491		47,097		(244,588	)		—
Accrued interest payable		76		490		861		—			1,427
Other accrued liabilities		164,313		240,662		1,817,072		—			2,222,047
Income taxes payable		—		2		145,098		(4,852	)		140,248
Deferred income taxes		—		5,203		83		(5,286	)		—
Current maturities of long-term debt		3,688		1,221,383		76,553		—			1,301,624

Total current liabilities		180,469		1,701,671		2,417,704		(254,726	)		4,045,118
Other long-term liabilities		44,907		10,227		91,690		—			146,824
Intercompany payables		—		—		44,821		(44,821	)		—
Intercompany notes payable		—		—		1,042,760		(1,042,760	)		—
Deferred income taxes		—		—		173,900		(734	)		173,166
Deferred amounts related to mall transactions		—		426,999		—		—			426,999
Long-term debt		64,593		1,589,231		6,808,168		—			8,461,992

Total liabilities		289,969		3,728,128		10,579,043		(1,343,041	)		13,254,099

Total Las Vegas Sands Corp. stockholders’ equity		7,586,220		7,149,406		6,023,287		(13,172,693	)		7,586,220
Noncontrolling interests		—		405		1,644,371		—			1,644,776

Total equity		7,586,220		7,149,811		7,667,658		(13,172,693	)		9,230,996

Total liabilities and equity	$	7,876,189	$	10,877,939	$	18,246,701	$	(14,515,734	)	$	22,485,095

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012


	Las Vegas Sands Corp.		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	7,962	$	182,402	$	2,322,402	$	—		$	2,512,766
Restricted cash and cash equivalents		—		34		4,487		—			4,521
Intercompany receivables		209,961		62,968		—		(272,929	)		—
Intercompany notes receivable		—		1,100,000		237,161		(1,337,161	)		—
Accounts receivable, net		6,646		259,691		1,552,923		—			1,819,260
Inventories		3,501		13,081		27,293		—			43,875
Deferred income taxes, net		5,687		—		87		(3,475	)		2,299
Prepaid expenses and other		13,257		12,223		69,313		—			94,793

Total current assets		247,014		1,630,399		4,213,666		(1,613,565	)		4,477,514
Property and equipment, net		173,065		3,329,824		12,263,859		—			15,766,748
Investments in subsidiaries		7,045,198		4,657,313		—		(11,702,511	)		—
Deferred financing costs, net		238		12,528		201,699		—			214,465
Restricted cash and cash equivalents		—		1,068		870		—			1,938
Intercompany receivables		6,109		54,982		—		(61,091	)		—
Intercompany notes receivable		—		928,728		—		(928,728	)		—
Deferred income taxes, net		3,665		39,429		—		186			43,280
Leasehold interests in land, net		—		—		1,458,741		—			1,458,741
Intangible assets, net		690		—		69,928		—			70,618
Other assets, net		243		18,994		111,111		—			130,348

Total assets	$	7,476,222	$	10,673,265	$	18,319,874	$	(14,305,709	)	$	22,163,652

Accounts payable	$	9,948	$	25,007	$	71,543	$	—		$	106,498
Construction payables		5,318		7,680		330,374		—			343,372
Intercompany payables		—		173,698		99,231		(272,929	)		—
Intercompany notes payable		237,161		—		1,100,000		(1,337,161	)		—
Accrued interest payable		82		1,050		14,410		—			15,542
Other accrued liabilities		42,318		235,882		1,617,283		—			1,895,483
Income taxes payable		—		4		164,122		—			164,126
Deferred income taxes		—		3,475		—		(3,475	)		—
Current maturities of long-term debt		3,688		90,649		3,465		—			97,802

Total current liabilities		298,515		537,445		3,400,428		(1,613,565	)		2,622,823
Other long-term liabilities		48,506		9,776		75,654		—			133,936
Intercompany payables		—		—		61,091		(61,091	)		—
Intercompany notes payable		—		—		928,728		(928,728	)		—
Deferred income taxes		—		—		185,759		186			185,945
Deferred amounts related to mall transactions		—		430,271		—		—			430,271
Long-term debt		67,359		2,753,745		7,311,161		—			10,132,265

Total liabilities		414,380		3,731,237		11,962,821		(2,603,198	)		13,505,240

Total Las Vegas Sands Corp. stockholders’ equity		7,061,842		6,941,623		4,760,888		(11,702,511	)		7,061,842
Noncontrolling interests		—		405		1,596,165		—			1,596,570

Total equity		7,061,842		6,942,028		6,357,053		(11,702,511	)		8,658,412

Total liabilities and equity	$	7,476,222	$	10,673,265	$	18,319,874	$	(14,305,709	)	$	22,163,652

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2013


	Las Vegas Sands Corp.			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	168,131		$	2,816,407		$	—		$	2,984,538
Rooms		—			110,934			238,067			—			349,001
Food and beverage		—			40,267			133,993			—			174,260
Mall		—			—			128,068			—			128,068
Convention, retail and other		—			69,798			95,187			(41,726	)		123,259

		—			389,130			3,411,722			(41,726	)		3,759,126
Less — promotional allowances		(413	)		(23,488	)		(166,178	)		(507	)		(190,586	)

Net revenues		(413	)		365,642			3,245,544			(42,233	)		3,568,540

Operating expenses:
Casino		—			80,901			1,587,997			(791	)		1,668,107
Rooms		—			39,298			30,216			(3	)		69,511
Food and beverage		—			19,455			69,645			(1,080	)		88,020
Mall		—			—			17,319			—			17,319
Convention, retail and other		—			21,656			53,932			(6,486	)		69,102
Provision for doubtful accounts		—			6,123			49,248			—			55,371
General and administrative		—			126,782			254,309			(226	)		380,865
Corporate		34,257			349			37,506			(33,644	)		38,468
Pre-opening		—			271			1,507			—			1,778
Development		3,460			30			—			(3	)		3,487
Depreciation and amortization		6,989			45,323			196,613			—			248,925
Amortization of leasehold interests in land		—			—			10,022			—			10,022
(Gain) loss on disposal of assets		1,000			(5	)		1,744			—			2,739

		45,706			340,183			2,310,058			(42,233	)		2,653,714

Operating income (loss)		(46,119	)		25,459			935,486			—			914,826
Other income (expense):
Interest income		49			40,047			4,266			(40,543	)		3,819
Interest expense, net of amounts capitalized		(885	)		(21,590	)		(84,985	)		40,543			(66,917	)
Other income (expense)		(1	)		1,153			2,055			—			3,207
Income from equity investments in subsidiaries		669,879			591,965			—			(1,261,844	)		—

Income before income taxes		622,923			637,034			856,822			(1,261,844	)		854,935
Income tax benefit (expense)		3,821			(1,041	)		(48,417	)		—			(45,637	)

Net income		626,744			635,993			808,405			(1,261,844	)		809,298
Net income attributable to noncontrolling interests		—			(768	)		(181,786	)		—			(182,554	)

Net income attributable to Las Vegas Sands Corp.	$	626,744		$	635,225		$	626,619		$	(1,261,844	)	$	626,744

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2012


							Non-			Consolidating/
	Las Vegas			Restricted			Restricted			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total
Revenues:
Casino	$	—		$	171,472		$	2,029,558		$	—		$	2,201,030
Rooms		—			105,695			182,154			—			287,849
Food and beverage		—			31,157			111,528			—			142,685
Mall		—			—			103,232			—			103,232
Convention, retail and other		—			69,094			88,212			(40,177	)		117,129

		—			377,418			2,514,684			(40,177	)		2,851,925
Less — promotional allowances		(270	)		(22,337	)		(119,428	)		(408	)		(142,443	)

Net revenues		(270	)		355,081			2,395,256			(40,585	)		2,709,482

Operating expenses:
Casino		—			78,953			1,199,871			(662	)		1,278,162
Rooms		—			32,893			26,019			(1	)		58,911
Food and beverage		—			17,848			60,916			(1,016	)		77,748
Mall		—			—			16,666			—			16,666
Convention, retail and other		—			17,963			54,346			(5,442	)		66,867
Provision for doubtful accounts		—			9,047			63,758			—			72,805
General and administrative		—			69,861			199,172			(201	)		268,832
Corporate		50,017			119			37,742			(33,261	)		54,617
Pre-opening		—			—			39,872			—			39,872
Development		4,203			—			—			(2	)		4,201
Depreciation and amortization		7,432			54,137			164,969			—			226,538
Amortization of leasehold interests in land		—			—			10,014			—			10,014
(Gain) loss on disposal of assets		—			(64	)		218			—			154

		61,652			280,757			1,873,563			(40,585	)		2,175,387

Operating income (loss)		(61,922	)		74,324			521,693			—			534,095
Other income (expense):
Interest income		44			34,804			3,557			(34,229	)		4,176
Interest expense, net of amounts capitalized		(373	)		(21,425	)		(74,723	)		34,229			(62,292	)
Other income		—			804			1,548			—			2,352
Income from equity investments in subsidiaries		331,727			309,588			—			(641,315	)		—

Income before income taxes		269,476			398,095			452,075			(641,315	)		478,331
Income tax benefit (expense)		80,306			(81,569	)		(32,088	)		—			(33,351	)

Net income		349,782			316,526			419,987			(641,315	)		444,980
Net income attributable to noncontrolling interests		—			(685	)		(94,513	)		—			(95,198	)

Net income attributable to Las Vegas Sands Corp.	$	349,782		$	315,841		$	325,474		$	(641,315	)	$	349,782

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2013


	Las Vegas Sands Corp.			Restricted Subsidiaries			Non- Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	433,095		$	7,961,626		$	—		$	8,394,721
Rooms		—			352,615			646,031			—			998,646
Food and beverage		—			146,611			387,750			—			534,361
Mall		—			—			321,522			—			321,522
Convention, retail and other		—			233,063			268,880			(129,573	)		372,370

		—			1,165,384			9,585,809			(129,573	)		10,621,620
Less — promotional allowances		(1,027	)		(66,228	)		(438,791	)		(1,374	)		(507,420	)

Net revenues		(1,027	)		1,099,156			9,147,018			(130,947	)		10,114,200

Operating expenses:
Casino		—			231,948			4,484,376			(2,217	)		4,714,107
Rooms		—			117,329			86,560			(3	)		203,886
Food and beverage		—			67,369			209,895			(3,219	)		274,045
Mall		—			—			52,724			—			52,724
Convention, retail and other		—			76,723			169,579			(18,257	)		228,045
Provision for doubtful accounts		—			25,449			156,659			—			182,108
General and administrative		—			265,942			713,825			(619	)		979,148
Corporate		122,181			614			125,045			(106,619	)		141,221
Pre-opening		—			386			9,260			—			9,646
Development		14,428			425			—			(13	)		14,840
Depreciation and amortization		19,466			135,918			597,146			—			752,530
Amortization of leasehold interests in land		—			—			30,297			—			30,297
Loss on disposal of assets		1,000			1,109			7,324			—			9,433

		157,075			923,212			6,642,690			(130,947	)		7,592,030

Operating income (loss)		(158,102	)		175,944			2,504,328			—			2,522,170
Other income (expense):
Interest income		1,144			132,375			12,550			(135,221	)		10,848
Interest expense, net of amounts capitalized		(3,755	)		(66,140	)		(269,451	)		135,221			(204,125	)
Other income (expense)		31			(1,312	)		6,273			—			4,992
Income from equity investments in subsidiaries		1,842,779			1,554,840			—			(3,397,619	)		—

Income before income taxes		1,682,097			1,795,707			2,253,700			(3,397,619	)		2,333,885
Income tax benefit (expense)		46,361			(54,436	)		(140,865	)		—			(148,940	)

Net income		1,728,458			1,741,271			2,112,835			(3,397,619	)		2,184,945
Net income attributable to noncontrolling interests		—			(1,853	)		(454,634	)		—			(456,487	)

Net income attributable to Las Vegas Sands Corp.	$	1,728,458		$	1,739,418		$	1,658,201		$	(3,397,619	)	$	1,728,458

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2012


							Non-			Consolidating/
	Las Vegas			Restricted			Restricted			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total
Revenues:
Casino	$	—		$	424,764		$	6,110,183		$	—		$	6,534,947
Rooms		—			331,931			498,956			—			830,887
Food and beverage		—			133,056			322,828			—			455,884
Mall		—			—			268,390			—			268,390
Convention, retail and other		—			218,361			262,296			(116,977	)		363,680

		—			1,108,112			7,462,653			(116,977	)		8,453,788
Less — promotional allowances		(783	)		(63,596	)		(334,092	)		(1,187	)		(399,658	)

Net revenues		(783	)		1,044,516			7,128,561			(118,164	)		8,054,130

Operating expenses:
Casino		—			220,989			3,454,012			(1,830	)		3,673,171
Rooms		—			102,974			69,240			(4	)		172,210
Food and beverage		—			64,354			176,812			(3,144	)		238,022
Mall		—			—			50,765			—			50,765
Convention, retail and other		—			61,313			177,702			(14,221	)		224,794
Provision for doubtful accounts		—			23,070			160,327			—			183,397
General and administrative		—			206,635			540,557			(605	)		746,587
Corporate		149,687			316			110,508			(98,347	)		162,164
Pre-opening		—			—			134,805			(2	)		134,803
Development		12,207			—			—			(11	)		12,196
Depreciation and amortization		14,691			165,343			461,691			—			641,725
Amortization of leasehold interests in land		—			—			30,016			—			30,016
Impairment loss		—			—			143,674			—			143,674
(Gain) loss on disposal of assets		(1	)		503			727			—			1,229

		176,584			845,497			5,510,836			(118,164	)		6,414,753

Operating income (loss)		(177,367	)		199,019			1,617,725			—			1,639,377
Other income (expense):
Interest income		237			99,361			15,224			(98,106	)		16,716
Interest expense, net of amounts capitalized		(4,107	)		(70,686	)		(214,810	)		98,106			(191,497	)
Other income (expense)		(47	)		480			282			—			715
Loss on modification or early retirement of debt		(2,831	)		(1,599	)		(14,804	)		—			(19,234	)
Income from equity investments in subsidiaries		1,142,450			959,487			—			(2,101,937	)		—

Income before income taxes		958,335			1,186,062			1,403,617			(2,101,937	)		1,446,077
Income tax benefit (expense)		130,976			(122,787	)		(143,796	)		—			(135,607	)

Net income		1,089,311			1,063,275			1,259,821			(2,101,937	)		1,310,470
Net income attributable to noncontrolling interests		—			(1,946	)		(219,213	)		—			(221,159	)

Net income attributable to Las Vegas Sands Corp.	$	1,089,311		$	1,061,329		$	1,040,608		$	(2,101,937	)	$	1,089,311

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2013


	Las Vegas Sands Corp.		Restricted Subsidiaries			Non- Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	626,744	$	635,993		$	808,405		$	(1,261,844	)	$	809,298
Currency translation adjustment, net of tax		19,105		16,468			19,865			(35,573	)		19,865

Total comprehensive income		645,849		652,461			828,270			(1,297,417	)		829,163
Comprehensive income attributable to noncontrolling interests		—		(768	)		(182,546	)		—			(183,314	)

Comprehensive income attributable to Las Vegas Sands Corp.	$	645,849	$	651,693		$	645,724		$	(1,297,417	)	$	645,849

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2012


						Non-			Consolidating/
	Las Vegas		Restricted			Restricted			Eliminating
	Sands Corp.		Subsidiaries			Subsidiaries			Entries			Total
Net income	$	349,782	$	316,526		$	419,987		$	(641,315	)	$	444,980
Currency translation adjustment, net of tax		93,693		79,671			94,294			(173,364	)		94,294

Total comprehensive income		443,475		396,197			514,281			(814,679	)		539,274
Comprehensive income attributable to noncontrolling interests		—		(685	)		(95,114	)		—			(95,799	)

Comprehensive income attributable to Las Vegas Sands Corp.	$	443,475	$	395,512		$	419,167		$	(814,679	)	$	443,475

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2013


	Las Vegas Sands Corp.			Restricted Subsidiaries			Non- Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,728,458		$	1,741,271		$	2,112,835		$	(3,397,619	)	$	2,184,945
Currency translation adjustment, net of tax		(68,866	)		(58,573	)		(69,672	)		127,439			(69,672	)

Total comprehensive income		1,659,592			1,682,698			2,043,163			(3,270,180	)		2,115,273
Comprehensive income attributable to noncontrolling interests		—			(1,853	)		(453,828	)		—			(455,681	)

Comprehensive income attributable to Las Vegas Sands Corp.	$	1,659,592		$	1,680,845		$	1,589,335		$	(3,270,180	)	$	1,659,592

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2012


						Non-			Consolidating/
	Las Vegas		Restricted			Restricted			Eliminating
	Sands Corp.		Subsidiaries			Subsidiaries			Entries			Total
Net income	$	1,089,311	$	1,063,275		$	1,259,821		$	(2,101,937	)	$	1,310,470
Currency translation adjustment, net of tax		162,118		138,465			165,214			(300,583	)		165,214

Total comprehensive income		1,251,429		1,201,740			1,425,035			(2,402,520	)		1,475,684
Comprehensive income attributable to noncontrolling interests		—		(1,946	)		(222,309	)		—			(224,255	)

Comprehensive income attributable to Las Vegas Sands Corp.	$	1,251,429	$	1,199,794		$	1,202,726		$	(2,402,520	)	$	1,251,429

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2013


	Las Vegas Sands Corp.			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	1,437,786		$	1,578,525		$	2,994,139		$	(2,849,667	)	$	3,160,783

Cash flows from investing activities:
Change in restricted cash and cash equivalents		—			—			(877	)		—			(877	)
Capital expenditures		(25,425	)		(39,542	)		(534,515	)		—			(599,482	)
Proceeds from disposal of property and equipment		—			121			592			—			713
Acquisition of intangible assets		—			—			(45,857	)		—			(45,857	)
Dividends received from non-restricted subsidiaries		—			1,115,116			—			(1,115,116	)		—
Repayments of receivable from Las Vegas Sands Corp.		—			—			237,161			(237,161	)		—
Repayments of receivable from non-restricted subsidiaries		—			1,155			—			(1,155	)		—
Capital contributions to subsidiaries		(33	)		(1,054,416	)		—			1,054,449			—

Net cash generated from (used in) investing activities		(25,458	)		22,434			(343,496	)		(298,983	)		(645,503	)

Cash flows from financing activities:
Proceeds from exercise of stock options		28,686			—			17,747			—			46,433
Excess tax benefit from stock option exercises		2,394			—			—			—			2,394
Repurchase of common stock		(211,241	)		—			—			—			(211,241	)
Dividends paid		(866,001	)		—			(411,359	)		—			(1,277,360	)
Distributions to noncontrolling interests		—			(1,853	)		(5,955	)		—			(7,808	)
Dividends paid to Las Vegas Sands Corp.		—			(1,460,929	)		(65,765	)		1,526,694			—
Dividends paid to Restricted Subsidiaries		—			—			(2,438,089	)		2,438,089			—
Capital contributions received		—			—			1,054,449			(1,054,449	)		—
Repayments on borrowings from Restricted Subsidiaries		—			—			(1,155	)		1,155			—
Repayments on borrowings from non-restricted subsidiaries		(237,161	)		—			—			237,161			—
Proceeds from senior secured credit facility		—			250,000			—			—			250,000
Proceeds from 2012 Singapore credit facility		—			—			104,357			—			104,357
Repayments on 2012 Singapore credit facility		—			—			(430,504	)		—			(430,504	)
Repayments on senior secured credit facility		—			(282,424	)		—			—			(282,424	)
Repayments on airplane financings		(2,766	)		—			—			—			(2,766	)
Repayments on HVAC equipment lease and other long-term debt		—			(1,762	)		(2,721	)		—			(4,483	)

Net cash used in financing activities		(1,286,089	)		(1,496,968	)		(2,178,995	)		3,148,650			(1,813,402	)

Effect of exchange rate on cash		—			—			(5,524	)		—			(5,524	)

Increase in cash and cash equivalents		126,239			103,991			466,124			—			696,354
Cash and cash equivalents at beginning of period		7,962			182,402			2,322,402			—			2,512,766

Cash and cash equivalents at end of period	$	134,201		$	286,393		$	2,788,526		$	—		$	3,209,120

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2012


							Non-			Consolidating/
	Las Vegas			Restricted			Restricted			Eliminating
	Sands Corp.			Subsidiaries			Subsidiaries			Entries			Total
Net cash generated from operating activities	$	356,400		$	1,133,389		$	2,038,698		$	(1,355,654	)	$	2,172,833

Cash flows from investing activities:
Change in restricted cash and cash equivalents		—			—			(717	)		—			(717	)
Capital expenditures		(33,081	)		(91,052	)		(938,645	)		—			(1,062,778	)
Proceeds from disposal of property and equipment		—			348			1,918			—			2,266
Notes receivable to non-restricted subsidiaries		—			(9,773	)		—			9,773			—
Dividends received from non-restricted subsidiaries		—			959,500			—			(959,500	)		—
Repayments of receivable from non-restricted subsidiaries		—			570			—			(570	)		—
Capital contributions to subsidiaries		(34,064	)		(880,000	)		—			914,064			—

Net cash used in investing activities		(67,145	)		(20,407	)		(937,444	)		(36,233	)		(1,061,229	)

Cash flows from financing activities:
Proceeds from exercise of stock options		24,505			—			5,865			—			30,370
Proceeds from the exercise of warrants		528,908			—			—			—			528,908
Dividends paid		(616,052	)		—			(357,056	)		—			(973,108	)
Distributions to noncontrolling interests		—			(1,946	)		(5,678	)		—			(7,624	)
Deemed distribution to Principal Stockholder		—			—			(18,576	)		—			(18,576	)
Dividends paid to Las Vegas Sands Corp.		—			(442,138	)		(75,012	)		517,150			—
Dividends paid to Restricted Subsidiaries		—			—			(1,798,004	)		1,798,004			—
Capital contributions received		—			—			914,064			(914,064	)		—
Borrowings from Restricted Subsidiaries		—			—			9,773			(9,773	)		—
Repayments on borrowings from Restricted Subsidiaries		—			—			(570	)		570			—
Proceeds from 2012 Singapore credit facility		—			—			3,625,516			—			3,625,516
Repayments on Singapore credit facility		—			—			(3,635,676	)		—			(3,635,676	)
Repayments on senior secured credit facility		—			(419,448	)		—			—			(419,448	)
Redemption of senior notes		(189,712	)		—			—			—			(189,712	)
Repayments on ferry financing		—			—			(140,337	)		—			(140,337	)
Repayments on airplane financings		(2,766	)		—			—			—			(2,766	)
Repayments on HVAC equipment lease and other long-term debt		—			(1,599	)		(1,773	)		—			(3,372	)
Payments of deferred financing costs		—			—			(100,190	)		—			(100,190	)

Net cash used in financing activities		(255,117	)		(865,131	)		(1,577,654	)		1,391,887			(1,306,015	)

Effect of exchange rate on cash		—			—			37,108			—			37,108

Increase (decrease) in cash and cash equivalents		34,138			247,851			(439,292	)		—			(157,303	)
Cash and cash equivalents at beginning of period		12,849			689,642			3,200,227			—			3,902,718

Cash and cash equivalents at end of period	$	46,987		$	937,493		$	2,760,935		$	—		$	3,745,415

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “—Special Note Regarding Forward-Looking Statements.”

Operations

We view each of our casino properties as an operating segment. Our operating segments in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China consist of The Venetian Macao Resort Hotel (“The Venetian Macao”); Sands Cotai Central; the Four Seasons Hotel Macao, Cotai Strip and the Plaza Casino (collectively, the “Four Seasons Macao”); the Sands Macao; and other ancillary operations in that region (“Other Asia”). Our operating segment in Singapore is the Marina Bay Sands. Our operating segments in the United States consist of The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), The Palazzo Resort Hotel Casino (“The Palazzo”) and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”). The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and our organizational and management reporting structure.

Macao

We own 70.2% of Sands China Ltd. (“SCL”), which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties. We operate the gaming areas within these properties pursuant to a 20-year gaming subconcession.

We own and operate The Venetian Macao, which anchors the Cotai Strip, our master-planned development of integrated resort properties on an area of approximately 140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and 6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately 374,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; retail and dining space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately 85.7% and 83.4% of the gross revenue at The Venetian Macao for the nine months ended September 30, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources.

In April and September 2012 and January 2013, we opened phases I, IIA and IIB, respectively, of our Sands Cotai Central integrated resort (located on parcels 5 and 6), which is situated across the street from The Venetian Macao and Four Seasons Macao. Phase I consists of a hotel tower on parcel 5, which includes approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; more than 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming areas. Phase IIA includes the first hotel tower on parcel 6, which features approximately 1,800 rooms and suites managed by Starwood Asia Pacific Hotels and Resorts Pte Ltd. and Sheraton Overseas Management Co. (collectively “Starwood”) under the Sheraton brand, along with the second casino and additional retail, entertainment, dining and meeting facilities. Phase IIB consists of the second hotel tower on parcel 6 and features approximately 2,100 rooms and suites managed by Starwood under the Sheraton brand. With the completion of phases I and II of the project, the integrated resort features approximately 300,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014). We have commenced pre-construction activities on phase III of the project, which is expected to include a fourth hotel and mixed-use tower, located on parcel 5, to be managed by Starwood under the St. Regis brand and the total cost to complete is expected to be in excess of $450 million. As of September 30, 2013, we have capitalized costs of $4.09 billion for the entire project, including the land premium (net of amortization) and $129.5 million in outstanding construction payables. Approximately 86.1% and 88.0% of the gross revenue at Sands Cotai Central for the nine months ended September 30, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.

We own the Four Seasons Macao (located on parcel 2), which is adjacent and connected to The Venetian Macao. The Four Seasons Macao is an integrated resort that includes 360 rooms and suites managed and operated by Four Seasons Hotels Inc., and features 19 Paiza mansions; approximately 108,000 square feet of gaming space; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities operated by us. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. We have completed the structural work of the tower and are advancing our plans to monetize units within the Four Seasons Apartments. Approximately 85.8% and 87.3% of the gross revenue at the Four Seasons Macao for the nine months ended September 30, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from mall, room and food and beverage operations.

We own and operate the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao includes approximately 249,000 square feet of gaming space; a 289-suite hotel tower; several restaurants; VIP facilities; a theater and other high-end services and amenities. Approximately 94.2% and 94.6% of the gross revenue at the Sands Macao for the nine months ended September 30, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage operations.

Singapore

We own and operate the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. In April 2013, we paid 57.0 million Singapore dollars (“SGD,” approximately $45.4 million at exchange rates in effect on September 30, 2013) to the Casino Regulatory Authority in Singapore as part of the process to renew our gaming license, which now expires in April 2016. Approximately 75.9% and 75.1% of the gross revenue at the Marina Bay Sands for the nine months ended September 30, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.

United States

Las Vegas

Our Las Vegas Operating Properties, situated on or near the Las Vegas Strip, consist of The Venetian Las Vegas, a Renaissance Venice-themed resort; The Palazzo, a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and approximately 225,000 square feet of gaming space. Our Las Vegas Operating Properties also feature a meeting and conference facility of approximately 1.1 million square feet; Canyon Ranch SpaClub facilities; a Paiza Club, offering services and amenities to premium customers, including luxurious VIP suites, spa facilities and private VIP gaming room facilities; entertainment facilities and two enclosed retail, dining and entertainment complexes, currently referred to as the Grand Canal Shoppes. The complex located within The Venetian Las Vegas (previously known as “The Grand Canal Shoppes”) and the complex located within The Palazzo (previously known as “The Shoppes at The Palazzo”) were sold to GGP Limited Partnership (“GGP”). See “Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements —Note 2 —Property and Equipment, Net” regarding the sale of The Shoppes at The Palazzo.

Approximately 63.9% and 62.8% of gross revenue at our Las Vegas Operating Properties for the nine months ended September 30, 2013 and 2012, respectively, was derived from room, food and beverage and other non-gaming sources, with the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business.

Pennsylvania

We own and operate the Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem currently features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center, which opened in May 2012. We own 86% of the economic interest in the gaming, hotel and entertainment portion of the property through our ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through our ownership interest in Sands Bethworks Retail LLC. Approximately 88.5% and 88.7% of the gross revenue at Sands Bethlehem for the nine months ended September 30, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage operations.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2012 Annual Report on Form 10-K filed on March 1, 2013.

There were no newly identified significant accounting estimates during the nine months ended September 30, 2013, nor were there any material changes to the critical accounting policies and estimates discussed in our 2012 Annual Report.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”

Summary Financial Results

The following table summarizes our results of operations:


	Three Months Ended September 30,							Nine Months Ended September 30,
	2013		2012		Percent Change			2013		2012		Percent Change
	(Dollars in thousands)
Net revenues	$	3,568,540	$	2,709,482		31.7	%	$	10,114,200	$	8,054,130		25.6	%
Operating expenses		2,653,714		2,175,387		22.0	%		7,592,030		6,414,753		18.4	%
Operating income		914,826		534,095		71.3	%		2,522,170		1,639,377		53.8	%
Income before income taxes		854,935		478,331		78.7	%		2,333,885		1,446,077		61.4	%
Net income		809,298		444,980		81.9	%		2,184,945		1,310,470		66.7	%
Net income attributable to Las Vegas Sands Corp.		626,744		349,782		79.2	%		1,728,458		1,089,311		58.7	%


	Percent of Net Revenues
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Operating expenses		74.4	%		80.3	%		75.1	%		79.6	%
Operating income		25.6	%		19.7	%		24.9	%		20.4	%
Income before income taxes		24.0	%		17.7	%		23.1	%		18.0	%
Net income		22.7	%		16.4	%		21.6	%		16.3	%
Net income attributable to Las Vegas Sands Corp.		17.6	%		12.9	%		17.1	%		13.5	%

Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.

The following are the key measurements we use to evaluate operating revenues:

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

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games, our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0% and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of 28.0%, 22.1%, 33.0%, 20.7% and 23.6% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 5.6%, 3.9%, 5.5%, 4.0% and 5.1% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 28.8% and 29.1%, respectively, of our table games play was conducted on a credit basis for the nine months ended September 30, 2013.

Casino revenue measurements for the U.S.: The volume measurements in the U.S. are table games drop and slot handle, as previously described. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 20% to 22% at our Las Vegas Operating Properties and 14% to 16% at Sands Bethlehem. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.8% and 7.1% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month hold percentage. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 72.5% of our table games play at our Las Vegas Operating Properties, for nine months ended September 30, 2013, was conducted on a credit basis, while our table games play at Sands Bethlehem is primarily conducted on a cash basis.

Hotel revenue measurements: Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by customer segment and type of room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.

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

Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Operating Revenues

Our net revenues consisted of the following:


	Three Months Ended September 30,
	2013		2012		Percent Change
	(Dollars in thousands)
Casino	$	2,984,538	$	2,201,030		35.6	%
Rooms		349,001		287,849		21.2	%
Food and beverage		174,260		142,685		22.1	%
Mall