Table of Contents

UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________ 
Form 10-Q
____________________________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
¨
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   ý     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   ý     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):
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
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 July 31, 2014
Common Stock ($0.001 par value)
  
805,329,433 shares

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.

2
Table of Contents

PART 1 FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
June 30, 2014
 
December 31, 2013
 
(In thousands, except share
and per share data)
(Unaudited)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
3,292,727

 
$
3,600,414

Restricted cash and cash equivalents
6,282

 
6,839

Accounts receivable, net
1,531,555

 
1,762,110

Inventories
43,083

 
41,946

Prepaid expenses and other
104,470

 
104,230

Total current assets
4,978,117

 
5,515,539

Property and equipment, net
15,403,354

 
15,358,953

Deferred financing costs, net
204,096

 
185,964

Deferred income taxes, net
19,614

 
13,821

Leasehold interests in land, net
1,426,812

 
1,428,819

Intangible assets, net
95,002

 
102,081

Other assets, net
122,128

 
119,087

Total assets
$
22,249,123

 
$
22,724,264

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Accounts payable
$
118,538

 
$
119,194

Construction payables
214,399

 
241,560

Accrued interest payable
1,545

 
6,551

Other accrued liabilities
1,880,173

 
2,194,866

Deferred income taxes
16,678

 
13,309

Income taxes payable
191,073

 
176,678

Current maturities of long-term debt
435,794

 
377,507

Total current liabilities
2,858,200

 
3,129,665

Other long-term liabilities
116,223

 
112,195

Deferred income taxes
169,371

 
173,211

Deferred proceeds from sale of The Shoppes at The Palazzo
268,624

 
268,541

Deferred gain on sale of The Grand Canal Shoppes
38,762

 
40,416

Deferred rent from mall sale transactions
116,215

 
116,955

Long-term debt
9,943,170

 
9,382,752

Total liabilities
13,510,565

 
13,223,735

Commitments and contingencies (Note 9)

 

Equity:
 
 
 
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 829,034,614 and 827,273,217 shares issued, 806,261,255 and 818,702,936 shares outstanding
829

 
827

Treasury stock, at cost, 22,773,359 and 8,570,281 shares
(1,700,565
)
 
(570,520
)
Capital in excess of par value
6,416,298

 
6,348,065

Accumulated other comprehensive income
207,321

 
173,783

Retained earnings
2,351,879

 
1,713,339

Total Las Vegas Sands Corp. stockholders’ equity
7,275,762

 
7,665,494

Noncontrolling interests
1,462,796

 
1,835,035

Total equity
8,738,558

 
9,500,529

Total liabilities and equity
$
22,249,123

 
$
22,724,264

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

3
Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands, except share and per share data)
(Unaudited)
Revenues:
 
 
 
 
 
 
 
Casino
$
3,012,810

 
$
2,674,129

 
$
6,384,875

 
$
5,410,183

Rooms
375,116

 
324,629

 
775,338

 
649,645

Food and beverage
194,196

 
174,772

 
396,983

 
360,101

Mall
119,073

 
107,993

 
228,104

 
193,454

Convention, retail and other
125,829

 
123,050

 
263,205

 
249,111

 
3,827,024


3,404,573

 
8,048,505

 
6,862,494

Less — promotional allowances
(202,674
)
 
(161,632
)
 
(413,771
)
 
(316,834
)
Net revenues
3,624,350

 
3,242,941

 
7,634,734

 
6,545,660

Operating expenses:
 
 
 
 
 
 
 
Casino
1,690,237

 
1,519,721

 
3,557,849

 
3,046,000

Rooms
64,118

 
65,685

 
128,381

 
134,375

Food and beverage
95,828

 
89,294

 
195,997

 
186,025

Mall
17,709

 
18,147

 
35,072

 
35,405

Convention, retail and other
74,664

 
80,094

 
165,132

 
158,943

Provision for doubtful accounts
49,669

 
62,058

 
111,587

 
126,737

General and administrative
327,532

 
307,869

 
664,031

 
598,283

Corporate
45,123

 
46,481

 
95,800

 
102,753

Pre-opening
16,141

 
1,031

 
20,441

 
7,868

Development
4,217

 
6,002

 
5,909

 
11,353

Depreciation and amortization
264,016

 
251,048

 
525,063

 
503,605

Amortization of leasehold interests in land
10,040

 
10,108

 
20,066

 
20,275

Loss on disposal of assets
3,596

 
4,762

 
4,121

 
6,694

 
2,662,890

 
2,462,300

 
5,529,449

 
4,938,316

Operating income
961,460

 
780,641

 
2,105,285

 
1,607,344

Other income (expense):
 
 
 
 
 
 
 
Interest income
5,697

 
3,236

 
11,500

 
7,029

Interest expense, net of amounts capitalized
(69,590
)
 
(68,376
)
 
(140,716
)
 
(137,208
)
Other income (expense)
2,194

 
3,893

 
(2,463
)
 
1,785

Loss on modification or early retirement of debt
—

 
—

 
(17,964
)
 
—

Income before income taxes
899,761

 
719,394

 
1,955,642

 
1,478,950

Income tax expense
(46,917
)
 
(47,721
)
 
(106,070
)
 
(103,303
)
Net income
852,844

 
671,673

 
1,849,572

 
1,375,647

Net income attributable to noncontrolling interests
(181,410
)
 
(141,920
)
 
(401,953
)
 
(273,933
)
Net income attributable to Las Vegas Sands Corp.
$
671,434

 
$
529,753

 
$
1,447,619

 
$
1,101,714

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.83

 
$
0.64

 
$
1.79

 
$
1.34

Diluted
$
0.83

 
$
0.64

 
$
1.78

 
$
1.33

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
807,038,086

 
823,974,421

 
810,881,047

 
823,671,664

Diluted
809,224,051

 
827,901,261

 
813,304,140

 
827,701,270

Dividends declared per common share
$
0.50

 
$
0.35

 
$
1.00

 
$
0.70

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

4
Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
(Unaudited)
Net income
$
852,844

 
$
671,673

 
$
1,849,572

 
$
1,375,647

Currency translation adjustment, before and after tax
23,975

 
(41,081
)
 
34,198

 
(89,537
)
Total comprehensive income
876,819

 
630,592

 
1,883,770

 
1,286,110

Comprehensive income attributable to noncontrolling interests
(182,695
)
 
(143,034
)
 
(402,613
)
 
(272,367
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
694,124

 
$
487,558

 
$
1,481,157

 
$
1,013,743

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


5
Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
 
 
Las Vegas Sands Corp. Stockholders’ Equity
 
 
 
 
 
Common
Stock
 
Treasury
Stock
 
Capital in
Excess of
Par Value
 
Accumulated
Other
Comprehensive
Income
 
Retained
Earnings
 
Noncontrolling
Interests
 
Total
 
(In thousands)
(Unaudited)
Balance at January 1, 2013
$
824

 
$
—

 
$
6,237,488

 
$
263,078

 
$
560,452

 
$
1,596,570

 
$
8,658,412

Net income
—

 
—

 
—

 
—

 
1,101,714

 
273,933

 
1,375,647

Currency translation adjustment
—

 
—

 
—

 
(87,971
)
 
—

 
(1,566
)
 
(89,537
)
Exercise of stock options
1

 
—

 
20,453

 
—

 
—

 
2,381

 
22,835

Tax benefit from stock-based compensation
—

 
—

 
3,107

 
—

 
—

 
—

 
3,107

Stock-based compensation
—

 
—

 
25,176

 
—

 
—

 
1,696

 
26,872

Repurchase of common stock
—

 
(46,562
)
 
—

 
—

 
—

 
—

 
(46,562
)
Dividends declared
—

 
—

 
—

 
—

 
(577,655
)
 
(411,359
)
 
(989,014
)
Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(4,713
)
 
(4,713
)
Balance at June 30, 2013
$
825

 
$
(46,562
)
 
$
6,286,224

 
$
175,107

 
$
1,084,511

 
$
1,456,942

 
$
8,957,047

Balance at January 1, 2014
$
827

 
$
(570,520
)
 
$
6,348,065

 
$
173,783

 
$
1,713,339

 
$
1,835,035

 
$
9,500,529

Net income
—

 
—

 
—

 
—

 
1,447,619

 
401,953

 
1,849,572

Currency translation adjustment
—

 
—

 
—

 
33,538

 
—

 
660

 
34,198

Exercise of stock options
2

 
—

 
41,287

 
—

 
—

 
3,829

 
45,118

Tax benefit from stock-based compensation
—

 
—

 
2,755

 
—

 
—

 
—

 
2,755

Stock-based compensation
—

 
—

 
24,191

 
—

 
—

 
3,107

 
27,298

Repurchase of common stock
—

 
(1,130,045
)
 
—

 
—

 
—

 
—

 
(1,130,045
)
Disposition of interest in majority owned subsidiary
—

 
—

 
—

 
—

 
—

 
(487
)
 
(487
)
Dividends declared
—

 
—

 
—

 
—

 
(809,079
)
 
(776,570
)
 
(1,585,649
)
Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(4,731
)
 
(4,731
)
Balance at June 30, 2014
$
829

 
$
(1,700,565
)
 
$
6,416,298

 
$
207,321

 
$
2,351,879

 
$
1,462,796

 
$
8,738,558

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


6
Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
(In thousands)
(Unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
1,849,572

 
$
1,375,647

Adjustments to reconcile net income to net cash generated from operating activities:
 
 
 
Depreciation and amortization
525,063

 
503,605

Amortization of leasehold interests in land
20,066

 
20,275

Amortization of deferred financing costs and original issue discount
27,629

 
28,241

Amortization of deferred gain on and rent from mall sale transactions
(2,394
)
 
(2,472
)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo
491

 
684

Non-cash loss on modification or early retirement of debt
13,467

 
—

Loss on disposal of assets
4,121

 
6,694

Stock-based compensation expense
26,183

 
26,508

Provision for doubtful accounts
111,587

 
126,737

Foreign exchange (gain) loss
4,779

 
(9,966
)
Excess tax benefits from stock-based compensation
(2,755
)
 
(3,107
)
Deferred income taxes
(12,224
)
 
(5,307
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
129,067

 
(139,154
)
Inventories
(1,022
)
 
2,375

Prepaid expenses and other
(2,341
)
 
4,955

Leasehold interests in land
(3,419
)
 
(25,387
)
Accounts payable
(1,074
)
 
15,611

Accrued interest payable
(5,037
)
 
(3,623
)
Income taxes payable
14,229

 
15,903

Other accrued liabilities
(305,144
)
 
85,988

Net cash generated from operating activities
2,390,844

 
2,024,207

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
559

 
(532
)
Capital expenditures
(526,838
)
 
(394,015
)
Proceeds from disposal of property and equipment
1,106

 
1,716

Acquisition of intangible assets
—

 
(45,857
)
Net cash used in investing activities
(525,173
)
 
(438,688
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
45,118

 
22,835

Excess tax benefits from stock-based compensation
2,755

 
3,107

Repurchase of common stock
(1,139,415
)
 
—

Dividends paid
(1,585,655
)
 
(988,898
)
Distributions to noncontrolling interests
(4,731
)
 
(4,713
)
Proceeds from long-term debt (Note 3)
1,857,725

 
80,496

Repayments on long-term debt (Note 3)
(1,296,058
)
 
(688,431
)
Payments of deferred financing costs
(57,244
)
 
—

Net cash used in financing activities
(2,177,505
)
 
(1,575,604
)
Effect of exchange rate on cash
4,147

 
(8,540
)
Increase (decrease) in cash and cash equivalents
(307,687
)
 
1,375

Cash and cash equivalents at beginning of period
3,600,414

 
2,512,766

Cash and cash equivalents at end of period
$
3,292,727

 
$
2,514,141

 
 
 
 


7
Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
(In thousands)
(Unaudited)
Supplemental disclosure of cash flow information:
 
 
 
Cash payments for interest, net of amounts capitalized
$
110,499

 
$
105,294

Cash payments for taxes, net of refunds
$
102,387

 
$
96,257

Change in construction payables
$
(27,161
)
 
$
(57,711
)
Non-cash investing and financing activities:
 
 
 
Capitalized stock-based compensation costs
$
1,115

 
$
364

Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities
$
(6
)
 
$
116

Property and equipment acquired under capital lease
$
—

 
$
2,668

Disposition of interest in minority owned subsidiary
$
487

 
$
—

Change in common stock repurchase payable included in other accrued liabilities
$
(9,370
)
 
$
46,562


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

8
Table of Contents

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, 2013 , and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. 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 ordinary 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”). The shares were 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 70.1% 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 agreement, which expires in June 2022.
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 380,000 square feet of gaming space; a 15,000 -seat arena; an 1,800 -seat theater; a mall with retail and dining space of approximately 923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.
The Company owns the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, the Company opened the first hotel tower on parcel 5, consisting of 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. The Company also opened approximately 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000 -square-foot casino and VIP gaming areas, all of which are operated by the Company. In September 2012, the Company opened the first hotel tower on parcel 6, consisting of approximately 1,800 rooms and suites under the Sheraton brand, and opened the second casino and additional retail, entertainment, dining and meeting facilities, which are operated by the Company. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately 2,100 rooms and suites under the Sheraton brand. The Company has begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $700 million . Upon completion of the project, the integrated resort will feature more than 350,000 square feet of gaming space, approximately 800,000 square

9




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

feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in early 2015). As of June 30, 2014 , the Company has capitalized costs of $4.28 billion for the entire project, including the land premium (net of amortization) and $65.2 million in outstanding construction payables.
 The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites under the Four Seasons brand 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 110,000 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 250,000 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.
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 the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP,” see “— Note 2 — Property and Equipment, Net”).
 
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. 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.


10




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

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), a hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. 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 had commenced construction activities, but stopped in June 2014, pending receipt of certain government approvals, which management has been informed are scheduled to issue in October 2014. In the meantime, the Company is working to accelerate the permit approval process and, as with projects of this nature, will continue to analyze options for both a full and phased opening of the facility in 2015. The Company has capitalized costs of $565.9 million , including the land premium (net of amortization) and $48.5 million in outstanding construction payables, as of June 30, 2014 . 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 The Parisian Macao, the Company is required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement, which was extended by the Macao government in April 2014, that the development be completed by December 2016. Should the Company determine that it is unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, the Company would expect to apply for another extension from the Macao government. If the Company is unable to meet the current deadlines and the deadlines for either development are not extended, the Company could lose its land concessions for The Parisian Macao or Sands Cotai Central, 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 $565.9 million or $4.28 billion in capitalized construction costs and land premiums (net of amortization), as of June 30, 2014 , related to The Parisian Macao and Sands Cotai Central, 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 June 30, 2014 , the Company has capitalized construction costs of $178.6 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 decides to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of June 30, 2014 .
 
Other
The Company continues to aggressively pursue new development opportunities globally.
Capital Financing Overview
Through June 30, 2014 , 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 Company held unrestricted cash and cash equivalents of $3.29 billion and restricted cash and cash equivalents of $6.3 million as of June 30, 2014 . 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 elect to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities,

11




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

the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. The Company is no longer evaluating strategic alternatives related to its Pennsylvania operations. In December 2013, the Company entered into its $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility. In March 2014, the Company amended its Macao credit facility, which extended a portion of the term loans under the facility to March 2020 and provides for revolving loan commitments of $2.0 billion (see “— Note 3 — Long-term Debt — 2011 VML Credit Facility”).
Recent Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update that amends the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The amendment should be applied prospectively and is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. The adoption of this guidance will not have a material effect on the Company's financial condition, results of operations or cash flows.
In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2016, with early application not being permitted. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.
NOTE 2 — PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following (in thousands):
 
June 30, 2014
 
December 31, 2013
Land and improvements
$
554,140

 
$
553,561

Building and improvements
15,356,228

 
15,226,566

Furniture, fixtures, equipment and leasehold improvements
2,932,600

 
2,849,502

Transportation
445,972

 
439,976

Construction in progress
1,457,184

 
1,150,349

 
20,746,124

 
20,219,954

Less — accumulated depreciation and amortization
(5,342,770
)
 
(4,861,001
)
 
$
15,403,354

 
$
15,358,953


12




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

Construction in progress consists of the following (in thousands):
 
June 30, 2014
 
December 31, 2013
The Parisian Macao
$
509,818

 
$
318,914

Four Seasons Macao (principally the Four Seasons Apartments)
417,554

 
394,404

Sands Cotai Central
199,303

 
111,704

Other
330,509

 
325,327

 
$
1,457,184

 
$
1,150,349

The $330.5 million in other construction in progress as of June 30, 2014 , consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.
In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo"). Under the terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. 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 $233.5 million (net of $77.8 million of accumulated depreciation) as of June 30, 2014 , 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 six months ended June 30, 2014 and the three and six months ended June 30, 2013 , the Company capitalized interest expense of $1.5 million , $3.2 million , $0.6 million and $2.4 million , respectively. During the three and six months ended June 30, 2014 and the three and six months ended June 30, 2013 , the Company capitalized approximately $6.2 million , $14.1 million , $5.3 million and $11.0 million , respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

13




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

NOTE 3 — LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
 
June 30, 2014
 
December 31, 2013
Corporate and U.S. Related:
 
 
 
2013 U.S. Credit Facility — Term B (net of original issue discount of $10,446 and $11,250, respectively)
$
2,228,304

 
$
2,238,750

2013 U.S. Credit Facility — Revolving
1,168,000

 
590,000

Airplane Financings
65,515

 
67,359

HVAC Equipment Lease
17,352

 
18,140

Other
847

 
2,335

Macao Related:
 
 
 
2011 VML Credit Facility — Extended Term A
2,389,455

 
—

2011 VML Credit Facility — Term A
—

 
3,208,869

2011 VML Credit Facility — Extended Revolving
820,430

 
—

Other
6,899

 
7,910

Singapore Related:
 
 
 
2012 Singapore Credit Facility — Term
3,682,162

 
3,626,896

 
10,378,964

 
9,760,259

Less — current maturities
(435,794
)
 
(377,507
)
Total long-term debt
$
9,943,170

 
$
9,382,752

2013 U.S. Credit Facility
As of June 30, 2014 , the Company had $76.3 million of available borrowing capacity under the 2013 U.S. Credit Facility, net of outstanding letters of credit.
Subsequent to June 30, 2014, the Company paid down $748.0 million of the 2013 U.S. Revolving Facility.
2011 VML Credit Facility
During March 2014, the Company amended its 2011 VML Credit Facility to, among other things, modify certain financial covenants, as discussed further below. In addition to the amendment, certain lenders extended the maturity of $2.39 billion in aggregate principal amount of the 2011 VML Term Facility to March 31, 2020 (the "Extended 2011 VML Term Facility"), and, together with new lenders, provided $2.0 billion in aggregate principal amount of revolving loan commitments (the "Extended 2011 VML Revolving Facility"). A portion of the revolving proceeds were used to pay down the $819.7 million in aggregate principal balance of the 2011 VML Term Facility loans that were not extended. The Company recorded an $18.0 million loss on modification or early retirement of debt during the six months ended June 30, 2014 , in connection with the pay down and extension. Borrowings under the Extended 2011 VML Revolving Facility are being used to fund the development, construction and completion of Sands Cotai Central and The Parisian Macao, and for working capital requirements and general corporate purposes. As of June 30, 2014 , the Company had $1.18 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility.
Commencing with the quarterly period ending June 30, 2017 , and at the end of each subsequent quarter through March 31, 2018, the 2011 VML Credit Facility, as amended, requires the borrower to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of March 31, 2014 (the “Restatement Date”). Commencing with the quarterly period ending on June 30, 2018, and at the end of each subsequent quarter through March 31, 2019, the borrower is required to repay the outstanding Extended

14




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

2011 VML Term Facility on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Restatement Date. For the quarterly periods ending on June 30 through December 31, 2019, the borrower is required to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 12.0% of the aggregate principal amount outstanding as of the Restatement Date. The remaining balance on the Extended 2011 VML Term Facility is due on the maturity date. The Extended 2011 VML Revolving Facility has no interim amortization payments and matures on March 31, 2020 .
Borrowings for all loans bear interest, as amended, at the Company's option, at either the adjusted Eurodollar rate or HIBOR rate plus a credit spread or an alternative base rate plus a credit spread, which credit spread in each case is determined based on the maximum leverage ratio as set forth in the credit facility agreement, as amended. The credit spread for the Extended 2011 VML Term and Revolving Facilities ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. On the Restatement Date, the credit spread for the Extended 2011 VML Term and Revolving Facilities was 0.375% per annum for loans accruing interest at the base rate and 1.375% per annum for loans accruing interest at the adjusted Eurodollar or HIBOR rate.
Among other amendments, the consolidated capital expenditures covenant was removed and the maximum ratio of total indebtedness to Adjusted EBITDA was modified. The maximum leverage ratio, as amended, is 4.5x for the quarterly periods ending June 30, 2014 through September 30, 2015, decreases to 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity.
2012 Singapore Credit Facility
As of June 30, 2014 , the Company had 493.0 million Singapore dollars ("SGD," approximately $394.7 million at exchange rates in effect on June 30, 2014 ) of available borrowing capacity under the 2012 Singapore Credit Facility, net of outstanding letters of credit.  
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):
 
Six Months Ended 
 June 30,
 
2014
 
2013
Proceeds from 2013 U.S. Credit Facility
$
1,038,000

 
$
—

Proceeds from 2011 VML Credit Facility
819,725

 
—

Proceeds from 2012 Singapore Credit Facility
—

 
80,496

 
$
1,857,725

 
$
80,496

 
 
 
 
Repayments on 2011 VML Credit Facility
$
(819,680
)
 
$
—

Repayments on 2013 U.S. Credit Facility
(471,250
)
 
—

Repayments on 2012 Singapore Credit Facility
—

 
(406,870
)
Repayments on Senior Secured Credit Facility
—

 
(276,479
)
Repayments on Airplane Financings
(1,844
)
 
(1,844
)
Repayments on HVAC Equipment Lease and Other Long-Term Debt
(3,284
)
 
(3,238
)
 
$
(1,296,058
)
 
$
(688,431
)

15




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

Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of June 30, 2014 and December 31, 2013 , was approximately $10.16 billion and $9.72 billion , respectively, compared to its carrying value of $10.36 billion and $9.74 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 31 and June 30, 2014, the Company paid a dividend of $0.50 per common share as part of a regular cash dividend program. During the six months ended June 30, 2014 , the Company recorded $809.1 million as a distribution against retained earnings (of which $431.7 million related to the Principal Stockholder’s family and the remaining $377.4 million related to all other shareholders).
On March 29 and June 28, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the six months ended June 30, 2013 , the Company recorded $577.7 million as a distribution against retained earnings (of which $302.1 million related to the Principal Stockholder’s family and the remaining $275.6 million related to all other shareholders).
In July 2014, the Company’s Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $403 million ) to be paid on September 30, 2014, to shareholders of record on September 22, 2014.
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 six months ended June 30, 2014 and 2013 , the Company repurchased 14,203,078 and 883,046 shares, respectively, of its common stock for $1.13 billion and $46.6 million , respectively, (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury shares.
Noncontrolling Interests
On February 26, 2014, SCL paid a dividend of 0.87 Hong Kong dollars ("HKD") and a special dividend of HKD 0.77 per share, and, on June 30, 2014, paid a dividend of HKD 0.86 per share to SCL shareholders (a total of $2.60 billion of which the Company retained $1.82 billion during the six months ended June 30, 2014 ). On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 and HKD 0.66 per share, respectively, to SCL shareholders (a total of $1.38 billion of which the Company retained $970.2 million during the six months ended June 30, 2013 ).
In April 2014, the Company disposed of its interest in one of its majority owned subsidiaries, resulting in a loss of $0.5 million , which was included in loss on disposal of assets during the three and six months ended June 30, 2014 .
During each of the six months ended June 30, 2014 and 2013 , the Company distributed $4.7 million to certain of its noncontrolling interests.

16




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

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 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
807,038,086

 
823,974,421

 
810,881,047

 
823,671,664

Potential dilution from stock options, warrants and restricted stock and stock units
2,185,965

 
3,926,840

 
2,423,093

 
4,029,606

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
809,224,051

 
827,901,261

 
813,304,140

 
827,701,270

Antidilutive stock options excluded from the calculation of diluted earnings per share
1,441,300

 
4,554,859

 
1,441,300

 
4,544,859

 
Accumulated Other Comprehensive Income
As of June 30, 2014 and December 31, 2013 , 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 for 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 June 30, 2014 and December 31, 2013 , the Company’s consolidated joint ventures had total assets of $82.6 million and $103.9 million , respectively, and total liabilities of $118.2 million and $125.4 million , respectively.
NOTE 6 — INCOME TAXES
The Company’s major tax jurisdictions are the U.S., Macao and Singapore. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 through 2012 . The Company is subject to examination for tax years after 2008 in Macao and for tax years after 2009 in the U.S. and Singapore. 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.
The Company does not consider the current year's tax earnings and profits of certain foreign subsidiaries to be permanently reinvested. The Company has not provided deferred taxes for these foreign earnings as the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income tax that would result from the repatriation of foreign earnings. The Company recorded valuation allowances on certain 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

17




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

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 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 May 2014, the Company entered into an agreement with the Macao government, effective through the end of 2018, that provides for an annual payment of 42.4 million patacas (approximately $5.3 million at exchange rates in effect on June 30, 2014 ) that is a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML”) shareholders on dividend distributions paid from VML gaming profits.
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 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Compensation expense:
 
 
 
 
 
 
 
Stock options
$
4,520

 
$
7,057

 
$
13,350

 
$
16,090

Restricted stock and stock units
5,561

 
4,834

 
12,833

 
10,418

 
$
10,081

 
$
11,891

 
$
26,183

 
$
26,508

Compensation cost capitalized as part of property and equipment
$
125

 
$
92

 
$
1,115

 
$
364

LVSC 2004 Plan:
 
 
 
 
 
 
 
Stock options granted
4

 
160

 
59

 
218

Weighted average grant date fair value
$
26.77

 
$
36.19

 
$
32.68

 
$
35.01

Restricted stock granted
7

 
25

 
31

 
43

Weighted average grant date fair value
$
76.18

 
$
56.98

 
$
75.46

 
$
54.55

Restricted stock units granted
6

 
26

 
6

 
34

Weighted average grant date fair value
$
73.68

 
$
57.28

 
$
73.68

 
$
56.14

SCL Equity Plan:
 
 
 
 
 
 
 
Stock options granted
4,348

 
1,242

 
10,189

 
2,729

Weighted average grant date fair value
$
3.33

 
$
2.41

 
$
3.52

 
$
2.29

Restricted stock units granted
—

 
1,000

 
189

 
1,000

Weighted average grant date fair value
$
—

 
$
5.26

 
$
7.37

 
$
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 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
LVSC 2004 Plan:
 
 
 
 
 
 
 
Weighted average volatility
46.2
%
 
94.8
%
 
59.5
%
 
94.8
%
Expected term (in years)
6.0

 
5.5

 
5.5

 
5.5

Risk-free rate
1.6
%
 
1.3
%
 
1.7
%
 
1.2
%
Expected dividends
2.6
%
 
2.5
%
 
2.7
%
 
2.5
%
SCL Equity Plan:
 
 
 
 
 
 
 
Weighted average volatility
65.3
%
 
68.1
%
 
65.5
%
 
68.2
%
Expected term (in years)
6.3

 
6.3

 
6.3

 
6.3

Risk-free rate
1.4
%
 
0.4
%
 
1.3
%
 
0.4
%
Expected dividends
3.1
%
 
3.3
%
 
3.0
%
 
3.4
%

18




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO 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 June 30, 2014
 
 
 
 
 
 
 
Cash equivalents (1)
$
1,871,228

 
$
1,871,228

 
$
—

 
$
—

Interest rate caps (2)
$
58

 
$
—

 
$
58

 
$
—

As of December 31, 2013
 
 
 
 
 
 
 
Cash equivalents (1)
$
2,255,951

 
$
2,255,951

 
$
—

 
$
—

Interest rate caps (2)
$
159

 
$
—

 
$
159

 
$
—

 
(1)
The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days .
(2)
As of June 30, 2014 and December 31, 2013 , the Company had 15 and 22 interest rate cap agreements, respectively, with an aggregate fair value of approximately $0.1 million and $0.2 million , respectively, 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.
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

19




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

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, 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 District Court of Clark County entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million . On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. 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 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

20




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

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 been fully briefed to the Nevada Supreme Court as of the date of this filing). 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. On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court of Clark County, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ, which became effective on March 24, 2014. On March 3, 2014, the Nevada Supreme Court heard oral arguments on the April and June Writs. No decisions on those writs have yet been issued. On May 30, 2014, the Nevada Supreme Court overturned the District Court of Clark County’s dismissal of Mr. Jacob’s defamation claim against Mr. Adelson and remanded the claim for further determination. On June 17, 2014, Mr. Adelson filed a petition for rehearing with the Nevada Supreme Court and, on June 20, 2014, the Supreme Court ordered Mr. Jacobs to answer the petition for rehearing, which he did on July 7, 2014. On June 26, 2014, SCL filed a Motion for Summary Judgment with respect to jurisdiction with the District Court of Clark County, which was denied on July 29, 2014. On June 30, 2014, Mr. Jacobs filed a motion for leave to file a second amended complaint. The defendants filed a notice of intent to oppose the motion for leave to file the second amended complaint. A hearing date is set for August 14, 2014, on the motion for leave to amend. On July 1, 2014, Mr. Jacobs filed a motion to reconsider the dismissal of the defamation claim. On July 3, 2014, Mr. Adelson filed a notice of intent to oppose the motion to reconsider and requested oral argument. This will be heard on August 14, 2014. Mr. Jacobs is seeking unspecified damages. 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

21




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

•
do not represent a material weakness in the Company’s internal controls over financial reporting as of June 30, 2014 .
The investigation by the Audit Committee is complete. 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.  
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. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the Second Amended Complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. 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

22




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

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 District Court of Clark County 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 District Court of Clark County 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 District Court of Clark County extended the stay until December 2, 2013, and then on December 2, 2013, extended it again until March 3, 2014. On March 3, 2014, the judge extended the stay until a status hearing set for September 4, 2014. 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 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. On April 11, 2014, the judge denied the motion to

23




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

dismiss without prejudice and ordered the case stayed pending the outcome of the state court action in Kohanim described above. The judge also ordered the parties to file a joint status report with the U.S. District Court by September 10, 2014. 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 January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Victor Chaltiel and Irwin A. Siegel, each of whom was serving on the Board of Directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things, the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as 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. The Company filed a motion to dismiss on February 13, 2014. On February 28, 2014, defendant Hipwell filed his motion to dismiss. On March 12, 2014, the plaintiff filed its response to the Company’s motion to dismiss and on March 26, 2014, the Company filed its reply. On March 31, 2014, the plaintiff filed its response to Hipwell’s motion to dismiss and on April 10, 2014, Hipwell filed his reply. On April 1, 2014, the plaintiff filed a renewed motion for expedited discovery (the first motion was filed on January 24, 2014 and dismissed by the judge). The Company filed its response on April 18, 2014. On May 2, 2014, the U.S. District Court dismissed this second motion. On May 9, 2014, Directors Ader, Chafetz, Chaltiel, Forman, Koppelman and Leven filed their motion to dismiss. On June 10, 2014, the plaintiff filed its opposition to these Directors motion to dismiss. On June 30, 2014, these Directors filed their reply. On July 30, 2014, the U.S. District Court granted the Company’s motion to dismiss, without prejudice, with leave for plaintiff to amend his complaint to plead stock ownership with more particularity. 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 March 6, 2014, the Board of Directors of the Company received a shareholder demand letter from a purported shareholder named the John F. Scarpa Foundation ("Scarpa"). This demand recites substantially the same allegations as the complaint filed in the Sokolowski action and was delivered to the Company by the same counsel representing Mr. Sokolowski. The Company responded, through its counsel, on March 26, 2014. Scarpa then delivered a revised demand letter to the Board of Directors on March 31, 2014. The Company responded, through its counsel, on April 8, 2014. This matter 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, whether this matter will result in litigation 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 VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.8 million at exchange rates in effect on June 30, 2014 ) 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. On September 23, 2013, the three U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred

24




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

to below, given on April 10, 2009, which partially dismissed AAEC’s claims against the three U.S. Defendants. On April 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the three U.S. Defendants. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the three U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the three U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants. Subject to an appeal by AAEC, the U.S. Defendants intend to apply to the Macao First Instance Court to dismiss AAEC's claims in full. On July 9, 2014, the plaintiff filed yet another action in the U.S. District Court for the District of Nevada against LVSC, LVSLLC, VCR, Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion . The Macao action and this most recently filed action are 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 these matters or the range of reasonably possible loss, if any. The Company intends to defend these matters 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.
The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (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 was paid during the year ended December 31, 2013, and the matter has been closed.
On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the preliminary status of the investigations and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.

25




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO 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, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao, the St. Regis tower (the remaining phase of Sands Cotai Central) and the Four Seasons Apartments in Macao, and the Las Vegas Condo Tower (which construction is currently suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information as of June 30, 2014 and December 31, 2013 , and for the three and six months ended June 30, 2014 and 2013 , is as follows (in thousands):

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Net Revenues:
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
1,032,746

 
$
894,706

 
$
2,217,337

 
$
1,766,918

Sands Cotai Central
784,776

 
584,002

 
1,612,359

 
1,171,181

Four Seasons Macao
228,492

 
274,089

 
598,508

 
497,309

Sands Macao
312,842

 
294,667

 
626,803

 
604,940

Other Asia
36,686

 
36,408

 
71,847

 
70,281

 
2,395,542

 
2,083,872

 
5,126,854

 
4,110,629

Marina Bay Sands
804,690

 
739,490

 
1,640,113

 
1,534,354

United States:
 
 
 
 
 
 
 
Las Vegas Operating Properties
353,075

 
345,730

 
735,733

 
757,271

Sands Bethlehem
126,123

 
126,759

 
243,306

 
249,675

 
479,198

 
472,489

 
979,039

 
1,006,946

Intersegment eliminations
(55,080
)
 
(52,910
)
 
(111,272
)
 
(106,269
)
Total net revenues
$
3,624,350

 
$
3,242,941

 
$
7,634,734

 
$
6,545,660

 

26




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

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Adjusted Property EBITDA (1)
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
402,057

 
$
360,864

 
$
872,141

 
$
709,346

Sands Cotai Central
248,973

 
146,147

 
514,179

 
277,668

Four Seasons Macao
67,954

 
61,809

 
180,995

 
115,361

Sands Macao
82,319

 
88,338

 
173,757

 
184,940

Other Asia
(468
)
 
(2,135
)
 
(1,882
)
 
(5,724
)
 
800,835

 
655,023

 
1,739,190

 
1,281,591

Marina Bay Sands
417,778

 
355,349

 
852,939

 
752,130

United States:
 
 
 
 
 
 
 
Las Vegas Operating Properties
66,115

 
62,969

 
145,767

 
176,397

Sands Bethlehem
27,915

 
33,579

 
54,446

 
63,435

 
94,030

 
96,548

 
200,213

 
239,832

Total adjusted property EBITDA
1,312,643

 
1,106,920

 
2,792,342

 
2,273,553

Other Operating Costs and Expenses
 
 
 
 
 
 
 
Stock-based compensation
(8,050
)
 
(6,847
)
 
(15,657
)
 
(13,661
)
Corporate
(45,123
)
 
(46,481
)
 
(95,800
)
 
(102,753
)
Pre-opening
(16,141
)
 
(1,031
)
 
(20,441
)
 
(7,868
)
Development
(4,217
)
 
(6,002
)
 
(5,909
)
 
(11,353
)
Depreciation and amortization
(264,016
)
 
(251,048
)
 
(525,063
)
 
(503,605
)
Amortization of leasehold interests in land
(10,040
)
 
(10,108
)
 
(20,066
)
 
(20,275
)
Loss on disposal of assets
(3,596
)
 
(4,762
)
 
(4,121
)
 
(6,694
)
Operating income
961,460

 
780,641

 
2,105,285

 
1,607,344

Other Non-Operating Costs and Expenses
 
 
 
 
 
 
 
Interest income
5,697

 
3,236

 
11,500

 
7,029

Interest expense, net of amounts capitalized
(69,590
)
 
(68,376
)
 
(140,716
)
 
(137,208
)
Other income (expense)
2,194

 
3,893

 
(2,463
)
 
1,785

Loss on modification or early retirement of debt
—

 
—

 
(17,964
)
 
—

Income tax expense
(46,917
)
 
(47,721
)
 
(106,070
)
 
(103,303
)
Net income
$
852,844

 
$
671,673

 
$
1,849,572

 
$
1,375,647

 
(1)
Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, 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.


27




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

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Intersegment Revenues
 
 
 
 
 
 
 
Macao:
 
 
 
 
 
 
 
The Venetian Macao
$
1,261

 
$
1,414

 
$
2,388

 
$
2,488

Sands Cotai Central
77

 
89

 
146

 
178

Other Asia
10,573

 
9,607

 
20,439

 
18,861

 
11,911

 
11,110

 
22,973

 
21,527

Marina Bay Sands
3,146

 
2,344

 
6,020

 
4,752

Las Vegas Operating Properties
40,023

 
39,456

 
82,279

 
79,990

Total intersegment revenues
$
55,080

 
$
52,910

 
$
111,272

 
$
106,269

 
 
Six Months Ended 
 June 30,
 
2014
 
2013
Capital Expenditures
 
 
 
Corporate and Other
$
19,670

 
$
21,646

Macao:
 
 
 
The Venetian Macao
44,103

 
44,091

Sands Cotai Central
156,725

 
124,841

Four Seasons Macao
21,850

 
5,668

Sands Macao
14,787

 
9,740

Other Asia
1,116

 
217

The Parisian Macao
192,648

 
59,342

 
431,229

 
243,899

Marina Bay Sands
30,677

 
96,974

United States:
 
 
 
Las Vegas Operating Properties
40,320

 
27,339

Sands Bethlehem
4,942

 
4,157

 
45,262

 
31,496

Total capital expenditures
$
526,838

 
$
394,015

 
 
June 30, 2014
 
December 31, 2013
Total Assets
 
 
 
Corporate and Other
$
1,364,512

 
$
630,673

Macao:
 
 
 
The Venetian Macao
3,206,076

 
4,367,533

Sands Cotai Central
4,389,315

 
4,669,358

Four Seasons Macao
1,134,407

 
1,273,654

Sands Macao
418,746

 
383,444

Other Asia
313,892

 
328,332

The Parisian Macao
566,324

 
376,014

Other Development Projects
131

 
169

 
10,028,891

 
11,398,504

Marina Bay Sands
6,561,528

 
6,354,231

United States:
 
 
 
Las Vegas Operating Properties
3,623,087

 
3,653,127

Sands Bethlehem
671,105

 
687,729

 
4,294,192

 
4,340,856

Total assets
$
22,249,123

 
$
22,724,264

 

28




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

 
June 30, 2014
 
December 31, 2013
Total Long-Lived Assets
 
 
 
Corporate and Other
$
389,329

 
$
388,448

Macao:
 
 
 
The Venetian Macao
1,885,575

 
1,925,040

Sands Cotai Central
3,769,789

 
3,772,095

Four Seasons Macao
934,975

 
928,396

Sands Macao
278,961

 
279,395

Other Asia
182,741

 
189,136

The Parisian Macao
565,935

 
376,014

 
7,617,976

 
7,470,076

Marina Bay Sands
5,234,747

 
5,277,126

United States:
 
 
 
Las Vegas Operating Properties
3,022,968

 
3,073,793

Sands Bethlehem
565,146

 
578,329

 
3,588,114

 
3,652,122

Total long-lived assets
$
16,830,166

 
$
16,787,772


NOTE 11 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION
LVSLLC, as the issuer and primary obligor of the 2013 U.S. Credit Facility, VCR, Venetian Marketing, Inc., Sands Expo & Convention Center, Inc. and Sands Pennsylvania, Inc. (collectively, the “Restricted Subsidiaries”), are all guarantors under the 2013 U.S. Credit Facility. The noncontrolling interest amounts included in the Restricted Subsidiaries’ condensed consolidating financial information are 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 (a subsidiary of VCR) 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 potential 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 $35.1 million (consisting of $268.6 million of liabilities, primarily comprised of deferred proceeds from the sale, partially offset by $233.5 million of property and equipment) and $29.3 million (consisting of $268.6 million of liabilities, primarily comprised of deferred proceeds from the sale, partially offset by $239.3 million of property and equipment) as of June 30, 2014 and December 31, 2013 , respectively, and a net loss (consisting primarily of depreciation expense) of $3.1 million and $6.2 million for the three and six months ended June 30, 2014 , respectively, and $3.2 million and $6.4 million for the three and six months ended June 30, 2013 , respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the 2013 U.S. Credit Facility.
In connection with the refinancing of the prior U.S. senior secured credit facility, there has been a change in the group of subsidiaries that are the Restricted Subsidiaries, to exclude Palazzo Condo Tower, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC. Accordingly, the Company has reclassified the prior periods to conform to the current presentation of the Restricted Subsidiaries.

29




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

The following condensed consolidating financial information of LVSC, a non-guarantor parent; the Restricted Subsidiaries, including LVSLLC as the issuer; and the non-restricted subsidiaries on a combined basis as of June 30, 2014 and December 31, 2013 , and for the three and six months ended June 30, 2014 and 2013 , is being presented in order to meet the reporting requirements under the 2013 U.S. Credit Facility, and is not intended to comply with SEC Regulation S-X 3-10 (in thousands):
CONDENSED CONSOLIDATING BALANCE SHEETS
June 30, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Cash and cash equivalents
$
216,527

 
$
345,536

 
$
2,730,664

 
$
—

 
$
3,292,727

Restricted cash and cash equivalents
—

 
—

 
6,282

 
—

 
6,282

Intercompany receivables
339,187

 
243,099

 
—

 
(582,286
)
 
—

Intercompany notes receivable
—

 
—

 
254,094

 
(254,094
)
 
—

Accounts receivable, net
4,753

 
269,113

 
1,257,689

 
—

 
1,531,555

Inventories
5,910

 
11,953

 
25,220

 
—

 
43,083

Deferred income taxes, net
9,489

 
32,627

 
162

 
(42,278
)
 
—

Prepaid expenses and other
34,220

 
12,532

 
72,568

 
(14,850
)
 
104,470

Total current assets
610,086

 
914,860

 
4,346,679

 
(893,508
)
 
4,978,117

Property and equipment, net
159,380

 
3,011,426

 
12,232,548

 
—

 
15,403,354

Investments in subsidiaries
6,900,534

 
5,928,181

 
—

 
(12,828,715
)
 
—

Deferred financing costs, net
151

 
27,945

 
176,000

 
—

 
204,096

Intercompany receivables
243

 
38,763

 
—

 
(39,006
)
 
—

Intercompany notes receivable
—

 
1,162,723

 
—

 
(1,162,723
)
 
—

Deferred income taxes, net
—

 
—

 
93,046

 
(73,432
)
 
19,614

Leasehold interests in land, net
—

 
—

 
1,426,812

 
—

 
1,426,812

Intangible assets, net
690

 
—

 
94,312

 
—

 
95,002

Other assets, net
714

 
23,338

 
98,076

 
—

 
122,128

Total assets
$
7,671,798

 
$
11,107,236

 
$
18,467,473

 
$
(14,997,384
)
 
$
22,249,123

Accounts payable
$
14,910

 
$
32,802

 
$
70,826

 
$
—

 
$
118,538

Construction payables
1,079

 
6,028

 
207,292

 
—

 
214,399

Intercompany payables
—

 
347,319

 
234,967

 
(582,286
)
 
—

Intercompany notes payable
254,094

 
—

 
—

 
(254,094
)
 
—

Accrued interest payable
70

 
1,073

 
402

 
—

 
1,545

Other accrued liabilities
23,618

 
208,538

 
1,648,017

 
—

 
1,880,173

Deferred income taxes
—

 
—

 
58,956

 
(42,278
)
 
16,678

Income taxes payable
—

 
—

 
205,923

 
(14,850
)
 
191,073

Current maturities of long-term debt
3,688

 
24,646

 
407,460

 
—

 
435,794

Total current liabilities
297,459

 
620,406

 
2,833,843

 
(893,508
)
 
2,858,200

Other long-term liabilities
3,038

 
10,148

 
103,037

 
—

 
116,223

Intercompany payables
—

 
—

 
39,006

 
(39,006
)
 
—

Intercompany notes payable
—

 
—

 
1,162,723

 
(1,162,723
)
 
—

Deferred income taxes
33,712

 
39,720

 
169,371

 
(73,432
)
 
169,371

Deferred amounts related to mall sale transactions
—

 
423,601

 
—

 
—

 
423,601

Long-term debt
61,827

 
3,389,857

 
6,491,486

 
—

 
9,943,170

Total liabilities
396,036

 
4,483,732

 
10,799,466

 
(2,168,669
)
 
13,510,565

Total Las Vegas Sands Corp. stockholders’ equity
7,275,762

 
6,623,099

 
6,205,616

 
(12,828,715
)
 
7,275,762

Noncontrolling interests
—

 
405

 
1,462,391

 
—

 
1,462,796

Total equity
7,275,762

 
6,623,504

 
7,668,007

 
(12,828,715
)
 
8,738,558

Total liabilities and equity
$
7,671,798

 
$
11,107,236

 
$
18,467,473

 
$
(14,997,384
)
 
$
22,249,123



30




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

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2013
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Cash and cash equivalents
$
50,180

 
$
315,489

 
$
3,234,745

 
$
—

 
$
3,600,414

Restricted cash and cash equivalents
—

 
—

 
6,839

 
—

 
6,839

Intercompany receivables
271,993

 
236,259

 
—

 
(508,252
)
 
—

Intercompany notes receivable
—

 
—

 
251,537

 
(251,537
)
 
—

Accounts receivable, net
11,815

 
295,333

 
1,454,962

 
—

 
1,762,110

Inventories
3,895

 
12,609

 
25,442

 
—

 
41,946

Deferred income taxes, net
7,509

 
37,233

 
—

 
(44,742
)
 
—

Prepaid expenses and other
21,311

 
11,592

 
71,327

 
—

 
104,230

Total current assets
366,703

 
908,515

 
5,044,852

 
(804,531
)
 
5,515,539

Property and equipment, net
155,806

 
3,056,678

 
12,146,469

 
—

 
15,358,953

Investments in subsidiaries
7,568,252

 
6,112,507

 
—

 
(13,680,759
)
 
—

Deferred financing costs, net
181

 
30,737

 
155,046

 
—

 
185,964

Intercompany receivables
483

 
38,931

 
—

 
(39,414
)
 
—

Intercompany notes receivable
—

 
1,081,710

 
—

 
(1,081,710
)
 
—

Deferred income taxes, net
—

 
—

 
—

 
13,821

 
13,821

Leasehold interests in land, net
—

 
—

 
1,428,819

 
—

 
1,428,819

Intangible assets, net
690

 
—

 
101,391

 
—

 
102,081

Other assets, net
264

 
22,288

 
96,535

 
—

 
119,087

Total assets
$
8,092,379

 
$
11,251,366

 
$
18,973,112

 
$
(15,592,593
)
 
$
22,724,264

Accounts payable
$
8,381

 
$
25,679

 
$
85,134

 
$
—

 
$
119,194

Construction payables
2,161

 
3,226

 
236,173

 
—

 
241,560

Intercompany payables
—

 
278,309

 
229,943

 
(508,252
)
 
—

Intercompany notes payable
251,537

 
—

 
—

 
(251,537
)
 
—

Accrued interest payable
77

 
224

 
6,250

 
—

 
6,551

Other accrued liabilities
54,071

 
224,759

 
1,916,036

 
—

 
2,194,866

Deferred income taxes
—

 
—

 
58,051

 
(44,742
)
 
13,309

Income taxes payable
—

 
17

 
176,661

 
—

 
176,678

Current maturities of long-term debt
3,688

 
24,892

 
348,927

 
—

 
377,507

Total current liabilities
319,915

 
557,106

 
3,057,175

 
(804,531
)
 
3,129,665

Other long-term liabilities
3,775

 
10,175

 
98,245

 
—

 
112,195

Intercompany payables
—

 
—

 
39,414

 
(39,414
)
 
—

Intercompany notes payable
—

 
—

 
1,081,710

 
(1,081,710
)
 
—

Deferred income taxes
39,523

 
54,668

 
65,199

 
13,821

 
173,211

Deferred amounts related to mall sale transactions
—

 
425,912

 
—

 
—

 
425,912

Long-term debt
63,672

 
2,823,269

 
6,495,811

 
—

 
9,382,752

Total liabilities
426,885

 
3,871,130

 
10,837,554

 
(1,911,834
)
 
13,223,735

Total Las Vegas Sands Corp. stockholders’ equity
7,665,494

 
7,379,831

 
6,300,928

 
(13,680,759
)
 
7,665,494

Noncontrolling interests
—

 
405

 
1,834,630

 
—

 
1,835,035

Total equity
7,665,494

 
7,380,236

 
8,135,558

 
(13,680,759
)
 
9,500,529

Total liabilities and equity
$
8,092,379

 
$
11,251,366

 
$
18,973,112

 
$
(15,592,593
)
 
$
22,724,264


31




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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2014

LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Casino
$
—

 
$
104,318

 
$
2,908,492

 
$
—

 
$
3,012,810

Rooms
—

 
126,516

 
248,600

 
—

 
375,116

Food and beverage
—

 
54,554

 
139,642

 
—

 
194,196

Mall
—

 
—

 
119,073

 
—

 
119,073

Convention, retail and other
—

 
75,781

 
95,539

 
(45,491
)
 
125,829

 
—

 
361,169

 
3,511,346

 
(45,491
)
 
3,827,024

Less — promotional allowances
(348
)
 
(20,519
)
 
(181,386
)
 
(421
)
 
(202,674
)
Net revenues
(348
)
 
340,650

 
3,329,960

 
(45,912
)
 
3,624,350

Operating expenses:
 
 
 
 
 
 
 
 
 
Casino
—

 
66,368

 
1,624,606

 
(737
)
 
1,690,237

Rooms
—

 
36,505

 
27,613

 
—

 
64,118

Food and beverage
—

 
24,328

 
72,536

 
(1,036
)
 
95,828

Mall
—

 
—

 
17,709

 
—

 
17,709

Convention, retail and other
—

 
25,482

 
57,190

 
(8,008
)
 
74,664

Provision for doubtful accounts
—

 
9,280

 
40,389

 
—

 
49,669

General and administrative
—

 
79,349

 
248,401

 
(218
)
 
327,532

Corporate
40,201

 
709

 
40,120

 
(35,907
)
 
45,123

Pre-opening
—

 
—

 
16,142

 
(1
)
 
16,141

Development
4,185

 
—

 
37

 
(5
)
 
4,217

Depreciation and amortization
7,244

 
45,119

 
211,653

 
—

 
264,016

Amortization of leasehold interests in land
—

 
—

 
10,040

 
—

 
10,040

(Gain) loss on disposal of assets
—

 
7,040

 
(3,444
)
 
—

 
3,596

 
51,630

 
294,180

 
2,362,992

 
(45,912
)
 
2,662,890

Operating income (loss)
(51,978
)
 
46,470

 
966,968

 
—

 
961,460

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
49

 
43,592

 
6,796

 
(44,740
)
 
5,697

Interest expense, net of amounts capitalized
(1,578
)
 
(28,809
)
 
(83,943
)
 
44,740

 
(69,590
)
Other income
—

 
1,637

 
557

 
—

 
2,194

Income from equity investments in subsidiaries
673,617

 
612,150

 
—

 
(1,285,767
)
 
—

Income before income taxes
620,110

 
675,040

 
890,378

 
(1,285,767
)
 
899,761

Income tax benefit (expense)
51,324

 
(34,912
)
 
(63,329
)
 
—

 
(46,917
)
Net income
671,434

 
640,128

 
827,049

 
(1,285,767
)
 
852,844

Net income attributable to noncontrolling interests
—

 
(479
)
 
(180,931
)
 
—

 
(181,410
)
Net income attributable to Las Vegas Sands Corp.
$
671,434

 
$
639,649

 
$
646,118

 
$
(1,285,767
)
 
$
671,434



32




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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2013

LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-
Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Casino
$
—

 
$
105,067

 
$
2,569,062

 
$
—

 
$
2,674,129

Rooms
—

 
120,567

 
204,062

 
—

 
324,629

Food and beverage
—

 
51,523

 
123,249

 
—

 
174,772

Mall
—

 
—

 
107,993

 
—

 
107,993

Convention, retail and other
—

 
76,829

 
89,651

 
(43,430
)
 
123,050

 
—

 
353,986

 
3,094,017

 
(43,430
)
 
3,404,573

Less — promotional allowances
(342
)
 
(20,510
)
 
(140,409
)
 
(371
)
 
(161,632
)
Net revenues
(342
)
 
333,476

 
2,953,608

 
(43,801
)
 
3,242,941

Operating expenses:
 
 
 
 
 
 
 
 
 
Casino
—

 
71,464

 
1,448,853

 
(596
)
 
1,519,721

Rooms
—

 
38,880

 
26,805

 
—

 
65,685

Food and beverage
—

 
23,883

 
66,484

 
(1,073
)
 
89,294

Mall
—

 
—

 
18,147

 
—

 
18,147

Convention, retail and other
—

 
23,777

 
62,380

 
(6,063
)
 
80,094

Provision for doubtful accounts
—

 
9,748

 
52,310

 
—

 
62,058

General and administrative
—

 
70,351

 
237,694

 
(176
)
 
307,869

Corporate
41,184

 
134

 
41,053

 
(35,890
)
 
46,481

Pre-opening
—

 
—

 
1,030

 
1

 
1,031

Development
5,997

 
—

 
9

 
(4
)
 
6,002

Depreciation and amortization
6,323

 
45,645

 
199,080

 
—

 
251,048

Amortization of leasehold interests in land
—

 
—

 
10,108

 
—

 
10,108

Loss on disposal of assets
—

 
551

 
4,211

 
—

 
4,762

 
53,504

 
284,433

 
2,168,164

 
(43,801
)
 
2,462,300

Operating income (loss)
(53,846
)
 
49,043

 
785,444

 
—

 
780,641

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
32

 
44,792

 
4,386

 
(45,974
)
 
3,236

Interest expense, net of amounts capitalized
(1,492
)
 
(21,806
)
 
(91,052
)
 
45,974

 
(68,376
)
Other income (expense)
32

 
(481
)
 
4,342

 
—

 
3,893

Income from equity investments in subsidiaries
571,639

 
503,614

 
—

 
(1,075,253
)
 
—

Income before income taxes
516,365

 
575,162

 
703,120

 
(1,075,253
)
 
719,394

Income tax benefit (expense)
13,388

 
(34,730
)
 
(26,379
)
 
—

 
(47,721
)
Net income
529,753

 
540,432

 
676,741

 
(1,075,253
)
 
671,673

Net income attributable to noncontrolling interests
—

 
(606
)
 
(141,314
)
 
—

 
(141,920
)
Net income attributable to Las Vegas Sands Corp.
$
529,753

 
$
539,826

 
$
535,427

 
$
(1,075,253
)
 
$
529,753



33




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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2014

LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Casino
$
—

 
$
214,108

 
$
6,170,767

 
$
—

 
$
6,384,875

Rooms
—

 
262,229

 
513,109

 
—

 
775,338

Food and beverage
—

 
114,091

 
282,892

 
—

 
396,983

Mall
—

 
—

 
228,104

 
—

 
228,104

Convention, retail and other
—

 
164,191

 
191,981

 
(92,967
)
 
263,205

 
—

 
754,619

 
7,386,853

 
(92,967
)
 
8,048,505

Less — promotional allowances
(741
)
 
(42,323
)
 
(369,687
)
 
(1,020
)
 
(413,771
)
Net revenues
(741
)
 
712,296

 
7,017,166

 
(93,987
)
 
7,634,734

Operating expenses:
 
 
 
 
 
 
 
 
 
Casino
—

 
138,587

 
3,420,845

 
(1,583
)
 
3,557,849

Rooms
—

 
72,525

 
55,856

 
—

 
128,381

Food and beverage
—

 
52,555

 
145,555

 
(2,113
)
 
195,997

Mall
—

 
—

 
35,072

 
—

 
35,072

Convention, retail and other
—

 
56,636

 
124,470

 
(15,974
)
 
165,132

Provision for doubtful accounts
—

 
15,884

 
95,703

 
—

 
111,587

General and administrative
—

 
161,374

 
503,134

 
(477
)
 
664,031

Corporate
87,136

 
938

 
81,556

 
(73,830
)
 
95,800

Pre-opening
—

 
97

 
20,345

 
(1
)
 
20,441

Development
5,822

 
—

 
96

 
(9
)
 
5,909

Depreciation and amortization
14,615

 
91,627

 
418,821

 
—

 
525,063

Amortization of leasehold interests in land
—

 
—

 
20,066

 
—

 
20,066

(Gain) loss on disposal of assets
—

 
6,755

 
(2,634
)
 
—

 
4,121

 
107,573

 
596,978

 
4,918,885

 
(93,987
)
 
5,529,449

Operating income (loss)
(108,314
)
 
115,318

 
2,098,281

 
—

 
2,105,285

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
74

 
85,048

 
13,813

 
(87,435
)
 
11,500

Interest expense, net of amounts capitalized
(3,140
)
 
(57,284
)
 
(167,727
)
 
87,435

 
(140,716
)
Other income (expense)
—

 
243

 
(2,706
)
 
—

 
(2,463
)
Loss on modification or early retirement of debt
—

 
—

 
(17,964
)
 
—

 
(17,964
)
Income from equity investments in subsidiaries
1,474,462

 
1,315,763

 
—

 
(2,790,225
)
 
—

Income before income taxes
1,363,082

 
1,459,088

 
1,923,697

 
(2,790,225
)
 
1,955,642

Income tax benefit (expense)
84,537

 
(54,086
)
 
(136,521
)
 
—

 
(106,070
)
Net income
1,447,619

 
1,405,002

 
1,787,176

 
(2,790,225
)
 
1,849,572

Net income attributable to noncontrolling interests
—

 
(1,076
)
 
(400,877
)
 
—

 
(401,953
)
Net income attributable to Las Vegas Sands Corp.
$
1,447,619

 
$
1,403,926

 
$
1,386,299

 
$
(2,790,225
)
 
$
1,447,619

 

34




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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2013

LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Casino
$
—

 
$
264,964

 
$
5,145,219

 
$
—

 
$
5,410,183

Rooms
—

 
241,681

 
407,964

 
—

 
649,645

Food and beverage
—

 
106,344

 
253,757

 
—

 
360,101

Mall
—

 
—

 
193,454

 
—

 
193,454

Convention, retail and other
—

 
163,265

 
173,693

 
(87,847
)
 
249,111

 
—

 
776,254

 
6,174,087

 
(87,847
)
 
6,862,494

Less — promotional allowances
(614
)
 
(42,740
)
 
(272,613
)
 
(867
)
 
(316,834
)
Net revenues
(614
)
 
733,514

 
5,901,474

 
(88,714
)
 
6,545,660

Operating expenses:
 
 
 
 
 
 
 
 
 
Casino
—

 
151,047

 
2,896,379

 
(1,426
)
 
3,046,000

Rooms
—

 
78,031

 
56,344

 
—

 
134,375

Food and beverage
—

 
47,914

 
140,250

 
(2,139
)
 
186,025

Mall
—

 
—

 
35,405

 
—

 
35,405

Convention, retail and other
—

 
55,067

 
115,647

 
(11,771
)
 
158,943

Provision for doubtful accounts
—

 
19,326

 
107,411

 
—

 
126,737

General and administrative
—

 
139,160

 
459,516

 
(393
)
 
598,283

Corporate
87,924

 
250

 
87,554

 
(72,975
)
 
102,753

Pre-opening
—

 
115

 
7,753

 
—

 
7,868

Development
10,968

 
—

 
395

 
(10
)
 
11,353

Depreciation and amortization
12,477

 
92,000

 
399,128

 
—

 
503,605

Amortization of leasehold interests in land
—

 
—

 
20,275

 
—

 
20,275

Loss on disposal of assets
—

 
1,114

 
5,580

 
—

 
6,694

 
111,369

 
584,024

 
4,331,637

 
(88,714
)
 
4,938,316

Operating income (loss)
(111,983
)
 
149,490

 
1,569,837

 
—

 
1,607,344

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
1,095

 
92,328

 
8,284

 
(94,678
)
 
7,029

Interest expense, net of amounts capitalized
(2,870
)
 
(44,550
)
 
(184,466
)
 
94,678

 
(137,208
)
Other income (expense)
32

 
(2,465
)
 
4,218

 
—

 
1,785

Income from equity investments in subsidiaries
1,172,900

 
983,727

 
—

 
(2,156,627
)
 
—

Income before income taxes
1,059,174

 
1,178,530

 
1,397,873

 
(2,156,627
)
 
1,478,950

Income tax benefit (expense)
42,540

 
(73,252
)
 
(72,591
)
 
—

 
(103,303
)
Net income
1,101,714

 
1,105,278

 
1,325,282

 
(2,156,627
)
 
1,375,647

Net income attributable to noncontrolling interests
—

 
(1,085
)
 
(272,848
)
 
—

 
(273,933
)
Net income attributable to Las Vegas Sands Corp.
$
1,101,714

 
$
1,104,193

 
$
1,052,434

 
$
(2,156,627
)
 
$
1,101,714

 

35




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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-
Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net income
$
671,434

 
$
640,128

 
$
827,049

 
$
(1,285,767
)
 
$
852,844

Currency translation adjustment, before and after tax
22,690

 
19,675

 
23,975

 
(42,365
)
 
23,975

Total comprehensive income
694,124

 
659,803

 
851,024

 
(1,328,132
)
 
876,819

Comprehensive income attributable to noncontrolling interests
—

 
(479
)
 
(182,216
)
 
—

 
(182,695
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
694,124

 
$
659,324

 
$
668,808

 
$
(1,328,132
)
 
$
694,124




36




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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2013
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-
Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net income
$
529,753

 
$
540,432

 
$
676,741

 
$
(1,075,253
)
 
$
671,673

Currency translation adjustment, before and after tax
(42,195
)
 
(23,213
)
 
(41,081
)
 
65,408

 
(41,081
)
Total comprehensive income
487,558

 
517,219

 
635,660

 
(1,009,845
)
 
630,592

Comprehensive income attributable to noncontrolling interests
—

 
(606
)
 
(142,428
)
 
—

 
(143,034
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
487,558

 
$
516,613

 
$
493,232

 
$
(1,009,845
)
 
$
487,558



37




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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net income
$
1,447,619

 
$
1,405,002

 
$
1,787,176

 
$
(2,790,225
)
 
$
1,849,572

Currency translation adjustment, before and after tax
33,538

 
28,558

 
34,198

 
(62,096
)
 
34,198

Total comprehensive income
1,481,157

 
1,433,560

 
1,821,374

 
(2,852,321
)
 
1,883,770

Comprehensive income attributable to noncontrolling interests
—

 
(1,076
)
 
(401,537
)
 
—

 
(402,613
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
1,481,157

 
$
1,432,484

 
$
1,419,837

 
$
(2,852,321
)
 
$
1,481,157



38




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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2013
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net income
$
1,101,714

 
$
1,105,278

 
$
1,325,282

 
$
(2,156,627
)
 
$
1,375,647

Currency translation adjustment, before and after tax
(87,971
)
 
(75,041
)
 
(89,537
)
 
163,012

 
(89,537
)
Total comprehensive income
1,013,743

 
1,030,237

 
1,235,745

 
(1,993,615
)
 
1,286,110

Comprehensive income attributable to noncontrolling interests
—

 
(1,085
)
 
(271,282
)
 
—

 
(272,367
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
1,013,743

 
$
1,029,152

 
$
964,463

 
$
(1,993,615
)
 
$
1,013,743



39




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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net cash generated from operating activities
$
2,094,753

 
$
1,609,083

 
$
2,309,084

 
$
(3,622,076
)
 
$
2,390,844

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Change in restricted cash and cash equivalents
—

 
—

 
559

 
—

 
559

Capital expenditures
(19,271
)
 
(39,995
)
 
(467,572
)
 
—

 
(526,838
)
Proceeds from disposal of property and equipment
—

 
667

 
439

 
—

 
1,106

Dividends received from non-restricted subsidiaries
—

 
1,092,406

 
—

 
(1,092,406
)
 
—

Repayments of receivable from non-restricted subsidiaries
—

 
935

 
—

 
(935
)
 
—

Capital contributions to subsidiaries
—

 
(1,047,406
)
 
—

 
1,047,406

 
—

Net cash generated from (used in) investing activities
(19,271
)
 
6,607

 
(466,574
)
 
(45,935
)
 
(525,173
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
38,454

 
—

 
6,664

 
—

 
45,118

Excess tax benefit from stock option exercises
2,755

 
—

 
—

 
—

 
2,755

Repurchase of common stock
(1,139,415
)
 
—

 
—

 
—

 
(1,139,415
)
Dividends paid
(809,085
)
 
—

 
(776,570
)
 
—

 
(1,585,655
)
Distributions to noncontrolling interests
—

 
(1,076
)
 
(3,655
)
 
—

 
(4,731
)
Dividends paid to Las Vegas Sands Corp.
—

 
(2,150,104
)
 
(42,252
)
 
2,192,356

 
—

Dividends paid to Restricted Subsidiaries
—

 
—

 
(2,522,126
)
 
2,522,126

 
—

Capital contributions received
—

 
—

 
1,047,406

 
(1,047,406
)
 
—

Repayments on borrowings from Restricted Subsidiaries
—

 
—

 
(935
)
 
935

 
—

Proceeds from 2013 U.S. credit facility
—

 
1,038,000

 
—

 
—

 
1,038,000

Proceeds from 2011 VML credit facility
—

 
—

 
819,725

 
—

 
819,725

Repayments on 2011 VML credit facility
—

 
—

 
(819,680
)
 
—

 
(819,680
)
Repayments on 2013 U.S. credit facility
—

 
(471,250
)
 
—

 
—

 
(471,250
)
Repayments on airplane financings
(1,844
)
 
—

 
—

 
—

 
(1,844
)
Repayments on HVAC equipment lease and other long-term debt
—

 
(1,213
)
 
(2,071
)
 
—

 
(3,284
)
Payments of deferred financing costs
—

 
—

 
(57,244
)
 
—

 
(57,244
)
Net cash used in financing activities
(1,909,135
)
 
(1,585,643
)
 
(2,350,738
)
 
3,668,011

 
(2,177,505
)
Effect of exchange rate on cash
—

 
—

 
4,147

 
—

 
4,147

Increase (decrease) in cash and cash equivalents
166,347

 
30,047

 
(504,081
)
 
—

 
(307,687
)
Cash and cash equivalents at beginning of period
50,180

 
315,489

 
3,234,745

 
—

 
3,600,414

Cash and cash equivalents at end of period
$
216,527

 
$
345,536

 
$
2,730,664

 
$
—

 
$
3,292,727



40




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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2013
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net cash generated from operating activities
$
600,618

 
$
1,051,308

 
$
1,899,484

 
$
(1,527,203
)
 
$
2,024,207

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Change in restricted cash and cash equivalents
—

 
—

 
(532
)
 
—

 
(532
)
Capital expenditures
(15,850
)
 
(26,138
)
 
(352,027
)
 
—

 
(394,015
)
Proceeds from disposal of property and equipment
—

 
106

 
1,610

 
—

 
1,716

Acquisition of intangible assets
—

 
—

 
(45,857
)
 
—

 
(45,857
)
Dividends received from non-restricted subsidiaries
—

 
610,998

 
—

 
(610,998
)
 
—

Repayments of receivable from non-restricted subsidiaries
—

 
790

 
—

 
(790
)
 
—

Capital contributions to subsidiaries
(33
)
 
(567,998
)
 
—

 
568,031

 
—

Net cash generated from (used in) investing activities
(15,883
)
 
17,758

 
(396,806
)
 
(43,757
)
 
(438,688
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
18,171

 
—

 
4,664

 
—

 
22,835

Excess tax benefit from stock option exercises
3,107

 
—

 
—

 
—

 
3,107

Dividends paid
(577,539
)
 
—

 
(411,359
)
 
—

 
(988,898
)
Distributions to noncontrolling interests
—

 
(1,085
)
 
(3,628
)
 
—

 
(4,713
)
Dividends paid to Las Vegas Sands Corp.
—

 
(640,153
)
 
(30,326
)
 
670,479

 
—

Dividends paid to Restricted Subsidiaries
—

 
—

 
(1,467,722
)
 
1,467,722

 
—

Capital contributions received
—

 
—

 
568,031

 
(568,031
)
 
—

Repayments on borrowings from Restricted Subsidiaries
—

 
—

 
(790
)
 
790

 
—

Proceeds from 2012 Singapore credit facility
—

 
—

 
80,496

 
—

 
80,496

Repayments on 2012 Singapore credit facility
—

 
—

 
(406,870
)
 
—

 
(406,870
)
Repayments on senior secured credit facility
—

 
(276,479
)
 
—

 
—

 
(276,479
)
Repayments on airplane financings
(1,844
)
 
—

 
—

 
—

 
(1,844
)
Repayments on HVAC equipment lease and other long-term debt
—

 
(1,187
)
 
(2,051
)
 
—

 
(3,238
)
Net cash used in financing activities
(558,105
)
 
(918,904
)
 
(1,669,555
)
 
1,570,960

 
(1,575,604
)
Effect of exchange rate on cash
—

 
—

 
(8,540
)
 
—

 
(8,540
)
Increase (decrease) in cash and cash equivalents
26,630

 
150,162

 
(175,417
)
 
—

 
1,375

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
$
34,592

 
$
332,564

 
$
2,146,985

 
$
—

 
$
2,514,141



41

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 70.1% 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 agreement, which expires in June 2022.
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 380,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately 86.9% and 86.3% of the gross revenue at The Venetian Macao for the six months ended June 30, 2014 and 2013 , respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources.
We own the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, we opened the first hotel tower on parcel 5, consisting of 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. We also opened approximately 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000 -square-foot casino and VIP gaming areas, all of which are operated by us. In September 2012, we opened the first hotel tower on parcel 6, consisting of approximately 1,800 rooms and suites under the Sheraton brand, and opened the second casino and additional retail, entertainment, dining and meeting facilities, which are operated by us. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately 2,100 rooms and suites under the Sheraton brand. We have begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $700 million . Upon completion of the project, the integrated resort will feature more than 350,000 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 early 2015). As of June 30, 2014 ,

42
Table of Contents

we have capitalized costs of $4.28 billion for the entire project, including the land premium (net of amortization) and $65.2 million in outstanding construction payables. Approximately 85.4% and 86.5% of the gross revenue at Sands Cotai Central for the six months ended June 30, 2014 and 2013 , 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 under the Four Seasons brand and features 19 Paiza mansions; approximately 110,000 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 85.6% and 86.5% of the gross revenue at the Four Seasons Macao for the six months ended June 30, 2014 and 2013 , 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 250,000 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% of the gross revenue at the Sands Macao for the six months ended June 30, 2014 and 2013 , 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. Approximately 76.2% and 75.9% of the gross revenue at the Marina Bay Sands for the six months ended June 30, 2014 and 2013 , 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 the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP”). See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net.”
Approximately 72.6% and 67.0% of gross revenue at our Las Vegas Operating Properties for the six months ended June 30, 2014 and 2013 , 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.

43
Table of Contents

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 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. 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 88.4% and 88.7% of the gross revenue at Sands Bethlehem for the six months ended June 30, 2014 and 2013 , respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming sources.
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 2013 Annual Report on Form 10-K filed on February 28, 2014.
There were no newly identified significant accounting estimates during the six months ended June 30, 2014 , nor were there any material changes to the critical accounting policies and estimates discussed in our 2013 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 June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
Percent
Change
 
2014
 
2013
 
Percent
Change
 
 
(Dollars in thousands)
Net revenues
 
$
3,624,350

 
$
3,242,941

 
11.8
%
 
$
7,634,734

 
$
6,545,660

 
16.6
%
Operating expenses
 
2,662,890

 
2,462,300

 
8.1
%
 
5,529,449

 
4,938,316

 
12.0
%
Operating income
 
961,460

 
780,641

 
23.2
%
 
2,105,285

 
1,607,344

 
31.0
%
Income before income taxes
 
899,761

 
719,394

 
25.1
%
 
1,955,642

 
1,478,950

 
32.2
%
Net income
 
852,844

 
671,673

 
27.0
%
 
1,849,572

 
1,375,647

 
34.5
%
Net income attributable to Las Vegas Sands Corp.
 
671,434

 
529,753

 
26.7
%
 
1,447,619

 
1,101,714

 
31.4
%
 

44
Table of Contents

 
 
Percent of Net Revenues
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Operating expenses
 
73.5
%
 
75.9
%
 
72.4
%
 
75.4
%
Operating income
 
26.5
%
 
24.1
%
 
27.6
%
 
24.6
%
Income before income taxes
 
24.8
%
 
22.2
%
 
25.6
%
 
22.6
%
Net income
 
23.5
%
 
20.7
%
 
24.2
%
 
21.0
%
Net income attributable to Las Vegas Sands Corp.
 
18.5
%
 
16.3
%
 
19.0
%
 
16.8
%
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 25.3% , 22.6% , 25.1% , 18.3% and 24.1% 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 5.2% , 3.7% , 5.3% , 3.8% and 5.0% 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, 23.0% and 31.1% , respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2014 .
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 22% to 30% for Baccarat and 14% to 18% for non-Baccarat. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 16.2% . Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.5% and 7.0% 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 win and hold percentages. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 69.7% of our table games play at our Las Vegas Operating Properties, for the six months ended June 30, 2014 , was conducted on a credit basis, while our table games play at Sands Bethlehem was primarily conducted on a cash basis.

45
Table of Contents

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 June 30, 2014 Compared to the Three Months Ended June 30, 2013
Operating Revenues
Our net revenues consisted of the following:
 
Three Months Ended June 30,
 
2014
 
2013
 
Percent
Change
 
(Dollars in thousands)
Casino
$
3,012,810

 
$
2,674,129

 
12.7
 %
Rooms
375,116

 
324,629

 
15.6
 %
Food and beverage
194,196

 
174,772

 
11.1
 %
Mall
119,073

 
107,993

 
10.3
 %
Convention, retail and other
125,829

 
123,050

 
2.3
 %
 
3,827,024

 
3,404,573

 
12.4
 %
Less — promotional allowances
(202,674
)
 
(161,632
)
 
(25.4
)%
Total net revenues
$
3,624,350

 
$
3,242,941

 
11.8
 %
Consolidated net revenues were $3.62 billion for the three months ended June 30, 2014 , an increase of $381.4 million compared to $3.24 billion for the three months ended June 30, 2013 . The increase in net revenues was driven by an increase of $311.4 million at our Macao operating properties, primarily due to increased casino revenues.

46
Table of Contents

Casino revenues increased $338.7 million compared to the three months ended June 30, 2013 . The increase is primarily due to increases of $182.2 million at Sands Cotai Central and $127.0 million at The Venetian Macao, driven by increases in Non-Rolling Chip drop. The following table summarizes the results of our casino activity:
 
Three Months Ended June 30,
 
2014
 
2013
 
Change
 
(Dollars in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
927,560

 
$
800,551

 
15.9%

Non-Rolling Chip drop
$
2,234,919

 
$
1,593,825

 
40.2%

Non-Rolling Chip win percentage
25.7
%
 
28.2
%
 
(2.5) pts

Rolling Chip volume
$
12,329,747

 
$
11,837,962

 
4.2%

Rolling Chip win percentage
3.45
%
 
3.41
%
 
0.04 pts

Slot handle
$
1,345,866

 
$
1,149,675

 
17.1%

Slot hold percentage
5.0
%
 
5.6
%
 
(0.6) pts

Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
712,764

 
$
530,526

 
34.4%

Non-Rolling Chip drop
$
1,881,653

 
$
1,228,197

 
53.2%

Non-Rolling Chip win percentage
21.5
%
 
22.1
%
 
(0.6) pts

Rolling Chip volume
$
12,404,368

 
$
14,335,395

 
(13.5)%

Rolling Chip win percentage
2.97
%
 
2.35
%
 
0.62 pts

Slot handle
$
1,966,706

 
$
1,249,631

 
57.4%

Slot hold percentage
3.5
%
 
3.8
%
 
(0.3) pts

Four Seasons Macao
 
 
 
 
 
Total casino revenues
$
197,689

 
$
242,137

 
(18.4)%

Non-Rolling Chip drop
$
366,630

 
$
186,051

 
97.1%

Non-Rolling Chip win percentage
21.9
%
 
22.5
%
 
(0.6) pts

Rolling Chip volume
$
5,647,929

 
$
9,944,261

 
(43.2)%

Rolling Chip win percentage
3.08
%
 
2.93
%
 
0.15 pts

Slot handle
$
170,407

 
$
181,998

 
(6.4)%

Slot hold percentage
6.5
%
 
6.2
%
 
0.3 pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
306,972

 
$
287,499

 
6.8%

Non-Rolling Chip drop
$
1,081,280

 
$
822,867

 
31.4%

Non-Rolling Chip win percentage
17.5
%
 
20.3
%
 
(2.8) pts

Rolling Chip volume
$
4,651,520

 
$
5,818,168

 
(20.1)%

Rolling Chip win percentage
3.20
%
 
2.62
%
 
0.58 pts

Slot handle
$
832,422

 
$
637,214

 
30.6%

Slot hold percentage
3.7
%
 
4.1
%
 
(0.4) pts

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
646,435

 
$
590,326

 
9.5%

Non-Rolling Chip drop
$
1,106,260

 
$
1,163,667

 
(4.9)%

Non-Rolling Chip win percentage
24.8
%
 
23.4
%
 
1.4 pts

Rolling Chip volume
$
10,446,508

 
$
14,371,639

 
(27.3)%

Rolling Chip win percentage
3.45
%
 
2.53
%
 
0.92 pts

Slot handle
$
3,066,718

 
$
2,744,474

 
11.7%

Slot hold percentage
4.9
%
 
5.0
%
 
(0.1) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
104,318

 
$
105,066

 
(0.7)%

Table games drop
$
439,964

 
$
551,326

 
(20.2)%

Table games win percentage
18.2
%
 
15.9
%
 
2.3 pts

Slot handle
$
483,630

 
$
475,430

 
1.7%

Slot hold percentage
8.3
%
 
8.7
%
 
(0.4) pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
117,072

 
$
118,024

 
(0.8)%

Table games drop
$
260,610

 
$
258,853

 
0.7%

Table games win percentage
16.1
%
 
16.2
%
 
(0.1) pts

Slot handle
$
1,018,294

 
$
1,055,101

 
(3.5)%

Slot hold percentage
7.2
%
 
7.0
%
 
0.2 pts



47
Table of Contents

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues increased $50.5 million compared to the three months ended June 30, 2013 . The increase is primarily due to an increase of $25.3 million at Sands Cotai Central, driven by increases in occupancy and average daily room rates. There were also increases of $10.2 million, $6.5 million and $5.9 million at The Venetian Macao, Marina Bay Sands and our Las Vegas Operating Properties, respectively, which were driven by an increase in average daily room rates. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:
 
Three Months Ended June 30,
 
2014
 
2013
 
Change
 
(Room revenues in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
61,248

 
$
51,068

 
19.9%

Occupancy rate
89.1
%
 
87.4
%
 
1.7 pts

Average daily room rate
$
262

 
$
227

 
15.4%

Revenue per available room
$
233

 
$
199

 
17.1%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
73,244

 
$
47,959

 
52.7%

Occupancy rate
84.9
%
 
67.5
%
 
17.4 pts

Average daily room rate
$
169

 
$
143

 
18.2%

Revenue per available room
$
143

 
$
97

 
47.4%

Four Seasons Macao
 
 
 
 
 
Total room revenues
$
12,040

 
$
9,716

 
23.9%

Occupancy rate
85.8
%
 
80.7
%
 
5.1 pts

Average daily room rate
$
410

 
$
352

 
16.5%

Revenue per available room
$
352

 
$
284

 
23.9%

Sands Macao
 
 
 
 
 
Total room revenues
$
5,539

 
$
5,939

 
(6.7)%

Occupancy rate
98.5
%
 
95.0
%
 
3.5 pts

Average daily room rate
$
216

 
$
242

 
(10.7)%

Revenue per available room
$
213

 
$
230

 
(7.4)%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
93,078

 
$
86,536

 
7.6%

Occupancy rate
99.1
%
 
99.4
%
 
(0.3) pts

Average daily room rate
$
409

 
$
379

 
7.9%

Revenue per available room
$
405

 
$
377

 
7.4%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
126,516

 
$
120,567

 
4.9%

Occupancy rate
90.1
%
 
91.6
%
 
(1.5) pts

Average daily room rate
$
223

 
$
205

 
8.8%

Revenue per available room
$
201

 
$
188

 
6.9%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
3,451

 
$
2,844

 
21.3%

Occupancy rate
87.2
%
 
72.5
%
 
14.7 pts

Average daily room rate
$
144

 
$
143

 
0.7%

Revenue per available room
$
126

 
$
104

 
21.2%


48
Table of Contents

Food and beverage revenues increased $19.4 million compared to the three months ended June 30, 2013 . The increase was primarily due to a $14.4 million increase at our Macao operating properties, driven an increase in property visitation.
Mall revenues increased $11.1 million compared to the three months ended June 30, 2013 . The increase was primarily due to a $6.4 million increase at our Macao operating properties, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Three Months Ended June 30,
 
2014
 
2013
 
Change
 
(Mall revenues in thousands)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
41,992

 
$
37,413

 
12.2%

Mall gross leasable area (in square feet)
755,876

 
759,077

 
(0.4)%

Occupancy
95.9
%
 
95.6
%
 
0.3 pts

Base rent per square foot
$
188

 
$
150

 
25.3%

Tenant sales per square foot
$
1,563

 
$
1,357

 
15.2%

Shoppes at Cotai Central (1)
 
 
 
 
 
Total mall revenues
$
11,176

 
$
8,694

 
28.5%

Mall gross leasable area (in square feet)
312,848

 
210,143

 
48.9%

Occupancy
97.8
%
 
100.0
%
 
(2.2) pts

Base rent per square foot
$
136

 
$
121

 
12.4%

Tenant sales per square foot
$
1,461

 
$
—

 
—

Shoppes at Four Seasons (2 )
 
 
 
 
 
Total mall revenues
$
24,816

 
$
25,436

 
(2.4)%

Mall gross leasable area (in square feet)
255,888

 
241,416

 
6.0%

Occupancy
96.2
%
 
89.9
%
 
6.3 pts

Base rent per square foot
$
354

 
$
155

 
128.4%

Tenant sales per square foot
$
5,593

 
$
4,661

 
20.0%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands (3)
 
 
 
 
 
Total mall revenues
$
40,265

 
$
35,753

 
12.6%

Mall gross leasable area (in square feet)
651,750

 
640,648

 
1.7%

Occupancy
89.5
%
 
86.7
%
 
2.8 pts

Base rent per square foot
$
220

 
$
219

 
0.5%

Tenant sales per square foot
$
1,497

 
$
1,552

 
(3.5)%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem (4)
 
 
 
 
 
Total mall revenues
$
824

 
$
697

 
18.2%

Mall gross leasable area (in square feet)
151,029

 
134,907

 
12.0%

Occupancy
94.3
%
 
75.9
%
 
18.4 pts

Base rent per square foot
$
25

 
$
22

 
13.6%

Tenant sales per square foot
$
410

 
$
—

 
—

__________________________
(1)
The first, second and third phases of the Shoppes at Cotai Central opened in April and September 2012, and June 2014, respectively. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
(2)
Beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.

49
Table of Contents

(3)
Approximately 44,000 square feet of gross leasable area is currently undergoing new fit-out as part of an ongoing repositioning of the mall that will bring in several new key luxury tenants and is not considered occupied as of June 30, 2014, compared to approximately 56,000 square feet as of June 30, 2013.
(4)
Tenant sales per square foot for the three months ended June 30, 2013, is excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.

Operating Expenses
The breakdown of operating expenses is as follows:
 
Three Months Ended June 30,
 
2014
 
2013
 
Percent
Change
 
(Dollars in thousands)
Casino
$
1,690,237

 
$
1,519,721

 
11.2
 %
Rooms
64,118

 
65,685

 
(2.4
)%
Food and beverage
95,828

 
89,294

 
7.3
 %
Mall
17,709

 
18,147

 
(2.4
)%
Convention, retail and other
74,664

 
80,094

 
(6.8
)%
Provision for doubtful accounts
49,669

 
62,058

 
(20.0
)%
General and administrative
327,532

 
307,869

 
6.4
 %
Corporate
45,123

 
46,481

 
(2.9
)%
Pre-opening
16,141

 
1,031

 
N.M.

Development
4,217

 
6,002

 
(29.7
)%
Depreciation and amortization
264,016

 
251,048

 
5.2
 %
Amortization of leasehold interests in land
10,040

 
10,108

 
(0.7
)%
Loss on disposal of assets
3,596

 
4,762

 
(24.5
)%
Total operating expenses
$
2,662,890

 
$
2,462,300

 
8.1
 %
______________
N.M. - Not meaningful

Operating expenses were $2.66 billion for the three months ended June 30, 2014 , an increase of $200.6 million compared to $2.46 billion for the three months ended June 30, 2013 . The increase in operating expenses was primarily due to an increase in casino expenses at our Macao operating properties.
Casino expenses increased $170.5 million compared to the three months ended June 30, 2013 . Of the increase, $108.6 million was due to the 39.0% gross win tax on increased casino revenues at our Macao operating properties, as well as $62.3 million in additional casino expenses at our Macao operating properties.
The provision for doubtful accounts was $49.7 million for the three months ended June 30, 2014 , compared to $62.1 million for the three months ended June 30, 2013 . The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $19.7 million compared to the three months ended June 30, 2013 . The increase was primarily due to a $9.0 million increase at our Las Vegas Operating Properties and a $6.1 million increase at our Macao operating properties.
Pre-opening expenses were $16.1 million for the three months ended June 30, 2014 , compared to $1.0 million for the three months ended June 30, 2013 . Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the three months ended June 30, 2014, were primarily related to activities at The Parisian Macao. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

50
Table of Contents

Adjusted Property EBITDA
Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments. Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):
 
Three Months Ended June 30,
 
2014
 
2013
 
Percent
Change
 
(Dollars in thousands)
Macao:
 
 
 
 
 
The Venetian Macao
$
402,057

 
$
360,864

 
11.4
 %
Sands Cotai Central
248,973

 
146,147

 
70.4
 %
Four Seasons Macao
67,954

 
61,809

 
9.9
 %
Sands Macao
82,319

 
88,338

 
(6.8
)%
Other Asia
(468
)
 
(2,135
)
 
78.1
 %
 
800,835

 
655,023

 
22.3
 %
Marina Bay Sands
417,778

 
355,349

 
17.6
 %
United States:
 
 
 
 
 
Las Vegas Operating Properties
66,115

 
62,969

 
5.0
 %
Sands Bethlehem
27,915

 
33,579

 
(16.9
)%
 
94,030

 
96,548

 
(2.6
)%
Total adjusted property EBITDA
$
1,312,643

 
$
1,106,920

 
18.6
 %
 
Adjusted property EBITDA at our Macao operations increased $145.8 million compared to the three months ended June 30, 2013 . As previously described, the increase was primarily due to a $311.4 million increase in net revenues at our Macao operating properties, partially offset by a $108.6 million increase in gross win tax on increased casino revenues, as well as increases in the associated operating expenses. Additionally, during the three months ended June 30, 2014, a new bonus program for non-management employees in Macao was initiated, resulting in a $29.0 million expense being recorded during the quarter.
Adjusted property EBITDA at Marina Bay Sands increased $62.4 million compared to the three months ended June 30, 2013 . The increase was primarily due to a $65.2 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.
Adjusted property EBITDA at our Las Vegas Operating Properties increased $3.1 million compared to the three months ended June 30, 2013 . The increase was primarily due to a $7.2 million increase in net revenues (excluding intersegment royalty revenue), driven by an increase in rooms revenue, partially offset by increases in the associated operating expenses.
Adjusted property EBITDA at Sands Bethlehem decreased $5.7 million compared to the three months ended June 30, 2013 . The decrease was primarily due to an increase in general and administrative expenses.

51
Table of Contents

Interest Expense
The following table summarizes information related to interest expense on long-term debt:
 
Three Months Ended June 30,
 
2014
 
2013
 
(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs)
$
67,294

 
$
65,163

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
3,797

 
3,791

Less — capitalized interest
(1,501
)
 
(578
)
Interest expense, net
$
69,590

 
$
68,376

Cash paid for interest
$
54,164

 
$
42,944

Weighted average total debt balance
$
10,178,055

 
$
9,799,933

Weighted average interest rate
2.6
%
 
2.7
%

Interest cost and interest expense remained relatively consistent compared to the three months ended June 30, 2013 , due to a slight increase in our weighted average debt balance, partially offset by a slight decrease in our weighted average interest rate.
Other Factors Effecting Earnings
Other income was $2.2 million for the three months ended June 30, 2014 , compared to $3.9 million for the three months ended June 30, 2013 . The amounts in both periods were primarily due to foreign exchange gains.
Our effective income tax rate was 5.2% for the three months ended June 30, 2014 , compared to 6.6% for the three months ended June 30, 2013. The effective income tax rate for the three months ended June 30, 2014 and 2013 , reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, which was extended in October 2013 through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.
The net income attributable to our noncontrolling interests was $181.4 million for the three months ended June 30, 2014 , compared to $141.9 million for the three months ended June 30, 2013 . These amounts are primarily related to the noncontrolling interest of SCL.
Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013
Operating Revenues
Our net revenues consisted of the following:
 
Six Months Ended June 30,
 
2014
 
2013
 
Percent
Change
 
(Dollars in thousands)
Casino
$
6,384,875

 
$
5,410,183

 
18.0
 %
Rooms
775,338

 
649,645

 
19.3
 %
Food and beverage
396,983

 
360,101

 
10.2
 %
Mall
228,104

 
193,454

 
17.9
 %
Convention, retail and other
263,205

 
249,111

 
5.7
 %
 
8,048,505

 
6,862,494

 
17.3
 %
Less — promotional allowances
(413,771
)
 
(316,834
)
 
(30.6
)%
Total net revenues
$
7,634,734

 
$
6,545,660

 
16.6
 %
Consolidated net revenues were $7.63 billion for the six months ended June 30, 2014 , an increase of $1.09 billion compared to $6.55 billion for the six months ended June 30, 2013 . The increase in net revenues was driven by an increase of $1.01 billion at our Macao operating properties, primarily due to increased casino revenues.

52
Table of Contents

Casino revenues increased $974.7 million compared to the six months ended June 30, 2013 . The increase is primarily due to increases of $424.1 million at The Venetian Macao and $398.8 million at Sands Cotai Central, which were driven by increases in Non-Rolling Chip drop. The following table summarizes the results of our casino activity:
 
Six Months Ended June 30,
 
2014
 
2013
 
Change
 
(Dollars in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
2,003,228

 
$
1,579,090

 
26.9%

Non-Rolling Chip drop
$
4,645,147

 
$
2,927,717

 
58.7%

Non-Rolling Chip win percentage
25.9
%
 
30.0
%
 
(4.1) pts

Rolling Chip volume
$
27,645,155

 
$
23,508,883

 
17.6%

Rolling Chip win percentage
3.47
%
 
3.49
%
 
(0.02) pts

Slot handle
$
2,798,251

 
$
2,341,207

 
19.5%

Slot hold percentage
5.0
%
 
5.5
%
 
(0.5) pts

Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
1,463,093

 
$
1,064,312

 
37.5%

Non-Rolling Chip drop
$
3,682,321

 
$
2,263,537

 
62.7%

Non-Rolling Chip win percentage
22.2
%
 
21.8
%
 
0.4 pts

Rolling Chip volume
$
27,909,672

 
$
27,957,800

 
(0.2)%

Rolling Chip win percentage
2.89
%
 
2.71
%
 
0.18 pts

Slot handle
$
3,788,146

 
$
2,478,094

 
52.9%

Slot hold percentage
3.6
%
 
3.9
%
 
(0.3) pts

Four Seasons Macao
 
 
 
 
 
Total casino revenues
$
537,879

 
$
448,588

 
19.9%

Non-Rolling Chip drop
$
718,594

 
$
296,580

 
142.3%

Non-Rolling Chip win percentage
25.1
%
 
32.3
%
 
(7.2) pts

Rolling Chip volume
$
14,841,591

 
$
19,424,410

 
(23.6)%

Rolling Chip win percentage
3.42
%
 
2.58
%
 
0.84 pts

Slot handle
$
460,196

 
$
366,407

 
25.6%

Slot hold percentage
5.1
%
 
5.6
%
 
(0.5) pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
613,579

 
$
589,866

 
4.0%

Non-Rolling Chip drop
$
2,173,194

 
$
1,586,091

 
37.0%

Non-Rolling Chip win percentage
17.7
%
 
20.7
%
 
(3.0) pts

Rolling Chip volume
$
10,032,059

 
$
12,197,159

 
(17.8)%

Rolling Chip win percentage
2.87
%
 
2.69
%
 
0.18 pts

Slot handle
$
1,635,643

 
$
1,343,677

 
21.7%

Slot hold percentage
3.8
%
 
3.9
%
 
(0.1) pts

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
1,326,880

 
$
1,230,526

 
7.8%

Non-Rolling Chip drop
$
2,263,612

 
$
2,358,296

 
(4.0)%

Non-Rolling Chip win percentage
24.1
%
 
23.3
%
 
0.8 pts

Rolling Chip volume
$
23,387,991

 
$
32,578,931

 
(28.2)%

Rolling Chip win percentage
3.43
%
 
2.52
%
 
0.91 pts

Slot handle
$
6,116,693

 
$
5,529,794

 
10.6%

Slot hold percentage
4.9
%
 
5.0
%
 
(0.1) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
214,108

 
$
264,964

 
(19.2)%

Table games drop
$
958,500

 
$
1,057,722

 
(9.4)%

Table games win percentage
17.6
%
 
21.5
%
 
(3.9) pts

Slot handle
$
956,784

 
$
970,536

 
(1.4)%

Slot hold percentage
8.4
%
 
8.8
%
 
(0.4) pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
226,108

 
$
232,837

 
(2.9)%

Table games drop
$
508,200

 
$
503,547

 
0.9%

Table games win percentage
16.1
%
 
15.9
%
 
0.2 pts

Slot handle
$
1,966,804

 
$
2,089,032

 
(5.9)%

Slot hold percentage
7.1
%
 
7.1
%
 
—



53
Table of Contents

In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues increased $125.7 million compared to the six months ended June 30, 2013 . The increase is primarily due to a $58.5 million increase at Sands Cotai Central, driven by increases in occupancy and average daily room rates. There were also increases of $21.1 million, $20.5 million and $19.1 million at The Venetian Macao, our Las Vegas Operating Properties and Marina Bay Sands, respectively, which were driven by an increase in average daily room rates. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:
 
Six Months Ended June 30,
 
2014
 
2013
 
Change
 
(Room revenues in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
126,552

 
$
105,501

 
20.0%

Occupancy rate
91.7
%
 
89.5
%
 
2.2 pts

Average daily room rate
$
265

 
$
229

 
15.7%

Revenue per available room
$
243

 
$
205

 
18.5%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
152,690

 
$
94,201

 
62.1%

Occupancy rate
86.9
%
 
69.0
%
 
17.9 pts

Average daily room rate
$
173

 
$
148

 
16.9%

Revenue per available room
$
150

 
$
102

 
47.1%

Four Seasons Macao
 
 
 
 
 
Total room revenues
$
24,671

 
$
19,881

 
24.1%

Occupancy rate
86.4
%
 
81.0
%
 
5.4 pts

Average daily room rate
$
419

 
$
361

 
16.1%

Revenue per available room
$
363

 
$
292

 
24.3%

Sands Macao
 
 
 
 
 
Total room revenues
$
12,800

 
$
11,974

 
6.9%

Occupancy rate
97.6
%
 
94.9
%
 
2.7 pts

Average daily room rate
$
254

 
$
244

 
4.1%

Revenue per available room
$
248

 
$
232

 
6.9%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
190,207

 
$
171,118

 
11.2%

Occupancy rate
99.2
%
 
99.0
%
 
0.2 pts

Average daily room rate
$
418

 
$
379

 
10.3%

Revenue per available room
$
415

 
$
375

 
10.7%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
262,230

 
$
241,681

 
8.5%

Occupancy rate
89.5
%
 
91.0
%
 
(1.5) pts

Average daily room rate
$
232

 
$
208

 
11.5%

Revenue per available room
$
207

 
$
189

 
9.5%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
6,188

 
$
5,289

 
17.0%

Occupancy rate
78.0
%
 
68.9
%
 
9.1 pts

Average daily room rate
$
145

 
$
141

 
2.8%

Revenue per available room
$
113

 
$
97

 
16.5%


54
Table of Contents

Food and beverage revenues increased $36.9 million compared to the six months ended June 30, 2013 . The increase was primarily due to a $30.6 million increase at our Macao operating properties, due to an increase in property visitation.
Mall revenues increased $34.7 million compared to the six months ended June 30, 2013 . The increase was primarily due to a $28.2 million increase at our Macao operating properties, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Six Months Ended June 30, (1)
 
2014
 
2013
 
Change
 
(Mall revenues in thousands)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
80,132

 
$
67,270

 
19.1%

Mall gross leasable area (in square feet)
755,876

 
759,077

 
(0.4)%

Occupancy
95.9
%
 
95.6
%
 
0.3 pts

Base rent per square foot
$
188

 
$
150

 
25.3%

Tenant sales per square foot
$
1,563

 
$
1,357

 
15.2%

Shoppes at Cotai Central (2)
 
 
 
 
 
Total mall revenues
$
19,896

 
$
16,624

 
19.7%

Mall gross leasable area (in square feet)
312,848

 
210,143

 
48.9%

Occupancy
97.8
%
 
100.0
%
 
(2.2) pts

Base rent per square foot
$
136

 
$
121

 
12.4%

Tenant sales per square foot
$
1,461

 
$
—

 
—

Shoppes at Four Seasons (3 )
 
 
 
 
 
Total mall revenues
$
47,841

 
$
35,726

 
33.9%

Mall gross leasable area (in square feet)
255,888

 
241,416

 
6.0%

Occupancy
96.2
%
 
89.9
%
 
6.3 pts

Base rent per square foot
$
354

 
$
155

 
128.4%

Tenant sales per square foot
$
5,593

 
$
4,661

 
20.0%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands (4)
 
 
 
 
 
Total mall revenues
$
78,780

 
$
72,548

 
8.6%

Mall gross leasable area (in square feet)
651,750

 
640,648

 
1.7%

Occupancy
89.5
%
 
86.7
%
 
2.8 pts

Base rent per square foot
$
220

 
$
219

 
0.5%

Tenant sales per square foot
$
1,497

 
$
1,552

 
(3.5)%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem (5)
 
 
 
 
 
Total mall revenues
$
1,455

 
$
1,286

 
13.1%

Mall gross leasable area (in square feet)
151,029

 
134,907

 
12.0%

Occupancy
94.3
%
 
75.9
%
 
18.4 pts

Base rent per square foot
$
25

 
$
22

 
13.6%

Tenant sales per square foot
$
410

 
$
—

 
—

__________________________
(1)
As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2014 and 2013, they are identical to the summary presented herein for the three months ended June 30, 2014 and 2013, respectively.
(2)
The first, second and third phases of the Shoppes at Cotai Central opened in April and September 2012, and June 2014, respectively. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.

55
Table of Contents

(3)
Beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.
(4)
Approximately 44,000 square feet of gross leasable area is currently undergoing new fit-out as part of an ongoing repositioning of the mall that will bring in several new key luxury tenants and is not considered occupied as of June 30, 2014, compared to approximately 56,000 square feet as of June 30, 2013.
(5)
Tenant sales per square foot for the six months ended June 30, 2013 , is excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.

Operating Expenses
The breakdown of operating expenses is as follows:
 
Six Months Ended June 30,
 
2014
 
2013
 
Percent
Change
 
(Dollars in thousands)
Casino
$
3,557,849

 
$
3,046,000

 
16.8
 %
Rooms
128,381

 
134,375

 
(4.5
)%
Food and beverage
195,997

 
186,025

 
5.4
 %
Mall
35,072

 
35,405

 
(0.9
)%
Convention, retail and other
165,132

 
158,943

 
3.9
 %
Provision for doubtful accounts
111,587

 
126,737

 
(12.0
)%
General and administrative
664,031

 
598,283

 
11.0
 %
Corporate
95,800

 
102,753

 
(6.8
)%
Pre-opening
20,441

 
7,868

 
159.8
 %
Development
5,909

 
11,353

 
(48.0
)%
Depreciation and amortization
525,063

 
503,605

 
4.3
 %
Amortization of leasehold interests in land
20,066

 
20,275

 
(1.0
)%
Loss on disposal of assets
4,121

 
6,694

 
(38.4
)%
Total operating expenses
$
5,529,449

 
$
4,938,316

 
12.0
 %
 
Operating expenses were $5.53 billion for the six months ended June 30, 2014 , an increase of $591.1 million compared to $4.94 billion for the six months ended June 30, 2013 . The increase in operating expenses was primarily due to an increase in casino expenses at our Macao operating properties.
Casino expenses increased $511.8 million compared to the six months ended June 30, 2013 . Of the increase, $392.1 million was due to the 39.0% gross win tax on increased casino revenues at our Macao operating properties, as well as $124.1 million in additional casino expenses at our Macao operating properties.
The provision for doubtful accounts was $111.6 million for the six months ended June 30, 2014 , compared to $126.7 million for the six months ended June 30, 2013 . The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $65.7 million compared to the six months ended June 30, 2013 . The increase was primarily due to a $36.9 million increase at our Macao operating properties and a $22.2 million increase at our Las Vegas Operating Properties.
Corporate expenses decreased $7.0 million compared to the six months ended June 30, 2013 , which was driven by a decrease in legal fees.
Pre-opening expenses were $20.4 million for the three months ended June 30, 2014 , compared to $7.9 million for the six months ended June 30, 2013 . Pre-opening expense represents personnel and other costs incurred prior to the

56
Table of Contents

opening of new ventures, which are expensed as incurred. Pre-opening expenses for the six months ended June 30, 2014, were primarily related to activities at The Parisian Macao. Pre-opening expenses for the six months ended June 30, 2013, were primarily related to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.
Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):
 
Six Months Ended June 30,
 
2014
 
2013
 
Percent
Change
 
(Dollars in thousands)
Macao:
 
 
 
 
 
The Venetian Macao
$
872,141

 
$
709,346

 
23.0
 %
Sands Cotai Central
514,179

 
277,668

 
85.2
 %
Four Seasons Macao
180,995

 
115,361

 
56.9
 %
Sands Macao
173,757

 
184,940

 
(6.0
)%
Other Asia
(1,882
)
 
(5,724
)
 
67.1
 %
 
1,739,190

 
1,281,591

 
35.7
 %
Marina Bay Sands
852,939

 
752,130

 
13.4
 %
United States:
 
 
 
 
 
Las Vegas Operating Properties
145,767

 
176,397

 
(17.4
)%
Sands Bethlehem
54,446

 
63,435

 
(14.2
)%
 
200,213

 
239,832

 
(16.5
)%
Total adjusted property EBITDA
$
2,792,342

 
$
2,273,553

 
22.8
 %
 
Adjusted property EBITDA at our Macao operations increased $457.6 million compared to the six months ended June 30, 2013 . As previously described, the increase was primarily due to a $1.01 billion increase in net revenues at our Macao operating properties, partially offset by a $392.1 million increase in gross win tax on increased casino revenues, as well as increases in the associated operating expenses. Additionally, during the six months ended June 30, 2014, a new bonus program for non-management employees in Macao was initiated, resulting in a $29.0 million expense being recorded during the period.
Adjusted property EBITDA at Marina Bay Sands increased $100.8 million compared to the six months ended June 30, 2013 . The increase was primarily due to a $105.8 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.
Adjusted property EBITDA at our Las Vegas Operating Properties decreased $30.6 million compared to the six months ended June 30, 2013 . The decrease was primarily due to a $22.5 million decrease in net revenues (excluding intersegment royalty revenue), driven by a decrease in casino revenues.
Adjusted property EBITDA at Sands Bethlehem decreased $9.0 million compared to the six months ended June 30, 2013 . The decrease was primarily due to a $6.4 million decrease in net revenues, driven by a decrease in casino revenues.

57
Table of Contents

Interest Expense
The following table summarizes information related to interest expense on long-term debt:
 
Six Months Ended June 30,
 
2014
 
2013
 
(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs)
$
136,370

 
$
131,989

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
7,594

 
7,580

Less — capitalized interest
(3,248
)
 
(2,361
)
Interest expense, net
$
140,716

 
$
137,208

Cash paid for interest
$
113,747

 
$
107,655

Weighted average total debt balance
$
10,095,750

 
$
9,942,247

Weighted average interest rate
2.7
%
 
2.7
%

Interest cost and interest expense remained relatively consistent compared to the six months ended June 30, 2013 , due to the comparable weighted average debt balances and weighted average interest rates.
Other Factors Effecting Earnings
Other expense was $2.5 million for the six months ended June 30, 2014 , compared to other income of $1.8 million for the six months ended June 30, 2013 . The amounts in both periods were primarily due to foreign exchange gains and losses.
The loss on modification or early retirement of debt was $18.0 million for the six months ended June 30, 2014 , and was related to the refinancing of our 2011 VML Credit Facility in March 2014 (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”).

Our effective income tax rate was 5.4% for the six months ended June 30, 2014 , compared to 7.0% for the six months ended June 30, 2013 . The effective income tax rate for the six months ended June 30, 2014 and 2013 , reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, which was extended in October 2013 through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.
The net income attributable to our noncontrolling interests was $402.0 million for the six months ended June 30, 2014 , compared to $273.9 million for the six months ended June 30, 2013 . These amounts are primarily related to the noncontrolling interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and Sands Bethlehem. Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, management fees and reimbursements for common area maintenance (“CAM”) and other expenditures.


58
Table of Contents

The following tables summarize the results of our mall operations for the three and six months ended June 30, 2014 and 2013 (in thousands):
 
Shoppes at
Venetian
 
Shoppes at
Four Seasons
 
Shoppes at
Cotai Central
 
The Shoppes 
at Marina Bay
Sands
 
The Outlets 
at Sands
Bethlehem (1)
 
Total
For the three months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (2)
$
31,488

 
$
20,603

 
$
6,375

 
$
30,225

 
$
349

 
$
89,040

Overage rents
3,744

 
2,343

 
2,281

 
3,109

 
475

 
11,952

CAM, levies and management fees
6,760

 
1,870

 
2,520

 
6,931

 
—

 
18,081

Total mall revenues
41,992

 
24,816

 
11,176

 
40,265

 
824

 
119,073

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
4,736

 
1,486

 
1,590

 
6,310

 
318

 
14,440

Management fees and other direct operating expenses
1,952

 
348

 
341

 
463

 
165

 
3,269

Mall operating expenses
6,688

 
1,834

 
1,931

 
6,773

 
483

 
17,709

Property taxes (3)
(2,602
)
 
—

 
—

 
1,762

 
303

 
(537
)
Provision for doubtful accounts
128

 
34

 
—

 
514

 
—

 
676

Mall-related expenses (4)
4,214

 
1,868

 
1,931

 
9,049

 
786

 
17,848

For the three months ended June 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (2)
$
24,493

 
$
16,789

 
$
5,743

 
$
24,742

 
$
267

 
$
72,034

Overage rents
6,572

 
6,833

 
1,110

 
2,919

 
430

 
17,864

CAM, levies and management fees
6,348

 
1,814

 
1,841

 
8,092

 
—

 
18,095

Total mall revenues
37,413

 
25,436

 
8,694

 
35,753

 
697

 
107,993

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
4,348

 
1,373

 
1,391

 
6,746

 
328

 
14,186

Management fees and other direct operating expenses
1,673

 
316

 
211

 
1,610

 
151

 
3,961

Mall operating expenses
6,021

 
1,689

 
1,602

 
8,356

 
479

 
18,147

Property taxes
—

 
—

 
—

 
1,790

 
267

 
2,057

Provision for (recovery of) doubtful accounts
(395
)
 
35

 
(140
)
 
(24
)
 
—

 
(524
)
Mall-related expenses (4)
5,626

 
1,724

 
1,462

 
10,122

 
746

 
19,680


59
Table of Contents

 
Shoppes at
Venetian
 
Shoppes at
Four Seasons
 
Shoppes at
Cotai Central
 
The Shoppes 
at Marina Bay
Sands
 
The Outlets 
at Sands
Bethlehem (1)
 
Total
For the six months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (2)
$
62,788

 
$
40,382

 
$
12,309

 
$
59,250

 
$
739

 
$
175,468

Overage rents
4,085

 
3,838

 
2,653

 
5,596

 
716

 
16,888

CAM, levies and management fees
13,259

 
3,621

 
4,934

 
13,934

 
—

 
35,748

Total mall revenues
80,132

 
47,841

 
19,896

 
78,780

 
1,455

 
228,104

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
8,704

 
2,717

 
2,970

 
12,272

 
632

 
27,295

Management fees and other direct operating expenses
3,810

 
802

 
674

 
2,212

 
279

 
7,777

Mall operating expenses
12,514

 
3,519

 
3,644

 
14,484

 
911

 
35,072

Property taxes (3)
(1,488
)
 
—

 
—

 
3,519

 
574

 
2,605

Provision for (recovery of) doubtful accounts
267

 
112

 
(21
)
 
772

 
—

 
1,130

Mall-related expenses (4)
11,293

 
3,631

 
3,623

 
18,775

 
1,485

 
38,807

For the six months ended June 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents (2)
$
48,098

 
$
24,334

 
$
11,521

 
$
51,240

 
$
536

 
$
135,729

Overage rents
7,247

 
7,821

 
1,428

 
5,412

 
750

 
22,658

CAM, levies and management fees
11,925

 
3,571

 
3,675

 
15,896

 
—

 
35,067

Total mall revenues
67,270

 
35,726

 
16,624

 
72,548

 
1,286

 
193,454

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
7,865

 
2,552

 
2,711

 
13,276

 
597

 
27,001

Management fees and other direct operating expenses
3,508

 
743

 
546

 
3,346

 
261

 
8,404

Mall operating expenses
11,373

 
3,295

 
3,257

 
16,622

 
858

 
35,405

Property taxes
—

 
—

 
—

 
3,600

 
530

 
4,130

Provision for (recovery of) doubtful accounts
(419
)
 
155

 
(122
)
 
(3
)
 
—

 
(389
)
Mall-related expenses(4)
10,954

 
3,450

 
3,135

 
20,219

 
1,388

 
39,146

____________________
(1)
Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
(2)
Minimum rents include base rents and straight-line adjustments of base rents.
(3)
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao. In May 2014, the Company received an additional six-year property tax exemption for The Venetian Macao. As a result, the Company reversed $2.6 million of previously recognized property taxes during the three months ended June 30, 2014.
(4)
Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

60
Table of Contents

In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
Development Projects
Macao
We submitted plans to the Macao government for The Parisian Macao, 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 our gaming subconcession), a hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. We expect the cost to design, develop and construct The Parisian Macao to be approximately $2.7 billion, inclusive of payments made for the land premium. We commenced construction activities, but stopped in June 2014, pending receipt of certain government approvals, which management has been informed are scheduled to issue in October 2014. In the meantime, we are working to accelerate the permit approval process and, as with projects of this nature, will continue to analyze options for both a full and phased opening of the facility in 2015. We have capitalized costs of $565.9 million , including the land premium (net of amortization) and $48.5 million in outstanding construction payables, as of June 30, 2014 . In addition, we will be completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macao government.
As of June 30, 2014 , we have capitalized an aggregate of $9.34 billion in construction costs and land premiums (net of amortization) for our Cotai Strip developments, which include The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations.
Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. We have received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6, including the sites on which The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao are located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.
Under our land concession for The Parisian Macao, we are required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement, which was extended by the Macao government in April 2014, that the development be completed by December 2016. Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, we would expect to apply for another extension from the Macao government. If we are unable to meet the current deadlines and the deadlines for either development are not extended, we could lose our land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge for all or some portion of the $565.9 million or $4.28 billion in capitalized construction costs and land premiums (net of amortization), as of June 30, 2014 , related to The Parisian Macao and Sands Cotai Central, respectively.
United States
We were 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. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We intend to recommence construction when demand and conditions improve. As of June 30, 2014 , we have capitalized construction costs of $178.6 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 decides to abandon the project, we could record a charge for some portion of the $178.6 million in capitalized construction costs as of June 30, 2014 .

61
Table of Contents

Other
We continue to aggressively pursue new development opportunities globally.
Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
 
Six Months Ended June 30,
 
2014
 
2013
 
(In thousands)
Net cash generated from operating activities
$
2,390,844

 
$
2,024,207

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
559

 
(532
)
Capital expenditures
(526,838
)
 
(394,015
)
Proceeds from disposal of property and equipment
1,106

 
1,716

Aquisition of intangible assets
—

 
(45,857
)
Net cash used in investing activities
(525,173
)
 
(438,688
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
45,118

 
22,835

Excess tax benefits from stock-based compensation
2,755

 
3,107

Repurchase of common stock
(1,139,415
)
 
—

Dividends paid
(1,585,655
)
 
(988,898
)
Distributions to noncontrolling interests
(4,731
)
 
(4,713
)
Proceeds from long-term debt
1,857,725

 
80,496

Repayments on long-term debt
(1,296,058
)
 
(688,431
)
Payments of deferred financing costs
(57,244
)
 
—

Net cash used in financing activities
(2,177,505
)
 
(1,575,604
)
Effect of exchange rate on cash
4,147

 
(8,540
)
Increase (decrease) in cash and cash equivalents
$
(307,687
)
 
$
1,375

Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis. Slot machine play is primarily conducted on a cash basis. The retail hotel rooms business is generally conducted on a cash basis, the group hotel rooms business is conducted on a cash and credit basis, and banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the six months ended June 30, 2014 , increased $366.6 million compared to the six months ended June 30, 2013 . The increase was primarily attributable to the increase in operating cash flows generated from our Macao operations.
Cash Flows — Investing Activities
Capital expenditures for the six months ended June 30, 2014 , totaled $526.8 million, including $431.2 million for construction and development activities in Macao, which consisted primarily of $192.6 million for The Parisian Macao and $156.7 million for Sands Cotai Central; $40.3 million at our Las Vegas Operating Properties; $30.7 million in Singapore; and $24.6 million for corporate and other activities.
Cash Flows — Financing Activities
Net cash flows used in financing activities were $2.18 billion for the six months ended June 30, 2014 , which was primarily attributable to $1.59 billion in dividend payments and $1.14 billion in common stock repurchases, partially offset by net proceeds of $578.0 million from our 2013 U.S. Revolving Facility.

62
Table of Contents

As of June 30, 2014 , we had $1.65 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit.
Capital Financing Overview
Through June 30, 2014 , we have funded our development projects primarily through borrowings under our U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.
Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility, which was amended in December 2013, requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain 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 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our 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. Our Macao credit facility, which was amended in March 2014 (See “Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements —Note 3 — Long-term Debt — 2011 VML Credit Facility"), also requires our Macao operations to comply with similar financial covenants commencing with the quarterly period ending June 30, 2014, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ending June 30, 2014 through September 30, 2015, decreases to 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. Our 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 3.5x for the quarterly periods ending June 30 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of June 30, 2014 , our U.S., Macao and Singapore leverage ratios were 1.2x, 1.0x and 2.6x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.5x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our 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 we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $3.29 billion and restricted cash and cash equivalents of approximately $6.3 million as of June 30, 2014 , of which approximately $2.68 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $2.68 billion, approximately $2.20 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of our credit facilities. We may elect to arrange additional financing to fund the balance of our Cotai Strip developments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.
In March 2014, we amended our 2011 VML Credit Facility, which extended the maturity to March 31, 2020, and provided for revolving loan commitments of $2.0 billion, which is being used to fund the development, construction and completion of Sands Cotai Central and The Parisian Macao, and for working capital requirements and general corporate purposes (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”). During the six months ended June 30, 2014, we had net borrowings of $578.0 million under our 2013 U.S. Revolving Facility. Subsequent to June 30, 2014, we paid down $748.0 million of the 2013 U.S. Revolving Facility.

63
Table of Contents

On February 26, 2014, SCL paid a dividend of 0.87 Hong Kong dollars (“HKD”) per share and a special dividend of HKD 0.77 per share, and, on June 30, 2014, paid a dividend of HKD 0.86 per share to SCL shareholders (a total of $2.60 billion , of which we retained $1.82 billion during the six months ended June 30, 2014). On March 31 and June 30, 2014, we paid a dividend of $0.50 per common share as part of a regular cash dividend program. During the six months ended June 30, 2014 , we recorded $809.1 million as a distribution against retained earnings (of which $431.7 million related to our Principal Stockholder’s family and the remaining $377.4 million related to all other shareholders). In July 2014, our Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $403 million ) to be paid on September 30, 2014, to shareholders of record on September 22, 2014. We expect this level of dividend to continue quarterly through the remainder of 2014.
In June 2013, our Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of our common stock are made at our 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 our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the six months ended June 30, 2014 , we repurchased 14,203,078 shares of our common stock for $1.13 billion (including commissions) under this program. All share repurchases of our common stock have been recorded as treasury shares.

Aggregate Indebtedness and Other Known Contractual Obligations
As of June 30, 2014 , there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, 2013 , with the exception of the amendment of our 2011 VML Credit Facility (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”) and net borrowings of $578.0 million under our 2013 U.S. Revolving Facility (which matures in December 2018 with no interim amortization).
Restrictions on Distributions
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.
Inflation
We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past year.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

64
Table of Contents

•
general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;
•
our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness;
•
disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;
•
the extensive regulations to which we are subject to and the costs of compliance with such regulations;
•
increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;
•
our ability to meet certain development deadlines;
•
the uncertainty of tourist behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Pennsylvania;
•
regulatory policies in mainland China or other countries in which our customers reside, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
•
our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;
•
our relationship with GGP or any successor owner of the Grand Canal Shoppes;
•
new developments, construction and ventures, including our Cotai Strip developments;
•
the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;
•
our insurance coverage, including the risk that we have not obtained sufficient coverage or will only be able to obtain additional coverage at significantly increased rates;
•
disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;
•
our ability to collect gaming receivables from our credit players;
•
our dependence on chance and theoretical win rates;
•
fraud and cheating;
•
our ability to establish and protect our IP rights;
•
conflicts of interest that arise because certain of our directors and officers are also directors of SCL;
•
government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
•
increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;
•
the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;
•
new taxes, changes to existing tax rates or proposed changes in tax legislation;
•
our ability to maintain our gaming licenses, certificate and subconcession;
•
the continued services of our key management and personnel;
•
any potential conflict between the interests of our Principal Stockholder and us;
•
the ability of our subsidiaries to make distribution payments to us;

65
Table of Contents

•
our failure to maintain the integrity of our customer or company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;
•
the completion of infrastructure projects in Macao; and
•
the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt, which we attempt to manage through the use of interest rate cap agreements. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.
To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.
The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on June 30, 2014 , LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the twelve months ending June 30 :
 
2015
 
2016
 
2017
 
2018
 
2019
 
Thereafter
 
Total
 
Fair 
Value (1)
 
(Dollars in millions)
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate
$
431.2

 
$
836.3

 
$
1,208.2

 
$
1,720.4

 
$
1,835.7

 
$
4,332.5

 
$
10,364.3

 
$
10,158.4

Average interest rate (2)
1.9
%
 
1.9
%
 
1.9
%
 
1.8
%
 
1.7
%
 
2.4
%
 
2.1
%
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cap agreements (3)
$
—

 
$
0.1

 
$
—

 
$
—

 
$
—

 
$
—

 
$
0.1

 
$
0.1


_______________________________________
(1)
The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).
(2)
Based upon contractual interest rates for current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable rate debt levels as of June 30, 2014 , an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $91.5 million.
(3)
As of June 30, 2014 , we had 15 interest rate cap agreements with an aggregate fair value of approximately $0.1 million based on quoted market values from the institutions holding the agreements.

Borrowings under the U.S. credit facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. The revolving facility and term loan bear interest at the alternative

66
Table of Contents

base rate plus 0.5% per annum and 1.5% per annum, respectively, or at the adjusted Eurodollar rate (term loan is subject to a Eurodollar floor of 0.75%) plus 1.5% per annum and 2.5% per annum, respectively. Borrowings under the 2011 VML Credit Facility, as amended, bear interest at either the adjusted Eurodollar rate or HIBOR rate or an alternative base rate, as applicable, plus a spread that ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. The credit spread is based on a specified consolidated leverage ratio. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum, which spread is subject to a reduction based on a ratio of debt to Adjusted EBITDA. Borrowings under the airplane financings bear interest at LIBOR plus approximately 1.5% per annum.
Foreign currency transaction losses for the six months ended June 30, 2014 , were $2.7 million. We may be vulnerable to changes in the U.S. dollar/pataca exchange rate. Based on balances as of June 30, 2014 , an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $13.7 million. We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.
See also “Liquidity and Capital Resources.”
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Accounting Officer (Principal Financial Officer) have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of June 30, 2014 , and have concluded that they are effective at the reasonable assurance level.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had, or was reasonably likely to have, a material effect on the Company’s internal control over financial reporting.

67
Table of Contents

PART II OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 , and “Part I — Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
The only change from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 is set forth below.
The smoking control legislation in Macao could have an adverse effect on our business, financial condition, results of operations or cash flows.
Recently, the Macao government approved smoking control legislation, which prohibits smoking in casinos starting on October 6, 2014. The legislation, however, permits casinos to maintain designated smoking areas of up to 50% of the areas opened to the public, so long as such areas are within restricted access areas and comply with the conditions set out in the Dispatch of the Chief Executive, dated November 1, 2012, as amended by the Dispatch of the Chief Executive, dated June 3, 2014. The implementation of such legislation may deter potential gaming customers who are smokers from frequenting casinos in jurisdictions with smoking bans such as Macao. Such laws and regulations could change or could be interpreted differently in the future. We cannot predict the future likelihood or outcome of similar legislation or referendums in other jurisdictions where we operate or the magnitude of any decrease in revenues as a result of such regulations, though any smoking ban could have an adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about share repurchases made by the Company of its common stock during the quarter ended June 30, 2014 :
Period
Total
Number of
Shares
Purchased
 
Weighted
Average
Price Paid
per Share (1)
 
Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in thousands) (2)
April 1, 2014 — April 30, 2014
2,262,339

 
$
77.35

 
2,262,339

 
$
444,449

May 1, 2014 — May 31, 2014
991,142

 
$
75.67

 
991,142

 
$
369,434

June 1, 2014 — June 30, 2014
926,244

 
$
75.56

 
926,244

 
$
299,435

__________________________
(1)
Calculated excluding commissions.
(2)
On June 5, 2013, the Company announced a stock repurchase program pursuant to which the Company has been authorized to repurchase up to $2.0 billion of its outstanding common stock. As of June 30, 2014 , approximately $299.4 million of shares remained available for repurchase. The stock repurchase program will expire on June 5, 2015. All repurchases under the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal securities laws. All share repurchases of the Company’s common stock have been recorded as treasury shares.


68
Table of Contents

ITEM 6 — EXHIBITS
List of Exhibits
 
Exhibit No.
 
Description of Document
10.1
 
Las Vegas Sands Corp. 2004 Equity Award Plan.
10.2
 
Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan.
10.3
 
Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan.
10.4
 
Form of Director Restricted Stock Units Award Agreement under the Company’s 2004 Equity Award Plan.
10.5
 
Form of Director Restricted Stock Units Award Agreement (with deferred settlement) under the 2004 Equity Award Plan.
10.6
 
Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan.
31.1
 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Principal Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

69
Table of Contents

LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
LAS VEGAS SANDS CORP.
 
 
 
 
August 7, 2014
By:
 
/s/ Sheldon G. Adelson
 
 
 
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer
 
 
 
 
August 7, 2014
By:
 
/s/ Michael A. Quartieri
 
 
 
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)

70
EXHIBIT 10.1
 
As of June 4, 2014
 
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
(Amended and Restated)
 
1.           Purpose
 
The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest between stockholders and these persons.
 
So that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and Performance Compensation Awards, or any combination of the foregoing.
 
2.           Definitions
 
The following definitions shall be applicable throughout the Plan.
 
(a)           “ Affiliate ” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company and (ii) to the extent provided by the Committee, any entity in which the Company has a significant equity interest.
 
(b)           “ Award ” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus or Performance Compensation Award granted under the Plan.
 
(c)           “ Board ” means the Board of Directors of the Company.
 
(d)           “ Cause ” means the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by the Committee that the Participant has ceased to perform his duties to the Company, or an Affiliate (other than as a result of his incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, (ii) the Committee’s determination that the Participant has engaged or is about to engage in conduct materially injurious to the Company or an Affiliate, (iii) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty,
 
 
 
 
 
 
(iv) the failure of the Participant to follow the lawful instructions of the Board or his direct superiors or (v) in the case of a Participant who is a non-employee director, the Participant ceasing to be a member of the Board in connection with the Participant engaging in any of the activities described in clauses (i) through (iv) above.
 
(e)           “ Change in Control ” shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:
 
(i)             the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common  Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “ Outstanding Company Common Stock ”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided , however , that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control:  (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition by Sheldon G. Adelson (“ Adelson ”) or any  Related Party or any group of which Adelson or a Related Party is a member (a “ Designated Holder ”), (IV) any acquisition which complies with clauses (A) and (B) of subsection (v) of this Section 2(e), or (V) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);
 
(ii)            individuals who, on the date hereof, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of a registration statement of the Company describing such person’s inclusion on the Board, or a proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
 
 
 
2
 
 
(iii)            the dissolution or liquidation of the Company;
 
(iv)            the sale, transfer or other disposition of all or substantially all of the business or assets of the Company, other than any such sale, transfer or other disposition to one or more Designated Holders; or
 
(v)            the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “ Business Combination ”), unless immediately following such Business Combination:  (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “ Surviving Company ”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “ Parent Company ”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination, and (B) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination.
 
(f)           “ Code ” means the Internal Revenue Code of 1986, as amended.  Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.
 
(g)           “ Committee ” means (i) a committee of at least two people as the Board may appoint to administer the Plan or (ii) (x) if no such committee has been appointed by the Board or (y) even if such a committee has been appointed, with respect to the grant of an Award to a Non-Employee Director and the administration of such Award, the Board.  Unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.
 
 
 
3
 
 
(h)           “ Common Stock ” means the common stock, par value $0.001 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged.
 
(i)           “ Company ” means Las Vegas Sands Corp., a Nevada corporation,   and   any successor thereto.
 
(j)           “ Date of Grant ” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award agreement.
 
(k)           “ Director Stock Option ” means a grant of a Nonqualified Stock Option to a Non-Employee Director under Section 7 of the Plan.
 
(l)           “ Director Restricted Stock ” means a grant of Restricted Stock to a Non-Employee Director under Section 10 of the Plan.
 
(m)           “ Disability ” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced, as determined by the Committee based upon medical evidence acceptable to it.
 
(n)           “ Effective Date ” means December 15, 2004.
 
(o)           “ Eligible Director ” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided , however , that clause (ii) shall apply only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.
 
(p)           “ Eligible Person ” means any (i) individual regularly employed by the Company or Affiliate who satisfies all of the requirements of Section 6; provided , however , that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or an Affiliate who may be offered securities pursuant to a Registration Statement on Form S-8 under the Securities Act or any successor form that may be adopted by the Securities and Exchange Commission.
 
 
 
4
 
 
(q)           “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
(r)           “ Fair Market Value ”, on a given date means (i) if the Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value on such date based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.
 
(s)           “ Incentive Stock Option ” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein.
 
(t)           “ Mature Shares ” means shares of Stock owned by a Participant which are not subject to any pledge or other security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Option Price or satisfy a withholding obligation in respect of an Option.
 
(u)           “ Negative Discretion ” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award in accordance with Section 11(d)(iv) of the Plan; provided , that the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.
 
(v)          “ Nevada Gaming Laws ” means the statutes of the State of Nevada, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board.
 
(w)         “ Non-Employee Director ” shall mean a director of the Company who is not also an employee of the Company.
 
(x)           “ Nonqualified Stock Option ” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option.
 
 
 
5
 
 
(y)          “ Option ” means an Award granted under Section 7.
 
(z)           “ Option Period ” means the period described in Section 7(c).
 
(aa)        “ Option Price ” means the exercise price for an Option as described in Section 7(a).
 
(bb)        “ Participant ” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6.
 
(cc)        “ Parent ” means any parent of the Company as defined in Section 424(e) of the Code.
 
(dd)        “ Performance Compensation Award ” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.
 
(ee)        “ Performance Criteria ” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.  The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division or operational unit of the Company) and shall be limited to the following:
 
(i)            net earnings or net income (before or after taxes);
 
(ii)           basic or diluted earnings per share (before or after taxes);
 
(iii)          net revenue or net revenue growth;
 
(iv)          gross profit or gross profit growth;
 
(v)           net operating profit (before or after taxes);
 
(vi)          return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
 
(vii)         cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
 
(viii)        earnings before or after taxes, interest, depreciation, amortization and/or rents;
 
(ix)          gross or operating margins;
 
(x)           productivity ratios;
 
 
 
6
 
 
(xi)          share price (including, but not limited to, growth measures and total stockholder return);
 
(xii)         expense targets;
 
(xiii)        margins;
 
(xiv)        operating efficiency;
 
(xv)         objective measures of customer satisfaction;
 
(xvi)        working capital targets;
 
(xvii)       measures of economic value added; and
 
(xviii)      inventory control.
 
Any one or more of the Performance Criterion may be used to measure the performance of the Company and/or an Affiliate as a whole or any business unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Criterion (xi) above as compared to various stock market indices.  The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph.  To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.  In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.
 
(ff)           “ Performance Formula ” shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.
 
(gg)           “ Performance Goals ” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.  The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but only to the extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to
 
 
 
7
 
 
qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the following events:
 
(i)            asset write-downs,
 
(ii)           litigation or claim judgments or settlements,
 
(iii)          the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,
 
(iv)          any reorganization and restructuring programs,
 
(v)           extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year,
 
(vi)          acquisitions or divestitures,
 
(vii)         any other unusual or nonrecurring events,
 
(viii)        foreign exchange gains and losses, and
 
(ix)           a change in the Company’s fiscal year.
 
(hh)           “ Performance Period ” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award.
 
(ii)           “ Plan ” means this Las Vegas Sands Corp.   2004 Equity Award Plan.
 
(jj)            Related Party means (i) any spouse, child, stepchild, sibling or descendant of Adelson, (ii) any estate of Adelson or any person described in clause (i), (iii) any person who receives a beneficial interest in the Company or any Subsidiary from any estate described in clause (ii) to the extent of such interest, (iv) any executor, personal administrator or trustee who hold such beneficial interest in the Company or any Subsidiary for the benefit of, or as fiduciary for, any person under clauses (i), (ii) or (iii) to the extent of such interest, (v) any corporation, trust or similar entity owned or controlled by Adelson or any person referred to in clause (i), (ii), (iii) or (iv) or for the benefit of any person referred to in clause (i), or (vi) the spouse or issue of one or more of the persons described in clause (i).
 
 
 
8
 
 
(kk)           “ Restricted Period ” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time determined by the Committee during which such Award is subject to the restrictions set forth in Section 9 or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
 
(ll)             “ Restricted Stock Unit ” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under Section 9.
 
(mm)         “ Restricted Stock ” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9.
 
(nn)           “ Securities Act ” means the Securities Act of 1933, as amended.
 
(oo)           “ Stock ” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.
 
(pp)           “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Section 8 of the Plan.
 
(qq)           “ Stock Bonus ” means an Award granted under Section 10 of the Plan.
 
(rr)            “ Stock Option Agreement ” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties thereto.
 
(ss)           “ Strike Price ” means, (i) in the case of a SAR granted in tandem with an Option, the Option Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
 
(tt)           “ Subsidiary ” means any subsidiary of the Company as defined in Section 424(f) of the Code.
 
(uu)           “ Vested Unit ” shall have the meaning ascribed thereto in Section 9(d).
 
3.           Effective Date, Duration and Shareholder Approval
 
The Plan is effective as of the Effective Date.  No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided , that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such
 
 
 
9
 
 
approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.
 
The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided , however , that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled.
 
4.           Administration
 
(a)           The Committee shall administer the Plan.  The majority of the members of the Committee shall constitute a quorum.  The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.
 
(b)           Subject to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers and authorizations conferred on the Committee by the Plan, to:  (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock, other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations; (ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
 
(c)           Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan  shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder.
 
(d)           No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.
 
 
 
10
 
 
(e)           Subject to the provisions of the Plan and applicable law, the Committee may delegate to the Chief Executive Officer acting together with either the President or the Executive Vice President of the Company the authority to grant Awards under the Plan to any Eligible Person (other than a Non-Employee Director or an officer of the Company or its Subsidiaries who is subject to the provisions of Section 16 of the Exchange Act), provided that such grants are consistent with guidelines established by the Committee from time to time.
 
5.           Grant of Awards; Shares Subject to the Plan
 
Subject to Section 4, the Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and/or Performance Compensation Awards to one or more Eligible Persons; provided , however , that:
 
(a)           Subject to Section 13, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan is 26,344,000   shares;
 
(b)           Shares of Stock shall be deemed to have been used in settlement of Awards whether they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash; provided , however , that shares of Stock delivered (either directly or by means of attestation) in full or partial payment of the Option Price in accordance with Section 7(b) shall be deducted from the number of shares of Stock delivered to the Participant pursuant to such Option for purposes of determining the number of shares of Stock acquired pursuant to the Plan.  In accordance with (and without limitation upon) the preceding sentence, if and to the extent an Award under the Plan expires, terminates or is canceled for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again become available for future Awards under the Plan.  For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit” (i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(e) by reason of a new Award being granted in substitution therefor.
 
(c)           Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company, Stock purchased on the open market or by private purchase, or a combination of the foregoing;
 
(d)           Subject to Section 13, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 3,000,000 shares of Stock; and
 
(e)           Without limiting the generality of the preceding provisions of this Section 5, the Committee may, but solely with the Participant’s consent, agree to cancel any Award under the Plan and issue a new Award in substitution therefor upon such terms as the Committee may in its sole discretion determine, provided that the substituted Award satisfies all applicable Plan requirements and the requirements of any
 
 
 
 
11
 
 
stock exchange and stock quotation system on or over which the Stock is listed or traded, as applicable, as of the date such new Award is granted.
 
6.           Eligibility
 
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.
 
7.           Options
 
The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided , however , that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent or Subsidiary.  Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as may be reflected in the applicable Stock Option Agreement.
 
(a)            Option Price.   The exercise price (“ Option Price ”) per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than (i) in the case of an Incentive Stock Option, and subject to Section 7(e), the Fair Market Value of a share of Stock on the Date of Grant, and (ii) in the case of a Nonqualified Stock Option, the par value of a share of Stock; provided , however , that (A) all Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code (other than those intended to be Performance Compensation Awards) and (B) Director Stock Options shall have an Option Price per share of Stock no less than the Fair Market Value of a share of Stock on the Date of Grant.
 
(b)            Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price therefor is received by the Company.  Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price.  The Option Price shall be payable (i) in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided , that such shares of Stock are Mature Shares, (ii) in the discretion of the Committee, either (A) in other property having a fair market value on the date of exercise equal to the Option Price or (B) by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of loan proceeds, or proceeds from the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iii) by such other method as the Committee may allow.  Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) or (iii) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange
 
 
 
12
 
 
Commission or the applicable rules and regulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or traded.
 
(c)            Vesting, Option Period and Expiration.   Options, other than Director Stock Options, shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ Option Period ”); provided , however , that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.  If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.
 
(d)            Stock Option Agreement - Other Terms and Conditions.   Each Option granted under the Plan shall be evidenced by a Stock Option Agreement.  Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the following terms and conditions:
 
(i)            Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.
 
(ii)           No shares of Stock shall be delivered pursuant to any exercise of an Option until the Company has received full payment of the Option Price therefor. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when the Option expires.
 
(iii)          Subject to Section 12(k), Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.
 
(iv)          Each Option (other than Director Stock Options) shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.
 
(v)           At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws.  Upon such a request by the Committee, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any
 
 
 
 
13
 
 
shares.  In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.
 
(vi)           Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option.  A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option.  The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Stock.
 
(vii)           An Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of the Participant’s employment with the Company, to exercise the Option as to any part or all of the shares of Stock subject to the Option prior to the full vesting of the Option.  Any unvested shares of Stock so purchased may be subject to a share repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.  The Company shall not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically provides in an Stock Option Agreement.
 
(e)            Incentive Stock Option Grants to 10% Stockholders.   Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or of a Subsidiary or Parent, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.
 
(f)            $100,000 Per Year Limitation for Incentive Stock Options.   To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.
 
 
 
14
 
 
(g)            Director Stock Options .
 
(i)            Notwithstanding any of this Section 7 to the contrary:
 
 
(A)
On the effective date of the initial public offering of the Common Stock, each Non-Employee Director shall be automatically granted without further action by the Committee a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate grant date value (based on the Black-Scholes option valuation model) of $100,000; and
 
 
(B)
On the date any person first becomes a Non-Employee Director following the effective date of the initial public offering of the Common Stock, such person shall be automatically granted without further action by the Committee a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate grant date value (based on the Black-Scholes option valuation model) of $100,000.
 
(ii)           All Options granted to Non-Employee Directors pursuant to Section 7(h)(i) shall hereinafter be referred to as “ Director Stock Options ” and shall be subject to the following conditions:
 
 
(A)
Option Price.   All Directors Stock Options shall have an Option Price per share equal to the Fair Market Value of a share of Stock on the Date of Grant.
 
 
(B)
Vesting.   All Director Stock Options shall vest and become exercisable over a period of five years at the rate of 20% on each of the five consecutive anniversaries of the applicable Date of Grant, provided the Non-Employee Director’s services as a director continues through each such anniversary.
 
 
(C)
Term .  The term of each Director Stock Option (the “ Director Option Term ”), after which each such Director Stock Option shall expire, shall be ten years from the Date of Grant.
 
 
(D)
Expiration .  If prior to the expiration of the Director Option Term of a Director Stock Option a Non-Employee Director shall cease to be a member of the Board, the Director Stock Option shall expire on the earlier of the expiration of the Director Option Term or (i) one year after
 
 
 
15
 
 
such cessation on account of the death of the Non-Employee Director or (ii) three months after the date of such cessation for any other reason.  In the event a Non-Employee Director ceases to be a member of the Board for any reason, any unexpired Director Stock Option shall thereafter be exercisable until its expiration only to the extent that such Option was exercisable at the time of such cessation, except in the case of a cessation on account of the death of the Non-Employee Director, in which case such Option shall be fully exercisable.
 
 
(E)
Director Stock Option Agreement .  Each Director Stock Option shall be evidenced by a Director Stock Option Agreement, which shall contain such additional provisions as may be determined by the Board.
 
8.           Stock Appreciation Rights
 
Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment.  The Committee also may award SARs to Eligible Persons independent of any Option.  A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:
 
(a)            Vesting, Transferability and Expiration .  A   SAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option.  A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award agreement.
 
(b)            Automatic exercise.   If on the last day of the Option Period (or in the case of a SAR independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
 
(c)            Payment.   Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price.  The Company shall pay such excess in cash, in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee.  Fractional shares shall be settled in cash.
 
 
 
16
 
 
(d)            Method of Exercise.   A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded.
 
(e)            Expiration.   Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date designated by the Committee which is not later than ten years after the Date of Grant of the SAR.
 
9.           Restricted Stock and Restricted Stock Units
 
(a)            Award of Restricted Stock and Restricted Stock Units.
 
(i)           The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including the Restricted Period, as applicable, which may differ with respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the number of shares or units to be covered by each grant.
 
(ii)           Each Participant granted Restricted Stock shall execute and deliver to the Company an Award agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock.  If the Committee determines that the Restricted Stock shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee and (B) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreement.  If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock powers, the Award shall be null and void.  Subject to the restrictions set forth in Section 9(b), the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock.  At the discretion of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee.  The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.
 
 
 
17
 
 
(iii)           Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee.  If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it, registered in the name of the Participant.
 
(iv)           The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award agreement.  No shares of Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award.  At the discretion of the Committee, each Restricted Stock Unit (representing one share of Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“ Dividend Equivalents ”).  At the discretion of the Committee, Dividend Equivalents may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee.  Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividends Equivalents.
 
(b)            Restrictions.
 
(i)           Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(d) and the applicable Award agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder shall terminate without further obligation on the part of the Company.
 
(ii)           Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award agreement.
 
(iii)           The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may
 
 
 
18
 
 
determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.
 
(c)            Restricted Period.   The Restricted Period of Restricted Stock and Restricted Stock Units shall commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee in the applicable Award agreement.
 
(d)            Delivery of Restricted Stock and Settlement of Restricted Stock Units .  Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 9(b) and the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement.  If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.
 
Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 9(a)(iv) hereof and the interest thereon, if any; provided , however , that, if explicitly provided in the applicable Award agreement, the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period.  If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.
 
(e)            Stock Restrictions.   Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company deems appropriate:
 
Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Purchase and Award Agreement, dated as of _____________, between Las Vegas Sands Corp. and __________________.  A copy of such Plan and Agreement is on file at the offices of Las Vegas Sands Corp.
 
 
 
 
19
 
 
Stop transfer orders shall be entered with the Company’s transfer agent and registrar against the transfer of legended securities.
 
(f)            Director Restricted Stock.   Notwithstanding any of this Section 9 to the contrary, on the date of each of the Company’s annual meetings of stockholders following the initial public offering of the Common Stock, each Non-Employee Director shall be automatically granted, without further action by the Committee, shares of Restricted Stock having an aggregate Fair Market Value on the Date of Grant equal to the annual cash retainer payable to the Non-Employee Director in respect of the year commencing on the date of such annual meeting.  All such shares of Restricted Stock granted to Non-Employee Directors shall hereinafter be referred to as “Director Restricted Stock” and shall contain the following provisions:
 
(i)             Restricted Period .  The Restricted Period in respect of Director Restricted Stock shall expire on the earlier to occur of (x) the one year anniversary of the applicable Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the applicable Date of Grant occurs; provided , that the Non-Employee Director continues to serve as a member of the Board through such expiration of the Restricted Period or, if earlier, the date of the Non-Employee Director’s death; provided , further , that Director Restricted Stock as to which the Restricted Period has expired may not be sold or, other than as allowed under Section 12(k), transferred by a Non-Employee Director while a member of the Board; provided, however, that a Non-Employee Director shall be permitted to sell that number of vested shares of Restricted Stock having an aggregate Fair Market Value equal to the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such shares of Restricted Stock.
 
(ii)            Forfeiture.   Except as provided in subsection (i) of this Section 9(f), if a Non-Employee Director shall cease to be a member of the Board for any reason prior to the expiration of the Restricted Period as to any Director Restricted Stock, such Director Restricted Stock shall be forfeited in its entirety.
 
(iii)           Director Restricted Stock Agreement .  Each Award of Director Restricted Stock shall be evidenced by a Director Restricted Stock Agreement, which shall contain such additional provisions as may be determined by the Board.
 
(iv)          Non-Employee Director Election.   Each Non-Employee Director may elect, in accordance with procedures established by the Committee, to receive a grant of Restricted Stock Units in lieu of each automatic annual award of shares of Director Restricted Stock, any such grant of Restricted Stock Units to have the same Fair Market Value, Restricted Period and other terms as the applicable grant of Director Restricted Stock.  Notwithstanding the foregoing, any Non-Employee Director who elects to receive Restricted Stock Units may elect the settlement date for the Restricted Stock Units, provided that the settlement
 
 
 
 
20
 
 
date for such Restricted Stock Units shall not be earlier than the date on which the Restricted Period lapses.
 
10.           Stock Bonus Awards
 
The Committee may issue unrestricted Stock, or other Awards denominated in Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine.  A Stock Bonus Award under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.
 
11.           Performance Compensation Awards
 
(a)            General .  The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 (other than Options and Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Stock on the date of grant), to designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code.
 
(b)            Eligibility .  The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period.  However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period.  The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11.  Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.
 
(c)            Discretion of Committee with Respect to Performance Compensation Awards .  With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply to the Company and the Performance Formula.  Within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period,
 
 
 
 
21
 
 
exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.
 
(d)            Payment of Performance Compensation Awards
 
(i)            Condition to Receipt of Payment .  Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
 
(ii)            Limitation .  A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.
 
(iii)            Certification .  Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula.  The Committee shall then determine the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 11(d)(iv) hereof, if and when it deems appropriate.
 
(iv)            Use of Discretion .   In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.  The Committee shall not have the discretion to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase a Performance Compensation Award above the maximum amount payable under Sections 4(a) or 11(d)(vi) of the Plan.
 
(v)            Timing of Award Payments . Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11.
 
(vi)            Maximum Award Payable .  Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is 3,000,000 shares of Stock or, in the event the Performance Compensation Award
 
 
 
22
 
 
is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee.  Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Stock, by an amount greater than the appreciation of a share of Stock from the date such Award is deferred to the payment date.
 
12.           General
 
(a)            Additional Provisions of an Award.   Awards to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines that providing such financing does not violate the Sarbanes-Oxley Act of 2002), provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the Company the right to repurchase shares of Stock acquired under any Award in the event the Participant elects to dispose of such shares, provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event, and provisions to comply with Federal and state securities laws and Federal and state tax withholding requirements.  Any such provisions shall be reflected in the applicable Award agreement.
 
(b)            Privileges of Stock Ownership.   Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.
 
(c)            Government and Other Regulations.   The obligation of the Company to grant or settle Awards in Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.  Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award made or granted hereunder unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with.  The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan.  If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration
 
 
 
23
 
 
under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
 
(d)           Tax Withholding.
 
(i)            A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes.
 
(ii)           Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (12) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (13) having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.
 
(e)           Claim to Awards and Employment Rights.   No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award.  Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.
 
(f)           Designation and Change of Beneficiary.   Each Participant may file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death.  A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee.  The last such designation received by the Committee shall be controlling; provided , however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.  If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.
 
(g)          Payments to Persons Other Than Participants.   If the Committee shall find that any person to whom any amount is payable under the Plan is
 
 
 
24
 
 
unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
 
(h)          No Liability of Committee Members.   No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided , however , that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
 
(i)            Governing Law.   The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada applicable to contracts made and performed wholly within the State of Nevada and, to the extent applicable, the Nevada Gaming Laws.
 
(j)             Funding.   No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes.  Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.
 
(k)           Nontransferability .
 
(i)           Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative.  No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be
 
 
 
25
 
 
void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
 
(ii)           Notwithstanding the foregoing, subject to compliance with applicable law, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to:
 
 
(A)
any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “ Immediate Family Members ”);
 
 
(B)
a trust solely for the benefit of the Participant and his or her Immediate Family Members;
 
 
(C)
a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or
 
 
(D)
any other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable Award agreement;
 
(each transferee described in clauses (A), (B), (C)  and (D) above is hereinafter referred to as a “ Permitted Transferee ”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
 
(iii)           The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate, (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with
 
 
 
26
 
 
respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.
 
(l)             Reliance on Reports.   Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any person or persons other than himself.
 
(m)           Relationship to Other Benefits.   No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
 
(n)            Expenses.   The expenses of administering the Plan shall be borne by the Company and Affiliates.
 
(o)            Pronouns.   Masculine pronouns and other words of masculine gender shall refer to both men and women.
 
(p)            Titles and Headings.   The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
 
(q)            Termination of Employment.   Unless an applicable Award agreement provides otherwise, for purposes of the Plan a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.
 
(r)            Severability .  If any provision of the Plan or any Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
 
13.           Changes in Capital Structure
 
With respect to Awards granted under the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in Section 5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated in Sections 5(d) or
 
 
 
27
 
 
11(d)(vi), the Committee shall make an equitable adjustment or substitution, in order to prevent substantial enlargement or dilution of a Participant’s rights in a manner consistent with the purposes of the Plan, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan; provided, however, that the manner of any such equitable adjustment shall be determined by the Committee in its sole discretion.  Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act.  Further, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code.  The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
 
Notwithstanding the above, in the event of any of the following:
 
A.           The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
 
B.           All or substantially all of the assets of the Company are acquired by another person;
 
C.           The reorganization or liquidation of the Company; or
 
D.           The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,
 
then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.  The terms of this Section 13 may be varied by the Committee in any particular Award agreement.
 
 
 
28
 
 
14.           Effect of Change in Control
 
(a)           Except to the extent provided in a particular Award agreement:
 
(i)           In the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Award agreement to the contrary, the Committee may in its discretion provide that all Options and SARs shall become immediately exercisable with respect to 100 percent of the shares subject to such Option or SAR, and/or that the Restricted Period shall expire immediately with respect to 100 percent of such shares of Restricted Stock or Restricted Stock Units (including a waiver of any applicable Performance Goals).  To the extent practicable, such acceleration of exercisability and expiration of the Restricted Period (as applicable) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Awards.
 
(ii)           In the event of a Change in Control, all incomplete Performance Periods in effect on the date the Change in Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which Performance Goals with respect to each such Award Period have been met based upon such audited or unaudited financial information then available as it deems relevant, (B) cause to be paid to each Participant partial or full Awards with respect to Performance Goals for each such Award Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and (C) cause all previously deferred Awards to be settled in full as soon as possible.
 
(b)           In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.
 
(c)           The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.  The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
 
15.           Nonexclusivity of the Plan
 
Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
 
 
 
29
 
 
16.           Amendments and Termination
 
(a)            Amendment and Termination of the Plan .  The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any applicable stock exchange listing requirement or to prevent the Company from being denied a tax deduction on account of Section 162(m) of the Code); and provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.  The termination date of the Plan, following which no Awards may be granted hereunder, is December 14, 2019 ; provided , that such termination shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.
 
(b)            Amendment of Award Agreements .  The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and provided , further , that, without stockholder approval, (i) no amendment or modification may reduce the Option Price of any Option and (ii) the Committee may not cancel any outstanding Option and replace it with a new Option (with a lower Option Price) in a manner which would either (A) be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any Option being accounted for under the “variable” method for financial statement reporting purposes.
 
(c)            Section 162(m) Approval .  If so determined by the Committee, (i) the Plan shall be approved by the stockholders of the Company no later than the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company’s initial public offering occurs, and (ii) the provisions of the Plan regarding Performance Compensation Awards shall be disclosed to and reapproved by stockholders of the Company no later than the first stockholder meeting that occurs in the fifth year following the year that stockholders previously approved such provisions following the Company’s initial public offering, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code.  Nothing in this Section 16(c), however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained.
 
 
 30
EXHIBIT 10.2
 
Form of agreement
 for annual grant
 
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
 
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
 
THIS RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of ______, 201_, (hereinafter the “ Award Date ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and __________ (the “ Participant ”).
 
R E C I T A L S :
 
WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant to which awards of restricted shares of the Company’s Common Stock may be granted; and
 
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein (the “ Restricted Stock Award ”) to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
 
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.             Grant of Restricted Stock Award .   The Company hereby grants on the Date of Grant to the Participant a Restricted Stock Award consisting of __________ shares of Common Stock (hereinafter called the “ Restricted Shares ”), on the term and conditions set forth in this Agreement and as otherwise provided in the Plan.  The Restricted Shares shall vest in accordance with Section 3(a) hereof.
 
2.             Incorporation by Reference, Etc .   The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
 
3.             Terms and Conditions .
 
(a)            Vesting .   Except as otherwise provided in the Plan and this Agreement and contingent upon the Participant’s continued services to the
 
 
 
 
 
 
Company, one hundred percent (100%) of the Restricted Shares shall vest (and the restrictions on such Shares shall lapse) on the earlier to occur of (x) the one year anniversary of the Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the Date of Grant occurs (the “ Vesting Date ”).  Restricted Shares may not be sold until they “vest”.
 
(b)            Taxes .   The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares.  Such payment may be made in the form of cash.  The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value  equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the exercise or settlement of the Restricted Stock Award a number of shares with a Fair Market Value equal to such withholding liability.
 
(c)            Certificates .   As a condition to the receipt of this Restricted Stock Award, the Participant shall deliver to the Company an escrow agreement and stock powers, duly endorsed in blank, relating to the Restricted Shares.  Certificates evidencing the Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, and shall be deposited, together with the stock powers, with an escrow agent designated by the Committee (who may be the Company’s transfer agent), and shall remain in the physical custody of such escrow agent at all times prior to, in the case of any particular Restricted Shares, the Vesting Date.
 
(d)            Effect of Termination of Employment or Services .   Except as otherwise specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:
 
(i)           Except as provided in subsection (ii) of this Section 3(d), unvested Restricted Shares shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the Vesting Date.
 
 
 
2
 
 
(ii)           Upon the termination of Participant’s employment or services due to death, any unvested Restricted Shares shall vest on the date of such termination.
 
(iii)            Status as Director, Employee or Consultant .  For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from director to employee, consultant or independent contractor, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
 
(e)            Rights as a Stockholder; Dividends .  The Participant shall be the record owner of the Restricted Shares unless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Shares; provided that any cash or in-kind dividends paid with respect to unvested Restricted Shares shall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, such Restricted Shares shall become vested.  As soon as practicable following the vesting of any Restricted Shares, certificates for such vested Restricted Shares and any cash dividends or in-kind dividends credited to the Participant’s account with respect to such Restricted Shares shall be delivered to the Participant or the Participant’s beneficiary along with the stock powers relating thereto.
 
(f)            Restrictive Legend .   All certificates representing Restricted Shares shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:
 
Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award Agreement, dated as of _________, 201­_, between Las Vegas Sands Corp. and ___________.  Copies of such Plan and Agreement are on file at the offices of Las Vegas Sands Corp.
 
(g)            Transferability .  The Restricted Shares may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance and (ii) for so
 
 
 
3
 
 
long as the Participant remains a member of the Board, the Participant may not sell, transfer or otherwise dispose of any vested Restricted Shares, except that the Participant may sell that number of vested Restricted Shares having an aggregate Fair Market Value not greater than the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such Restricted Shares.
 
(h)            Compliance with Legal Requirements .   The granting and delivery of the Restricted Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of the Restricted Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Restricted Shares in compliance with applicable laws, rules and regulations.
 
4.             Miscellaneous .
 
(a)            Notices .  All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
 
if to the Company:
 
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Office of the General Counsel
 
if to the Participant, at the Participant’s last known address on file with the Company.
 
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
 
(b)            Severability .  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
 
 
4
 
 
(c)            No Rights to Employment .  Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
 
(d)             Bound by Plan .  By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
 
(e)             Beneficiary .  The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
 
(f)             Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
 
(g)            Entire Agreement; Effect of Employment Agreement, etc.; Amendment .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is more favorable to the Participant shall control.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
 
(h)            GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF
 
 
 
5
 
 
 
THE STATE OF NEVADA.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(i)            JURY TRIAL WAIVER .   THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
 
(h)           Headings .  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
(i)            Signature in Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
 
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day first written above.
 
 
Las Vegas Sands Corp.
 
     
 
By:
   
 
Name:
 
 
Title:
 
     
     
     
     
 
[type in name of participant]
 

6
EXHIBIT 10.3
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
 
RESTRICTED STOCK AWARD AGREEMENT
 
THIS RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of ______, 201_, (hereinafter the “ Award Date ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and __________ (the “ Participant ”).
 
R E C I T A L S :
 
WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant to which awards of restricted shares of the Company’s Common Stock may be granted; and
 
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein (the “ Restricted Stock Award ”) to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
 
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.            Grant of Restricted Stock Award .   The Company hereby grants on the Date of Grant to the Participant a Restricted Stock Award consisting of __________ shares of Common Stock (hereinafter called the “ Restricted Shares ”), on the term and conditions set forth in this Agreement and as otherwise provided in the Plan.  The Restricted Shares shall vest in accordance with Section 3(a) hereof.
 
2.            Incorporation by Reference, Etc .   The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
 
3.            Terms and Conditions .
 
(a)            Vesting .   Except as otherwise provided in the Plan and this Agreement, the Restricted Stock Award shall vest with respect to ________ percent (___%) of the Restricted Shares subject thereto (and the
 
 
 
 
 
 
restrictions on such Shares shall lapse), on each of the first through ____ anniversaries of the [Date of Grant], subject to the Participant’s continued employment on such date (each, a “ Vesting Date ”).  Restricted Shares may not be sold until they “vest”.
 
(b)            Taxes .   The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares.  Such payment may be made in the form of cash.  The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value  equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the exercise or settlement of the Restricted Stock Award a number of shares with a Fair Market Value equal to such withholding liability.
 
(c)            Certificates .   As a condition to the receipt of this Restricted Stock Award, the Participant shall deliver to the Company an escrow agreement and stock powers, duly endorsed in blank, relating to the Restricted Shares.  Certificates evidencing the Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, and shall be deposited, together with the stock powers, with an escrow agent designated by the Committee (who may be the Company’s transfer agent), and shall remain in the physical custody of such escrow agent at all times prior to, in the case of any particular Restricted Shares, the applicable Vesting Date.
 
(d)            Effect of Termination of Employment or Services .   Except as otherwise specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:
 
(i)           Except as provided in subsection (ii) of this Section 3(d), unvested Restricted Shares shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the applicable Vesting Date.
 
(ii)          Upon the termination of Participant’s employment or services due to death or Disability, the pro-rata portion of the Participant’s unvested Restricted Shares that would have vested through
 
 
 
2
 
 
the date of termination (calculated on a straight line basis based on the number of days from the later to occur of the Date of Grant or the most recent Vesting Date as described in Section 3(a) through the date of termination) shall be immediately vested and the remainder of the Participant’s unvested Restricted Shares shall be forfeited.
 
(iii)          Status as Employee or Consultant .  For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultant or independent contractor to employee, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of the Company to employment or service with any other Affiliate of the Company, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
 
(e)            Rights as a Stockholder; Dividends .  The Participant shall be the record owner of the Restricted Shares unless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Shares; provided that any cash or in-kind dividends paid with respect to unvested Restricted Shares shall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, such Restricted Shares shall become vested.  As soon as practicable following the vesting of any Restricted Shares, certificates for such vested Restricted Shares and any cash dividends or in-kind dividends credited to the Participant’s account with respect to such Restricted Shares shall be delivered to the Participant or the Participant’s beneficiary along with the stock powers relating thereto.
 
(f)            Restrictive Legend .   All certificates representing Restricted Shares shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:
 
Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award Agreement, dated as of _________, 201­_, between Las Vegas Sands Corp. and ___________.  Copies of such Plan and Agreement are on file at the offices of Las Vegas Sands Corp.
 
(g)            Transferability .  The Restricted Shares may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise
 
 
 
3
 
 
transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
 
(h)            Compliance with Legal Requirements .   The granting and delivery of the Restricted Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of the Restricted Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Restricted Shares in compliance with applicable laws, rules and regulations.
 
4.            Miscellaneous .
 
(a)            Notices .  All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
 
if to the Company:
 
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Office of the General Counsel
 
if to the Participant, at the Participant’s last known address on file with the Company.
 
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
 
(b)            Severability .  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
 
 
 
4
 
 
(c)            No Rights to Employment .  Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
 
(d)            Bound by Plan .  By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
 
(e)            Beneficiary .  The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
 
(f)            Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
 
(g)            Entire Agreement; Effect of Employment Agreement, etc.; Amendment .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is more favorable to the Participant shall control.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
 
(h)            GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF
 
 
 
5
 
 
THE STATE OF NEVADA.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(i)            JURY TRIAL WAIVER .   THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
 
(h)            Headings .  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
(i)            Signature in Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
 
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day first written above.
 
 
Las Vegas Sands Corp.
 
     
  By:    
 
Name:
 
 
Title:
 
     
     
     
     
 
[type in name of participant]
 
     

 
 
 6
EXHIBIT 10.4
 
Form of Agreement
 for annual grant
 
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
 
DIRECTOR RESTRICTED STOCK UNITS AWARD AGREEMENT
 
THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of ______, 201_, (hereinafter the “ Date of Grant ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and [ INSERT NAME ] (the “ Participant ”).
 
R E C I T A L S :
 
WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (as amended from time to time, the “ Plan ”), pursuant to which awards of Restricted Stock Units with respect to shares of the Company’s Common Stock may be granted;
 
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock Units provided for herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
 
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.            Grant of Restricted Stock Units Award .   The Company hereby grants on the Date of Grant to the Participant a total of [ INSERT NUMBER ] Restricted Stock Units (the “ Award ”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.  Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “ Account ”).  On any given date, the value of each Restricted Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock.  The Award shall vest and be settled in accordance with Section 3 hereof.
 
2.            Incorporation by Reference, Etc .   The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
 
 
 
 
 
 
3.            Terms and Conditions .
 
(a)            Vesting .   Except as otherwise provided in the Plan and this Agreement   and contingent upon the Participant’s continued services to the Company, one hundred percent (100%) of the Award shall vest on the earlier to occur of (x) the one year anniversary of the Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the Date of Grant occurs (the “ Vesting Date ”).
 
(b)            Settlement .  On the Vesting Date, the Company shall settle the Award and shall therefore (i) issue and deliver to the Participant one share of Common Stock for each Restricted Stock Unit subject to the Award (the “ RSU Shares ”) (and, upon such settlement, the Restricted Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books of the Company.  Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Award solely in RSU Shares.  If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares settled in cash.
 
(c)            Dividend Equivalents .  If on any date that Restricted Stock Units remain credited to the Account, dividends are paid by the Company on outstanding shares of its Common Stock (“ Shares ”)  (each, a “ Dividend Payment Date ”), then the Participant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a " Dividend Equivalent Amount ") equal to the product of (i) the number of Restricted Stock Units in the Account as of the Dividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee).  On each applicable Vesting Date, in connection with the settlement and delivery of RSU Shares as contemplated by Section 3(b), the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts in respect of the RSU Shares so delivered.
 
(d)            Taxes.   Upon the settlement of the Award in accordance with Section 3(b) hereof, the Participant shall recognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to be necessary and appropriate.  The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Award.  Such payment may be made in the form of cash.  The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value  equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.
 
 
 
2
 
 
(e)            Effect of Termination of Employment or Services .  Except as otherwise specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:
 
(i)           Except as provided in subsection (ii) of this Section 3(e), unvested Restricted Stock Units shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the Vesting Date.
 
(ii)           Upon the termination of Participant’s employment or services due to death any unvested Restricted Stock Units shall vest on the date of such termination. In such event, the date of death shall be deemed the Vesting Date for purposes of Section 3(b).
 
(iii)            Status as Director, Employee or Consultant .  For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from director to employee, consultant or independent contractor, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
 
(f)            Rights as a Stockholder .  The Participant acknowledges and agrees that, with respect to the Restricted Stock Units credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units are settled in RSU Shares pursuant to Section 3(b) hereof.  Upon and following the Vesting Date, the Participant shall be the record owner of the RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the RSU Shares.  Prior to the Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common Stock underlying the Restricted Stock Units.
 
(g)             Transferability .  The Award may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance and (ii) for so long as the Participant remains a member of the Board, the Participant may not sell, transfer or otherwise dispose of any vested RSU Shares, except that the Participant may sell that number of vested RSU Shares having an aggregate Fair Market Value not greater than the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such RSU Shares.
 
 
 
3
 
 
(h)            Compliance with Legal Requirements .   The granting and delivery of the RSU Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.
 
4.            Miscellaneous .
 
(a)            Notices .  All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
 
if to the Company:
 
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Office of the General Counsel
 
if to the Participant, at the Participant’s last known address on file with the Company.
 
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
 
(b)            Severability .  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
 
(c)            General Assets .  All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general assets of the Company.  The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company.
 
(d)            No Rights to Employment .  Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly
 
 
 
4
 
 
reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
 
(e)           Bound by Plan .  By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
 
(f)            Beneficiary .  The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
 
(g)           Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
 
(h)            Entire Agreement; Effect of Employment Agreement, etc.; Amendment .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is more favorable to the Participant shall control.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
 
(i)            GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(j)            JURY TRIAL WAIVER .   THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
 
 
5
 
 
(k)            Headings .  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
(l)            Signature in Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
 
 
 
6
 
 
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day first written above.
 
 
Las Vegas Sands Corp.
 
     
 
By:
   
 
Name:
 
 
Title:
 
     
     
     
     
 
[NAME OF PARTICIPANT]
 


 
7

EXHIBIT 10.5
 
Form of Agreement
 for annual grant
 (deferred share settlement)
 
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
 
DIRECTOR RESTRICTED STOCK UNITS AWARD AGREEMENT
 
THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of ______, 201_, (hereinafter the “ Date of Grant ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and [INSERT NAME] (the “ Participant ”).
 
R E C I T A L S :
 
WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (as amended from time to time, the “ Plan ”), pursuant to which awards of Restricted Stock Units with respect to shares of the Company’s Common Stock may be granted;
 
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock Units provided for herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
 
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.            Grant of Restricted Stock Units Award .   The Company hereby grants on the Date of Grant to the Participant a total of [INSERT NUMBER] Restricted Stock Units (the “ Award ”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.  Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “ Account ”).  On any given date, the value of each Restricted Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock.  The Award shall vest and be settled in accordance with Section 3 hereof.
 
2.            Incorporation by Reference, Etc .   The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
 
 
 
 
 
3.            Terms and Conditions .
 
(a)            Vesting .   Except as otherwise provided in the Plan and this Agreement   and contingent upon the Participant’s continued services to the Company, one hundred percent (100%) of the Award shall vest on the earlier to occur of (x) the one year anniversary of the Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the Date of Grant occurs (the “ Vesting Date ”).
 
(b)            Settlement .  On [insert the settlement date(s)/event elected by the directors] 1 , the Company shall settle the Award and shall therefore (i) issue and deliver to the Participant one share of Common Stock for each Restricted Stock Unit subject to the Award (the “RSU Shares”) (and, upon such settlement, the Restricted Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Award solely in RSU Shares. If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares settled in cash.
 
(c)            Dividend Equivalents.   If on any date that Restricted Stock Units remain credited to the Account, dividends are paid by the Company on outstanding shares of its Common Stock (“ Shares ”)  (each, a “ Dividend Payment Date ”), then the Participant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a " Dividend Equivalent Amount ") equal to the product of (i) the number of Restricted Stock Units in the Account as of the Dividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee).  In connection with the settlement and delivery of RSU Shares as contemplated by Section 3(b), the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts in respect of the RSU Shares so delivered.
 
(d)            Taxes.   Upon the vesting and settlement of the Award in accordance with Section 3(b) hereof, the Participant shall recognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to be necessary and appropriate.  The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws
 
 
1 Note to Draft:  This should match the non-employee director’s election form.  To the extent there are multiple settlement dates elected, the language in Section 3(b) will need to be revised to reflect multiple “Settlement Dates” and indicate the “portion” of the Restricted Stock Units that are to be settled on each date. If the date elected is not tied to when the director leaves the Board, then provide for earlier settlement in the event of the director’s death (see also Section 3(e)(ii)).
 
 
2
 
 
with respect to the Award.  Such payment may be made in the form of cash.  The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value  equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.
 
(e)            Effect of Termination of Employment or Services .  Except as otherwise specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:
 
(i)           Except as provided in subsection (ii) of this Section 3(e), unvested Restricted Stock Units shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the Vesting Date.
 
(ii)           Upon the termination of Participant’s employment or services due to death any unvested Restricted Stock Units shall vest on the date of such termination.
 
(iii)            Status as Director, Employee or Consultant .  For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from director to employee, consultant or independent contractor, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
 
(f)            Rights as a Stockholder .  The Participant acknowledges and agrees that, with respect to the Restricted Stock Units credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units are settled in RSU Shares pursuant to Section 3(b) hereof.  Upon and following the Vesting Date, the Participant shall be the record owner of the RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the RSU Shares.  Prior to the Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common Stock underlying the Restricted Stock Units.
 
(g)             Transferability .  The Award may not at any time prior to settlement be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that (i) the designation of a beneficiary shall not constitute an assignment, alienation,
 
 
 
3
 
 
pledge, attachment, sale, transfer or encumbrance and (ii) for so long as the Participant remains a member of the Board, the Participant may not sell, transfer or otherwise dispose of any vested RSU Shares, except that the Participant may sell that number of vested RSU Shares having an aggregate Fair Market Value not greater than the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such RSU Shares.
 
(h)            Compliance with Legal Requirements .   The granting and delivery of the RSU Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.
 
4.            Miscellaneous .
 
(a)           Notices .  All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
 
if to the Company:
 
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Office of the General Counsel
 
if to the Participant, at the Participant’s last known address on file with the Company.
 
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
 
(b)            Severability .  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
 
(c)            General Assets .  All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general assets of the
 
 
4
 
 
Company.  The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company.
 
(d)            No Rights to Employment .  Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
 
(e)            Bound by Plan .  By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
 
(f)            Beneficiary .  The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
 
(g)            Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
 
(h)            Entire Agreement; Effect of Employment Agreement, etc.; Amendment .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is more favorable to the Participant shall control.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
 
(i)            GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH
 
 
 
5
 
 
COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(j)            JURY TRIAL WAIVER .   THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
 
(k)            Headings .  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
(l)            Signature in Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
 
 
 
6
 
 
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day first written above.
 
 
Las Vegas Sands Corp.
 
     
 
By:
   
 
Name:
 
 
Title:
 
     
     
     
     
 
[NAME OF PARTICIPANT]
 



7
EXHIBIT 10.6
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
 
RESTRICTED STOCK UNITS AWARD AGREEMENT
 
THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___ day of ______, 201_, (hereinafter the “ Date of Grant ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and [INSERT NAME] (the “ Participant ”).
 
R E C I T A L S :
 
WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (as amended from time to time, the “ Plan ”), pursuant to which awards of Restricted Stock Units with respect to shares of the Company’s Common Stock may be granted;
 
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock Units provided for herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
 
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.            Grant of Restricted Stock Units Award .   The Company hereby grants on the Date of Grant to the Participant a total of [INSERT NUMBER] Restricted Stock Units (the “ Award ”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.  Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “ Account ”).  On any given date, the value of each Restricted Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock.  The Award shall vest and be settled in accordance with Section 3 hereof.
 
2.            Incorporation by Reference, Etc .   The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
 
 
 
 
 
 
3.            Terms and Conditions .
 
(a)            Vesting .   Except as otherwise provided in the Plan and this Agreement, the Award shall vest with respect to [INSERT PERCENTAGE] percent (__%) of the Restricted Stock Units subject thereto on each of the first through [________] anniversaries of the [Date of Grant], subject to the Participant’s continued employment on each such date.  Each day on which a portion of the Award vests is referred to herein as a “ Vesting Date ”.
 
(b)            Settlement .  On each applicable Vesting Date, the Company shall settle the portion of the Award that is vested on such date and shall therefore (i) issue and deliver to the Participant one share of Common Stock for each Restricted Stock Unit subject to the Award that has vested (the “ RSU Shares ”), with any fractional shares paid out in cash (and, upon such settlement, the Restricted Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books of the Company.  Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Award solely in RSU Shares.  If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares settled in cash.
 
(c)            Dividend Equivalents .  If on any date that Restricted Stock Units remain credited to the Account, dividends are paid by the Company on outstanding shares of its Common Stock (“ Shares ”)  (each, a “ Dividend Payment Date ”), then the Participant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a " Dividend Equivalent Amount ") equal to the product of (i) the number of Restricted Stock Units in the Account as of the Dividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee).  On each applicable Vesting Date, in connection with the settlement and delivery of RSU Shares as contemplated by Section 3(b), the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts in respect of the RSU Shares so delivered.
 
(d)            Taxes.   Upon the settlement of the Award in accordance with Section 3(b) hereof, the Participant shall recognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to be necessary and appropriate.  The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Award.  Such payment may be made in the form of cash.  The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the
 
 
 
2
 
 
minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value  equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.
 
(e)            Effect of Termination of Employment or Services .  Except as otherwise specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:
 
(i)           Except as provided in subsection (ii) of this Section 3(e), unvested Restricted Stock Units shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the applicable Vesting Date.
 
(ii)           Upon the termination of Participant’s employment or services due to death or Disability, the pro-rata portion of the Participant’s unvested Restricted Stock Units that would have vested through the date of termination (calculated on a straight line basis based on the number of days from the later to occur of the Date of Grant or the most recent vesting date as described in Section 3(a) through the date of termination) shall be immediately vested and the remainder of the Participant’s unvested Restricted Stock Units shall be forfeited.
 
(iii)            Status as Employee or Consultant .  For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultant or independent contractor to employee, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of the Company to employment or service with any other Affiliate of the Company, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
 
(f)            Rights as a Stockholder .  The Participant acknowledges and agrees that, with respect to the Restricted Stock Units credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units are settled in RSU Shares pursuant to Section 3(b) hereof.  Upon and following each Vesting Date, the Participant shall be the record owner of the RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any,
 
 
 
3
 
 
with respect to the RSU Shares.  Prior to the first Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common Stock underlying the Restricted Stock Units.
 
(g)            Transferability .  The Award may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
 
(h)            Compliance with Legal Requirements .   The granting and delivery of the RSU Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.
 
4.            Miscellaneous .
 
(a)            Notices .  All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
 
if to the Company:
 
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Office of the General Counsel
 
if to the Participant, at the Participant’s last known address on file with the Company.
 
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
 
 
4
 
 
(b)            Severability .  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
 
(c)            General Assets .  All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general assets of the Company.  The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company.
 
(d)            No Rights to Employment .  Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
 
(e)            Bound by Plan .  By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
 
(f)             Beneficiary .  The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
 
(g)            Successors .  The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
 
(h)            Entire Agreement; Effect of Employment Agreement, etc.; Amendment .  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is more favorable to the Participant shall control.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
 
 
5
 
 
(i)            GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(j)            JURY TRIAL WAIVER .   THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
 
(h)            Headings .  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
(i)            Signature in Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
 
 
 
6
 
 
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day first written above.
 
 
Las Vegas Sands Corp.
 
     
 
By:
 
 
 
Name:
 
 
Title:
 
     
     
     
     
 
[NAME OF PARTICIPANT]
 
     

 
 
 7


EXHIBIT 31.1
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Sheldon G. Adelson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
August 7, 2014
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 31.2
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Michael A. Quartieri, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
August 7, 2014
By:
 
/s/ Michael A. Quartieri
 
 
 
 
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)




EXHIBIT 32.1
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 , as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
August 7, 2014
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 32.2
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 , as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
August 7, 2014
By:
 
/s/ Michael A. Quartieri
 
 
 
 
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)