|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
|
|
27-0099920
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(State or other jurisdiction of
incorporation or organization)
|
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(IRS Employer
Identification No.)
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3355 Las Vegas Boulevard South
Las Vegas, Nevada |
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89109
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(Address of principal executive offices)
|
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(Zip Code)
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Title of Each Class
|
|
Name of Each Exchange on Which Registered
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Common Stock ($0.001 par value)
|
|
New York Stock Exchange
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Large accelerated filer
|
|
x
|
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Accelerated filer
|
|
¨
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Non-Accelerated filer
|
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DOCUMENTS INCORPORATED BY REFERENCE
|
||
Description of document
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Part of the Form 10-K
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Portions of the definitive Proxy Statement to be used in connection with the registrant’s 2015 Annual Meeting of Stockholders
|
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Part III (Item 10 through Item 14)
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Page
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—
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Mall Name
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Total GLA
(1)
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Selected Significant Tenants
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Shoppes at Venetian
|
|
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771,345
(2)
|
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Zara, Swarovski, Vertu, Victoria’s Secret, Tiffany & Co., Uniqlo, Rolex
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Shoppes at Four Seasons
|
|
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257,963
|
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Versace, Brioni, Canali, Gucci, Dior, Armani, Bottega Veneta, Hugo Boss, Dolce & Gabbana
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Shoppes at Cotai Central
|
|
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330,258
(3)
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Marks & Spencer, Kid’s Cavern, Zara, Omega, Ralph Lauren, Nike, Chow Tai Fook
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The Shoppes at Marina Bay Sands
|
|
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623,440
(4)
|
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Louis Vuitton, Chanel, BVLGARI, Prada, Gucci, Zara, Burberry, Versace, Dior, Cartier
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The Outlets at Sands Bethlehem
|
|
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151,029
|
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Coach, Lenox, Tommy Hilfiger, Nine West, Guess, Under Armour, Puma
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(1)
|
Represents Gross Leasable Area in square feet.
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(2)
|
Excludes approximately 152,000 square feet of space on the fifth floor and 1,500 square feet of space on the third floor currently not on the market for lease.
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(3)
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At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
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(4)
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Excludes approximately 127,000 square feet of space operated by the Company.
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Category
|
|
Square Feet
|
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% of
Square Feet
|
|
Representative Tenants
|
||
Fashion (luxury, women’s, men’s, mixed)
|
|
776,998
|
|
|
38
|
%
|
|
Louis Vuitton, Dior, Gucci, Versace, Chanel, Fendi
|
Restaurants and lounges
|
|
429,562
|
|
|
21
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%
|
|
CUT, db Bistro, Todai, North, Café Deco
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Multi-Brands
|
|
223,200
|
|
|
11
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%
|
|
Duty-free shops, The Atrium
|
Fashion accessories and footwear
|
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169,392
|
|
|
8
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%
|
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Coach, Salvatore Ferragamo, Tumi, Rimowa
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Jewelry
|
|
153,983
|
|
|
7
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%
|
|
BVLGARI, Omega, Cartier, Rolex, Tiffany & Co.
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Health and beauty
|
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126,283
|
|
|
6
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%
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|
Sephora, The Body Shop, Sa Sa
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Banks and services
|
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59,610
|
|
|
3
|
%
|
|
Bank of China, Citibank, ICBC
|
Lifestyle, sports and entertainment
|
|
46,518
|
|
|
2
|
%
|
|
Manchester United Experience, Adidas, Ferrari
|
Home furnishing and electronics
|
|
43,932
|
|
|
2
|
%
|
|
Samsung, Vertu, Zara Home
|
Specialty foods
|
|
26,474
|
|
|
1
|
%
|
|
The Chocolate Shop, Cold Storage Specialty
|
Arts and gifts
|
|
13,542
|
|
|
1
|
%
|
|
Emporio di Gondola, Milestone
|
Total
|
|
2,069,494
|
|
|
100
|
%
|
|
|
•
|
pay that person any dividend or interest upon its shares;
|
•
|
allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person;
|
•
|
pay remuneration in any form to that person for services rendered or otherwise; or
|
•
|
fail to pursue all lawful efforts to require that unsuitable person to relinquish its shares.
|
•
|
assure the financial stability of corporate gaming operators and their affiliates;
|
•
|
preserve the beneficial aspects of conducting business in the corporate form; and
|
•
|
promote a neutral environment for the orderly governance of corporate affairs.
|
•
|
the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession;
|
•
|
the suspension of operations of our gaming business in Macao without reasonable grounds for more than seven consecutive days or more than fourteen non-consecutive days within one calendar year;
|
•
|
the unauthorized transfer of all or part of our gaming operations in Macao;
|
•
|
the failure to pay taxes, premiums, levies or other amounts payable to the Macao government;
|
•
|
the failure to resume operations following the temporary assumption of operations by the Macao government;
|
•
|
the repeated failure to comply with decisions of the Macao government;
|
•
|
the failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period;
|
•
|
the bankruptcy or insolvency of VML;
|
•
|
fraudulent activity by VML;
|
•
|
serious and repeated violation by VML of the applicable rules for carrying out casino games of chance or games of other forms or the operation of casino games of chance or games of other forms;
|
•
|
the grant to any other person of any managing power over VML; or
|
•
|
the failure by a controlling shareholder in VML to dispose of its interest in VML following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in VML.
|
•
|
ensure the proper operation and conduct of casino games;
|
•
|
employ people with appropriate qualifications;
|
•
|
operate and conduct casino games of chance in a fair and honest manner without the influence of criminal activities;
|
•
|
safeguard and ensure Macao’s interests in tax revenue from the operation of casinos and other gaming areas; and
|
•
|
maintain a specified level of insurance.
|
•
|
the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
|
•
|
the establishment and maintenance of responsible accounting practices and procedures;
|
•
|
the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
|
•
|
the prevention of cheating and fraudulent practices; and
|
•
|
the establishment of a source of state and local revenues through taxation and licensing fees.
|
•
|
voting on all matters voted on by stockholders;
|
•
|
making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and
|
•
|
such other activities as the Nevada Commission may determine to be consistent with such investment intent.
|
•
|
allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
|
•
|
pay remuneration in any form to that person for services rendered or otherwise; or
|
•
|
fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, the purchase for cash at fair market value.
|
•
|
pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
|
•
|
recognizes any voting right by such unsuitable person in connection with such securities; or
|
•
|
pays the unsuitable person remuneration in any form.
|
•
|
assure the financial stability of corporate gaming operators and their affiliates;
|
•
|
preserve the beneficial aspects of conducting business in the corporate form; and
|
•
|
promote a neutral environment for the orderly governance of corporate affairs.
|
•
|
a percentage of the gross revenues received;
|
•
|
the number of gaming devices operated; or
|
•
|
the number of table games operated.
|
•
|
continue to be obligated to fulfill certain lease termination and asset purchase agreements;
|
•
|
lease the portion of the theater space located within The Grand Canal Shoppes from GGP for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.3 million per year;
|
•
|
lease the gondola retail store and the canal space located within The Grand Canal Shoppes from GGP (and by amendment the extension of the canal space extended into The Shoppes at The Palazzo) for a period of 25 years, subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.5 million per year; and
|
•
|
lease certain office space from GGP for a period of 10 years, subject to an additional 65 years of extension options, with initial annual rent of approximately $0.9 million.
|
•
|
incur additional debt, including providing guarantees or credit support;
|
•
|
incur liens securing indebtedness or other obligations;
|
•
|
dispose of assets;
|
•
|
make certain acquisitions;
|
•
|
pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties;
|
•
|
enter into sale and leaseback transactions;
|
•
|
engage in any new businesses;
|
•
|
issue preferred stock; and
|
•
|
enter into transactions with our stockholders and our affiliates.
|
•
|
make it more difficult for us to satisfy our debt service obligations;
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes;
|
•
|
require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations and development projects;
|
•
|
limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate;
|
•
|
place us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
subject us to higher interest expense in the event of increases in interest rates as a significant portion of our debt is, and will continue to be, at variable rates of interest.
|
•
|
local economic and competitive conditions;
|
•
|
inaccessibility due to inclement weather, road construction or closure of primary access routes;
|
•
|
decline in air passenger traffic due to higher ticket costs or fears concerning air travel;
|
•
|
changes in local and state governmental laws and regulations, including gaming laws and regulations;
|
•
|
natural or man-made disasters, or outbreaks of infectious diseases;
|
•
|
changes in the availability of water; and
|
•
|
a decline in the number of visitors to Macao, Singapore or Las Vegas.
|
•
|
we knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;
|
•
|
we fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;
|
•
|
we engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;
|
•
|
we engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or
|
•
|
we employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.
|
•
|
allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
|
•
|
pay remuneration in any form to that person for services rendered or otherwise; or
|
•
|
fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, purchasing them for cash at fair market value.
|
|
High
|
|
Low
|
||||
2013
|
|
|
|
||||
First Quarter
|
$
|
56.83
|
|
|
$
|
47.99
|
|
Second Quarter
|
$
|
60.54
|
|
|
$
|
47.95
|
|
Third Quarter
|
$
|
67.35
|
|
|
$
|
50.67
|
|
Fourth Quarter
|
$
|
79.25
|
|
|
$
|
63.49
|
|
2014
|
|
|
|
||||
First Quarter
|
$
|
88.28
|
|
|
$
|
69.15
|
|
Second Quarter
|
$
|
84.24
|
|
|
$
|
71.09
|
|
Third Quarter
|
$
|
78.50
|
|
|
$
|
59.08
|
|
Fourth Quarter
|
$
|
65.83
|
|
|
$
|
49.82
|
|
2015
|
|
|
|
||||
First Quarter (through
February 24, 2015)
|
$
|
61.59
|
|
|
$
|
52.28
|
|
Period
|
|
Total
Number
of Shares
Purchased
(1)
|
|
Weighted
Average
Price Paid
Per Share
(2)
|
|
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)
(3)
|
||||||
October 1, 2014 - October 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,000,017
|
|
November 1, 2014 - November 30, 2014
|
|
1,996,018
|
|
|
$
|
62.63
|
|
|
1,996,018
|
|
|
$
|
1,875,000
|
|
December 1, 2014 - December 31, 2014
|
|
1,890,585
|
|
|
$
|
59.52
|
|
|
1,845,365
|
|
|
$
|
1,765,001
|
|
(1)
|
During December 2014, we repurchased 45,220 shares of our common stock in satisfaction of tax withholding and exercise price obligations on vested restricted stock and a stock option exercise. These shares were not considered part of the stock repurchase program.
|
(2)
|
Calculated excluding commissions.
|
(3)
|
In June 2013, our Board of Directors announced a stock repurchase program with an initial authorization of $2.0 billion, which expires on June 5, 2015, but was completed during the year ended December 31, 2014. In October 2014, our Board of Directors authorized the repurchase of an additional $2.0 billion of our outstanding common stock, which expires on October 9, 2016. All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws. All share repurchases of our common stock have been recorded as treasury shares.
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
||||||||||||
Las Vegas Sands Corp.
|
$
|
100.00
|
|
|
$
|
307.56
|
|
|
$
|
286.01
|
|
|
$
|
335.21
|
|
|
$
|
585.85
|
|
|
$
|
445.17
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
115.06
|
|
|
$
|
117.49
|
|
|
$
|
136.30
|
|
|
$
|
180.44
|
|
|
$
|
205.14
|
|
Dow Jones US Gambling Index
|
$
|
100.00
|
|
|
$
|
173.11
|
|
|
$
|
160.92
|
|
|
$
|
177.84
|
|
|
$
|
305.42
|
|
|
$
|
247.97
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
(1)(2)
|
|
2013
(3)(4)(5)
|
|
2012
(6)(7)(8)
|
|
2011
(9)
|
|
2010
(10)
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
STATEMENT OF OPERATIONS DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross revenues
|
$
|
15,425,788
|
|
|
$
|
14,494,436
|
|
|
$
|
11,684,669
|
|
|
$
|
9,862,334
|
|
|
$
|
7,317,937
|
|
Less — promotional allowances
|
(841,939
|
)
|
|
(724,551
|
)
|
|
(553,537
|
)
|
|
(451,589
|
)
|
|
(464,755
|
)
|
|||||
Net revenues
|
14,583,849
|
|
|
13,769,885
|
|
|
11,131,132
|
|
|
9,410,745
|
|
|
6,853,182
|
|
|||||
Operating expenses
|
10,484,623
|
|
|
10,361,642
|
|
|
8,819,750
|
|
|
7,020,858
|
|
|
5,672,596
|
|
|||||
Operating income
|
4,099,226
|
|
|
3,408,243
|
|
|
2,311,382
|
|
|
2,389,887
|
|
|
1,180,586
|
|
|||||
Interest, net
|
(248,538
|
)
|
|
(254,874
|
)
|
|
(235,312
|
)
|
|
(268,555
|
)
|
|
(297,866
|
)
|
|||||
Other income (expense)
|
1,965
|
|
|
4,321
|
|
|
5,740
|
|
|
(3,955
|
)
|
|
(8,260
|
)
|
|||||
Loss on modification or early retirement of debt
|
(19,942
|
)
|
|
(14,178
|
)
|
|
(19,234
|
)
|
|
(22,554
|
)
|
|
(18,555
|
)
|
|||||
Income before income taxes
|
3,832,711
|
|
|
3,143,512
|
|
|
2,062,576
|
|
|
2,094,823
|
|
|
855,905
|
|
|||||
Income tax expense
|
(244,640
|
)
|
|
(188,836
|
)
|
|
(180,763
|
)
|
|
(211,704
|
)
|
|
(74,302
|
)
|
|||||
Net income
|
3,588,071
|
|
|
2,954,676
|
|
|
1,881,813
|
|
|
1,883,119
|
|
|
781,603
|
|
|||||
Net income attributable to noncontrolling interests
|
(747,442
|
)
|
|
(648,679
|
)
|
|
(357,720
|
)
|
|
(322,996
|
)
|
|
(182,209
|
)
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
2,840,629
|
|
|
2,305,997
|
|
|
1,524,093
|
|
|
1,560,123
|
|
|
599,394
|
|
|||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,924
|
)
|
|
(92,807
|
)
|
|||||
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,975
|
)
|
|
(92,545
|
)
|
|||||
Preferred stock inducement, repurchase and redemption premiums
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,716
|
)
|
|
(6,579
|
)
|
|||||
Net income attributable to common stockholders
|
$
|
2,840,629
|
|
|
$
|
2,305,997
|
|
|
$
|
1,524,093
|
|
|
$
|
1,269,508
|
|
|
$
|
407,463
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
3.52
|
|
|
$
|
2.80
|
|
|
$
|
1.89
|
|
|
$
|
1.74
|
|
|
$
|
0.61
|
|
Diluted earnings per share
|
$
|
3.52
|
|
|
$
|
2.79
|
|
|
$
|
1.85
|
|
|
$
|
1.56
|
|
|
$
|
0.51
|
|
Cash dividends declared per common share
|
$
|
2.00
|
|
|
$
|
1.40
|
|
|
$
|
3.75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
OTHER DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
1,178,656
|
|
|
$
|
898,111
|
|
|
$
|
1,449,234
|
|
|
$
|
1,508,493
|
|
|
$
|
2,023,981
|
|
|
December 31,
|
||||||||||||||||||
|
2014
(1)
|
|
2013
(4)
|
|
2012
(8)
|
|
2011
(9)
|
|
2010
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
22,361,691
|
|
|
$
|
22,724,264
|
|
|
$
|
22,163,652
|
|
|
$
|
22,244,123
|
|
|
$
|
21,044,308
|
|
Long-term debt
|
$
|
9,892,913
|
|
|
$
|
9,382,752
|
|
|
$
|
10,132,265
|
|
|
$
|
9,577,131
|
|
|
$
|
9,373,755
|
|
Preferred stock issued to Principal Stockholder’s family
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
503,379
|
|
Total Las Vegas Sands Corp. stockholders’ equity
|
$
|
7,213,586
|
|
|
$
|
7,665,494
|
|
|
$
|
7,061,842
|
|
|
$
|
7,850,689
|
|
|
$
|
6,662,991
|
|
(1)
|
During the year ended December 31, 2014, we paid a quarterly dividend of $0.50 per common share as part of a regular cash dividend program.
|
(2)
|
During the year ended December 31, 2014, we received a $90.1 million property tax refund related to a property tax settlement at Marina Bay Sands for the years 2010 through 2014.
|
(3)
|
The second Sheraton tower of Sands Cotai Central opened in January 2013.
|
(4)
|
During the year ended December 31, 2013, we paid a quarterly dividend of $0.35 per common share as part of a regular cash dividend program.
|
(5)
|
During the year ended December 31, 2013, we recorded a legal settlement expense of $47.4 million.
|
(6)
|
The Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively.
|
(7)
|
During the year ended December 31, 2012, we recorded an impairment loss of $143.7 million, consisting primarily of a $100.7 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.
|
(8)
|
During the year ended December 31, 2012, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program. Additionally, on December 18, 2012, we paid a special cash dividend of $2.75 per common share.
|
(9)
|
During the year ended December 31, 2011, we repurchased, redeemed or induced holders to redeem all outstanding preferred stock, which resulted in a charge to retained earnings of $145.7 million and is also included in the calculation of net income attributable to common stockholders.
|
(10)
|
Marina Bay Sands partially opened on April 27, 2010.
|
•
|
At The Venetian Macao, approximately
84.2%
and
85.3%
, respectively, was from gaming activities, with the remainder from room, mall, food and beverage and other non-gaming sources.
|
•
|
At Sands Cotai Central, approximately
83.9%
and
85.7%
, respectively, was from gaming activities, with the remainder primarily from room and food and beverage operations.
|
•
|
At Four Seasons Macao, approximately
81.5%
and
82.8%
, respectively, was from gaming activities, with the remainder primarily from mall and room operations.
|
•
|
At Sands Macao, approximately
94.0%
and
94.2%
, respectively, was from gaming activities, with the remainder primarily from food and beverage operations.
|
•
|
At Marina Bay Sands, approximately
75.2%
and
74.6%
, respectively, was from gaming activities, with the remainder from room, food and beverage, mall and other non-gaming sources.
|
•
|
At our Las Vegas Operating Properties, approximately
67.6%
and
63.8%
, respectively, was from room, food and beverage and other non-gaming sources, with the remainder from gaming activities. The percentage of
|
•
|
At Sands Bethlehem, approximately
88.2%
and
88.5%
, respectively, was from gaming activities, with the remainder primarily from food and beverage and other non-gaming sources.
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
Percent
Change
|
|
2013
|
|
Percent
Change
|
|
2012
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Net revenues
|
$
|
14,583,849
|
|
|
5.9
|
%
|
|
$
|
13,769,885
|
|
|
23.7
|
%
|
|
$
|
11,131,132
|
|
Operating expenses
|
10,484,623
|
|
|
1.2
|
%
|
|
10,361,642
|
|
|
17.5
|
%
|
|
8,819,750
|
|
|||
Operating income
|
4,099,226
|
|
|
20.3
|
%
|
|
3,408,243
|
|
|
47.5
|
%
|
|
2,311,382
|
|
|||
Income before income taxes
|
3,832,711
|
|
|
21.9
|
%
|
|
3,143,512
|
|
|
52.4
|
%
|
|
2,062,576
|
|
|||
Net income
|
3,588,071
|
|
|
21.4
|
%
|
|
2,954,676
|
|
|
57.0
|
%
|
|
1,881,813
|
|
|||
Net income attributable to Las Vegas Sands Corp.
|
2,840,629
|
|
|
23.2
|
%
|
|
2,305,997
|
|
|
51.3
|
%
|
|
1,524,093
|
|
|
Percent of Net Revenues
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Operating expenses
|
71.9
|
%
|
|
75.2
|
%
|
|
79.2
|
%
|
Operating income
|
28.1
|
%
|
|
24.8
|
%
|
|
20.8
|
%
|
Income before income taxes
|
26.3
|
%
|
|
22.8
|
%
|
|
18.5
|
%
|
Net income
|
24.6
|
%
|
|
21.5
|
%
|
|
16.9
|
%
|
Net income attributable to Las Vegas Sands Corp.
|
19.5
|
%
|
|
16.7
|
%
|
|
13.7
|
%
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Casino
|
$
|
12,004,361
|
|
|
$
|
11,386,917
|
|
|
5.4
|
%
|
Rooms
|
1,540,420
|
|
|
1,380,681
|
|
|
11.6
|
%
|
||
Food and beverage
|
778,769
|
|
|
730,259
|
|
|
6.6
|
%
|
||
Mall
|
553,534
|
|
|
481,400
|
|
|
15.0
|
%
|
||
Convention, retail and other
|
548,704
|
|
|
515,179
|
|
|
6.5
|
%
|
||
|
15,425,788
|
|
|
14,494,436
|
|
|
6.4
|
%
|
||
Less — promotional allowances
|
(841,939
|
)
|
|
(724,551
|
)
|
|
(16.2
|
)%
|
||
Total net revenues
|
$
|
14,583,849
|
|
|
$
|
13,769,885
|
|
|
5.9
|
%
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
3,554,352
|
|
|
$
|
3,415,327
|
|
|
4.1%
|
|
Non-Rolling Chip drop
|
$
|
8,960,823
|
|
|
$
|
7,201,033
|
|
|
24.4%
|
|
Non-Rolling Chip win percentage
|
25.2
|
%
|
|
26.8
|
%
|
|
(1.6) pts
|
|
||
Rolling Chip volume
|
$
|
47,871,382
|
|
|
$
|
54,420,394
|
|
|
(12.0)%
|
|
Rolling Chip win percentage
|
3.22
|
%
|
|
3.32
|
%
|
|
(0.10) pts
|
|
||
Slot handle
|
$
|
5,564,597
|
|
|
$
|
4,781,911
|
|
|
16.4%
|
|
Slot hold percentage
|
4.8
|
%
|
|
5.5
|
%
|
|
(0.7) pts
|
|
||
Sands Cotai Central
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
2,801,441
|
|
|
$
|
2,432,952
|
|
|
15.1%
|
|
Non-Rolling Chip drop
|
$
|
7,432,536
|
|
|
$
|
5,373,622
|
|
|
38.3%
|
|
Non-Rolling Chip win percentage
|
21.8
|
%
|
|
22.5
|
%
|
|
(0.7) pts
|
|
||
Rolling Chip volume
|
$
|
46,860,574
|
|
|
$
|
61,073,743
|
|
|
(23.3)%
|
|
Rolling Chip win percentage
|
3.08
|
%
|
|
2.66
|
%
|
|
0.42 pts
|
|
||
Slot handle
|
$
|
7,630,366
|
|
|
$
|
5,686,446
|
|
|
34.2%
|
|
Slot hold percentage
|
3.5
|
%
|
|
3.9
|
%
|
|
(0.4) pts
|
|
||
Four Seasons Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
948,110
|
|
|
$
|
922,743
|
|
|
2.7%
|
|
Non-Rolling Chip drop
|
$
|
1,335,935
|
|
|
$
|
899,627
|
|
|
48.5%
|
|
Non-Rolling Chip win percentage
|
24.0
|
%
|
|
27.5
|
%
|
|
(3.5) pts
|
|
||
Rolling Chip volume
|
$
|
27,072,914
|
|
|
$
|
39,280,485
|
|
|
(31.1)%
|
|
Rolling Chip win percentage
|
3.36
|
%
|
|
2.46
|
%
|
|
0.90 pts
|
|
||
Slot handle
|
$
|
830,186
|
|
|
$
|
900,836
|
|
|
(7.8)%
|
|
Slot hold percentage
|
5.1
|
%
|
|
5.5
|
%
|
|
(0.4) pts
|
|
||
Sands Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
1,148,477
|
|
|
$
|
1,206,462
|
|
|
(4.8)%
|
|
Non-Rolling Chip drop
|
$
|
3,937,850
|
|
|
$
|
3,488,891
|
|
|
12.9%
|
|
Non-Rolling Chip win percentage
|
18.1
|
%
|
|
19.8
|
%
|
|
(1.7) pts
|
|
||
Rolling Chip volume
|
$
|
17,663,497
|
|
|
$
|
23,242,588
|
|
|
(24.0)%
|
|
Rolling Chip win percentage
|
2.98
|
%
|
|
2.77
|
%
|
|
0.21 pts
|
|
||
Slot handle
|
$
|
3,236,093
|
|
|
$
|
2,699,247
|
|
|
19.9%
|
|
Slot hold percentage
|
3.7
|
%
|
|
3.9
|
%
|
|
(0.2) pts
|
|
||
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
2,574,782
|
|
|
$
|
2,363,140
|
|
|
9.0%
|
|
Non-Rolling Chip drop
|
$
|
4,498,674
|
|
|
$
|
4,650,105
|
|
|
(3.3)%
|
|
Non-Rolling Chip win percentage
|
25.1
|
%
|
|
23.7
|
%
|
|
1.4 pts
|
|
||
Rolling Chip volume
|
$
|
42,558,012
|
|
|
$
|
60,095,322
|
|
|
(29.2)%
|
|
Rolling Chip win percentage
|
3.30
|
%
|
|
2.46
|
%
|
|
0.84 pts
|
|
||
Slot handle
|
$
|
12,368,193
|
|
|
$
|
11,118,021
|
|
|
11.2%
|
|
Slot hold percentage
|
4.9
|
%
|
|
5.1
|
%
|
|
(0.2) pts
|
|
||
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
509,205
|
|
|
$
|
584,372
|
|
|
(12.9)%
|
|
Table games drop
|
$
|
2,139,545
|
|
|
$
|
2,251,734
|
|
|
(5.0)%
|
|
Table games win percentage
|
19.9
|
%
|
|
23.3
|
%
|
|
(3.4) pts
|
|
||
Slot handle
|
$
|
2,114,522
|
|
|
$
|
2,024,147
|
|
|
4.5%
|
|
Slot hold percentage
|
8.2
|
%
|
|
8.7
|
%
|
|
(0.5) pts
|
|
||
Sands Bethlehem
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
467,994
|
|
|
$
|
461,921
|
|
|
1.3%
|
|
Table games drop
|
$
|
1,062,648
|
|
|
$
|
1,024,021
|
|
|
3.8%
|
|
Table games win percentage
|
16.8
|
%
|
|
16.1
|
%
|
|
0.7 pts
|
|
||
Slot handle
|
$
|
4,016,223
|
|
|
$
|
4,129,171
|
|
|
(2.7)%
|
|
Slot hold percentage
|
7.0
|
%
|
|
7.0
|
%
|
|
—
|
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|||||
|
(Room revenues in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
258,863
|
|
|
$
|
230,822
|
|
|
12.1%
|
|
Occupancy rate
|
91.3
|
%
|
|
91.3
|
%
|
|
—
|
|
||
Average daily room rate
|
$
|
270
|
|
|
$
|
243
|
|
|
11.1%
|
|
Revenue per available room
|
$
|
246
|
|
|
$
|
222
|
|
|
10.8%
|
|
Sands Cotai Central
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
320,875
|
|
|
$
|
236,819
|
|
|
35.5%
|
|
Occupancy rate
|
88.5
|
%
|
|
78.5
|
%
|
|
10.0 pts
|
|
||
Average daily room rate
|
$
|
176
|
|
|
$
|
155
|
|
|
13.5%
|
|
Revenue per available room
|
$
|
156
|
|
|
$
|
121
|
|
|
28.9%
|
|
Four Seasons Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
47,755
|
|
|
$
|
43,626
|
|
|
9.5%
|
|
Occupancy rate
|
87.0
|
%
|
|
85.3
|
%
|
|
1.7 pts
|
|
||
Average daily room rate
|
$
|
400
|
|
|
$
|
373
|
|
|
7.2%
|
|
Revenue per available room
|
$
|
348
|
|
|
$
|
318
|
|
|
9.4%
|
|
Sands Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
24,066
|
|
|
$
|
25,150
|
|
|
(4.3)%
|
|
Occupancy rate
|
98.6
|
%
|
|
96.1
|
%
|
|
2.5 pts
|
|
||
Average daily room rate
|
$
|
238
|
|
|
$
|
252
|
|
|
(5.6)%
|
|
Revenue per available room
|
$
|
235
|
|
|
$
|
242
|
|
|
(2.9)%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
383,954
|
|
|
$
|
360,264
|
|
|
6.6%
|
|
Occupancy rate
|
99.0
|
%
|
|
98.6
|
%
|
|
0.4 pts
|
|
||
Average daily room rate
|
$
|
431
|
|
|
$
|
396
|
|
|
8.8%
|
|
Revenue per available room
|
$
|
427
|
|
|
$
|
390
|
|
|
9.5%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
491,493
|
|
|
$
|
472,518
|
|
|
4.0%
|
|
Occupancy rate
|
88.0
|
%
|
|
89.6
|
%
|
|
(1.6) pts
|
|
||
Average daily room rate
|
$
|
222
|
|
|
$
|
205
|
|
|
8.3%
|
|
Revenue per available room
|
$
|
196
|
|
|
$
|
184
|
|
|
6.5%
|
|
Sands Bethlehem
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
13,414
|
|
|
$
|
11,482
|
|
|
16.8%
|
|
Occupancy rate
|
83.4
|
%
|
|
73.6
|
%
|
|
9.8 pts
|
|
||
Average daily room rate
|
$
|
146
|
|
|
$
|
142
|
|
|
2.8%
|
|
Revenue per available room
|
$
|
122
|
|
|
$
|
104
|
|
|
17.3%
|
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|||||
|
(Mall revenues in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
Shoppes at Venetian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
191,631
|
|
|
$
|
169,151
|
|
|
13.3%
|
|
Mall gross leasable area (in square feet)
|
771,345
|
|
|
755,452
|
|
|
2.1%
|
|
||
Occupancy
|
93.4
|
%
|
|
95.5
|
%
|
|
(2.1) pts
|
|
||
Base rent per square foot
|
$
|
212
|
|
|
$
|
179
|
|
|
18.4%
|
|
Tenant sales per square foot
|
$
|
1,673
|
|
|
$
|
1,522
|
|
|
9.9%
|
|
Shoppes at Cotai Central
(1)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
56,408
|
|
|
$
|
42,116
|
|
|
33.9%
|
|
Mall gross leasable area (in square feet)
|
330,258
|
|
|
210,143
|
|
|
57.2%
|
|
||
Occupancy
|
97.9
|
%
|
|
100.0
|
%
|
|
(2.1) pts
|
|
||
Base rent per square foot
|
$
|
136
|
|
|
$
|
120
|
|
|
13.3%
|
|
Tenant sales per square foot
|
$
|
1,450
|
|
|
$
|
1,277
|
|
|
13.5%
|
|
Shoppes at Four Seasons
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
132,326
|
|
|
$
|
113,121
|
|
|
17.0%
|
|
Mall gross leasable area (in square feet)
|
257,963
|
|
|
241,895
|
|
|
6.6%
|
|
||
Occupancy
|
99.2
|
%
|
|
87.7
|
%
|
|
11.5 pts
|
|
||
Base rent per square foot
|
$
|
418
|
|
|
$
|
348
|
|
|
20.1%
|
|
Tenant sales per square foot
|
$
|
5,689
|
|
|
$
|
4,726
|
|
|
20.4%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
The Shoppes at Marina Bay Sands
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
169,257
|
|
|
$
|
153,840
|
|
|
10.0%
|
|
Mall gross leasable area (in square feet)
|
648,778
|
|
|
642,241
|
|
|
1.0%
|
|
||
Occupancy
|
96.1
|
%
|
|
90.7
|
%
|
|
5.4 pts
|
|
||
Base rent per square foot
|
$
|
220
|
|
|
$
|
217
|
|
|
1.4%
|
|
Tenant sales per square foot
|
$
|
1,426
|
|
|
$
|
1,528
|
|
|
(6.7)%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
The Outlets at Sands Bethlehem
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
3,912
|
|
|
$
|
3,172
|
|
|
23.3%
|
|
Mall gross leasable area (in square feet)
|
151,029
|
|
|
134,830
|
|
|
12.0%
|
|
||
Occupancy
|
97.0
|
%
|
|
93.6
|
%
|
|
3.4 pts
|
|
||
Base rent per square foot
|
$
|
20
|
|
|
$
|
23
|
|
|
(13.0)%
|
|
Tenant sales per square foot
|
$
|
365
|
|
|
$
|
431
|
|
|
(15.3)%
|
|
(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.
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Casino
|
$
|
6,705,534
|
|
|
$
|
6,483,718
|
|
|
3.4
|
%
|
Rooms
|
256,835
|
|
|
271,942
|
|
|
(5.6
|
)%
|
||
Food and beverage
|
392,560
|
|
|
369,570
|
|
|
6.2
|
%
|
||
Mall
|
69,732
|
|
|
73,358
|
|
|
(4.9
|
)%
|
||
Convention, retail and other
|
320,759
|
|
|
317,869
|
|
|
0.9
|
%
|
||
Provision for doubtful accounts
|
186,722
|
|
|
237,786
|
|
|
(21.5
|
)%
|
||
General and administrative
|
1,258,133
|
|
|
1,329,740
|
|
|
(5.4
|
)%
|
||
Corporate
|
174,750
|
|
|
189,535
|
|
|
(7.8
|
)%
|
||
Pre-opening
|
26,230
|
|
|
13,339
|
|
|
96.6
|
%
|
||
Development
|
14,325
|
|
|
15,809
|
|
|
(9.4
|
)%
|
||
Depreciation and amortization
|
1,031,589
|
|
|
1,007,468
|
|
|
2.4
|
%
|
||
Amortization of leasehold interests in land
|
40,598
|
|
|
40,352
|
|
|
0.6
|
%
|
||
Loss on disposal of assets
|
6,856
|
|
|
11,156
|
|
|
(38.5
|
)%
|
||
Total operating expenses
|
$
|
10,484,623
|
|
|
$
|
10,361,642
|
|
|
1.2
|
%
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Macao:
|
|
|
|
|
|
|||||
The Venetian Macao
|
$
|
1,546,323
|
|
|
$
|
1,499,937
|
|
|
3.1
|
%
|
Sands Cotai Central
|
1,001,487
|
|
|
739,723
|
|
|
35.4
|
%
|
||
Four Seasons Macao
|
374,899
|
|
|
305,040
|
|
|
22.9
|
%
|
||
Sands Macao
|
338,590
|
|
|
362,858
|
|
|
(6.7
|
)%
|
||
Other Asia
|
3,493
|
|
|
(3,855
|
)
|
|
N.M.
|
|
||
|
3,264,792
|
|
|
2,903,703
|
|
|
12.4
|
%
|
||
Marina Bay Sands
|
1,723,147
|
|
|
1,384,576
|
|
|
24.5
|
%
|
||
United States:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
313,913
|
|
|
351,739
|
|
|
(10.8
|
)%
|
||
Sands Bethlehem
|
120,491
|
|
|
123,337
|
|
|
(2.3
|
)%
|
||
|
434,404
|
|
|
475,076
|
|
|
(8.6
|
)%
|
||
Total adjusted property EBITDA
|
$
|
5,422,343
|
|
|
$
|
4,763,355
|
|
|
13.8
|
%
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in thousands)
|
||||||
Interest cost (which includes the amortization of deferred financing costs and original issue discounts)
|
$
|
268,299
|
|
|
$
|
260,704
|
|
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
|
15,190
|
|
|
15,168
|
|
||
Less — capitalized interest
|
(9,308
|
)
|
|
(4,661
|
)
|
||
Interest expense, net
|
$
|
274,181
|
|
|
$
|
271,211
|
|
Cash paid for interest
|
$
|
215,929
|
|
|
$
|
212,903
|
|
Weighted average total debt balance
|
$
|
9,991,874
|
|
|
$
|
9,788,457
|
|
Weighted average interest rate
|
2.7
|
%
|
|
2.7
|
%
|
|
Year Ended December 31,
|
|||||||||
|
2013
|
|
2012
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Casino
|
$
|
11,386,917
|
|
|
$
|
9,008,158
|
|
|
26.4
|
%
|
Rooms
|
1,380,681
|
|
|
1,154,024
|
|
|
19.6
|
%
|
||
Food and beverage
|
730,259
|
|
|
628,528
|
|
|
16.2
|
%
|
||
Mall
|
481,400
|
|
|
396,927
|
|
|
21.3
|
%
|
||
Convention, retail and other
|
515,179
|
|
|
497,032
|
|
|
3.7
|
%
|
||
|
14,494,436
|
|
|
11,684,669
|
|
|
24.0
|
%
|
||
Less — promotional allowances
|
(724,551
|
)
|
|
(553,537
|
)
|
|
(30.9
|
)%
|
||
Total net revenues
|
$
|
13,769,885
|
|
|
$
|
11,131,132
|
|
|
23.7
|
%
|
|
Year Ended December 31,
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
3,415,327
|
|
|
$
|
2,628,868
|
|
|
29.9%
|
|
Non-Rolling Chip drop
|
$
|
7,201,033
|
|
|
$
|
4,482,318
|
|
|
60.7%
|
|
Non-Rolling Chip win percentage
|
26.8
|
%
|
|
0.3
|
%
|
|
26.5 pts
|
|
||
Rolling Chip volume
|
$
|
54,420,394
|
|
|
$
|
48,825,435
|
|
|
11.5%
|
|
Rolling Chip win percentage
|
3.32
|
%
|
|
3.05
|
%
|
|
0.27 pts
|
|
||
Slot handle
|
$
|
4,781,911
|
|
|
$
|
4,946,114
|
|
|
(3.3)%
|
|
Slot hold percentage
|
5.5
|
%
|
|
5.3
|
%
|
|
0.2 pts
|
|
||
Sands Cotai Central
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
2,432,952
|
|
|
$
|
960,286
|
|
|
153.4%
|
|
Non-Rolling Chip drop
|
$
|
5,373,622
|
|
|
$
|
1,863,923
|
|
|
188.3%
|
|
Non-Rolling Chip win percentage
|
22.5
|
%
|
|
20.8
|
%
|
|
1.7 pts
|
|
||
Rolling Chip volume
|
$
|
61,073,743
|
|
|
$
|
26,046,168
|
|
|
134.5%
|
|
Rolling Chip win percentage
|
2.66
|
%
|
|
2.83
|
%
|
|
(0.17) pts
|
|
||
Slot handle
|
$
|
5,686,446
|
|
|
$
|
2,939,426
|
|
|
93.5%
|
|
Slot hold percentage
|
3.9
|
%
|
|
3.5
|
%
|
|
0.4 pts
|
|
||
Four Seasons Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
922,743
|
|
|
$
|
977,616
|
|
|
(5.6)%
|
|
Non-Rolling Chip drop
|
$
|
899,627
|
|
|
$
|
433,264
|
|
|
107.6%
|
|
Non-Rolling Chip win percentage
|
27.5
|
%
|
|
40.8
|
%
|
|
(13.3) pts
|
|
||
Rolling Chip volume
|
$
|
39,280,485
|
|
|
$
|
41,604,458
|
|
|
(5.6)%
|
|
Rolling Chip win percentage
|
2.46
|
%
|
|
2.79
|
%
|
|
(0.33) pts
|
|
||
Slot handle
|
$
|
900,836
|
|
|
$
|
962,540
|
|
|
(6.4)%
|
|
Slot hold percentage
|
5.5
|
%
|
|
5.3
|
%
|
|
0.2 pts
|
|
||
Sands Macao
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
1,206,462
|
|
|
$
|
1,219,400
|
|
|
(1.1)%
|
|
Non-Rolling Chip drop
|
$
|
3,488,891
|
|
|
$
|
2,872,468
|
|
|
21.5%
|
|
Non-Rolling Chip win percentage
|
19.8
|
%
|
|
21.0
|
%
|
|
(1.2) pts
|
|
||
Rolling Chip volume
|
$
|
23,242,588
|
|
|
$
|
25,184,583
|
|
|
(7.7)%
|
|
Rolling Chip win percentage
|
2.77
|
%
|
|
3.14
|
%
|
|
(0.37) pts
|
|
||
Slot handle
|
$
|
2,699,247
|
|
|
$
|
2,476,673
|
|
|
9.0%
|
|
Slot hold percentage
|
3.9
|
%
|
|
4.3
|
%
|
|
(0.4) pts
|
|
||
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
2,363,140
|
|
|
$
|
2,271,869
|
|
|
4.0%
|
|
Non-Rolling Chip drop
|
$
|
4,650,105
|
|
|
$
|
4,612,227
|
|
|
0.8%
|
|
Non-Rolling Chip win percentage
|
23.7
|
%
|
|
23.1
|
%
|
|
0.6 pts
|
|
||
Rolling Chip volume
|
$
|
60,095,322
|
|
|
$
|
52,568,238
|
|
|
14.3%
|
|
Rolling Chip win percentage
|
2.46
|
%
|
|
2.47
|
%
|
|
(0.01) pts
|
|
||
Slot handle
|
$
|
11,118,021
|
|
|
$
|
10,793,348
|
|
|
3.0%
|
|
Slot hold percentage
|
5.1
|
%
|
|
5.3
|
%
|
|
(0.2) pts
|
|
||
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
584,372
|
|
|
$
|
512,647
|
|
|
14.0%
|
|
Table games drop
|
$
|
2,251,734
|
|
|
$
|
2,084,490
|
|
|
8.0%
|
|
Table games win percentage
|
23.3
|
%
|
|
21.1
|
%
|
|
2.2 pts
|
|
||
Slot handle
|
$
|
2,024,147
|
|
|
$
|
1,944,618
|
|
|
4.1%
|
|
Slot hold percentage
|
8.7
|
%
|
|
8.7
|
%
|
|
—
|
|
||
Sands Bethlehem
|
|
|
|
|
|
|||||
Total casino revenues
|
$
|
461,921
|
|
|
$
|
437,472
|
|
|
5.6%
|
|
Table games drop
|
$
|
1,024,021
|
|
|
$
|
885,359
|
|
|
15.7%
|
|
Table games win percentage
|
16.1
|
%
|
|
15.3
|
%
|
|
0.8 pts
|
|
||
Slot handle
|
$
|
4,129,171
|
|
|
$
|
4,029,326
|
|
|
2.5%
|
|
Slot hold percentage
|
7.0
|
%
|
|
7.2
|
%
|
|
(0.2) pts
|
|
|
Year Ended December 31,
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|||||
|
(Room revenues in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
The Venetian Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
230,822
|
|
|
$
|
224,177
|
|
|
3.0%
|
|
Occupancy rate
|
91.3
|
%
|
|
91.9
|
%
|
|
(0.6) pts
|
|
||
Average daily room rate
|
$
|
243
|
|
|
$
|
237
|
|
|
2.5%
|
|
Revenue per available room
|
$
|
222
|
|
|
$
|
218
|
|
|
1.8%
|
|
Sands Cotai Central
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
236,819
|
|
|
$
|
83,833
|
|
|
182.5%
|
|
Occupancy rate
|
78.5
|
%
|
|
83.4
|
%
|
|
(4.9) pts
|
|
||
Average daily room rate
|
$
|
155
|
|
|
$
|
155
|
|
|
—%
|
|
Revenue per available room
|
$
|
121
|
|
|
$
|
129
|
|
|
(6.2)%
|
|
Four Seasons Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
43,626
|
|
|
$
|
39,813
|
|
|
9.6%
|
|
Occupancy rate
|
85.3
|
%
|
|
80.1
|
%
|
|
5.2 pts
|
|
||
Average daily room rate
|
$
|
373
|
|
|
$
|
362
|
|
|
3.0%
|
|
Revenue per available room
|
$
|
318
|
|
|
$
|
290
|
|
|
9.7%
|
|
Sands Macao
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
25,150
|
|
|
$
|
24,441
|
|
|
2.9%
|
|
Occupancy rate
|
96.1
|
%
|
|
95.3
|
%
|
|
0.8 pts
|
|
||
Average daily room rate
|
$
|
252
|
|
|
$
|
245
|
|
|
2.9%
|
|
Revenue per available room
|
$
|
242
|
|
|
$
|
234
|
|
|
3.4%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
Marina Bay Sands
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
360,264
|
|
|
$
|
325,470
|
|
|
10.7%
|
|
Occupancy rate
|
98.6
|
%
|
|
98.9
|
%
|
|
(0.3) pts
|
|
||
Average daily room rate
|
$
|
396
|
|
|
$
|
355
|
|
|
11.5%
|
|
Revenue per available room
|
$
|
390
|
|
|
$
|
351
|
|
|
11.1%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
472,518
|
|
|
$
|
446,241
|
|
|
5.9%
|
|
Occupancy rate
|
89.6
|
%
|
|
86.1
|
%
|
|
3.5 pts
|
|
||
Average daily room rate
|
$
|
205
|
|
|
$
|
203
|
|
|
1.0%
|
|
Revenue per available room
|
$
|
184
|
|
|
$
|
175
|
|
|
5.1%
|
|
Sands Bethlehem
|
|
|
|
|
|
|||||
Total room revenues
|
$
|
11,482
|
|
|
$
|
10,049
|
|
|
14.3%
|
|
Occupancy rate
|
73.6
|
%
|
|
65.1
|
%
|
|
8.5 pts
|
|
||
Average daily room rate
|
$
|
142
|
|
|
$
|
140
|
|
|
1.4%
|
|
Revenue per available room
|
$
|
104
|
|
|
$
|
91
|
|
|
14.3%
|
|
|
Year Ended December 31,
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|||||
|
(Mall revenues in thousands)
|
|||||||||
Macao Operations:
|
|
|
|
|
|
|||||
Shoppes at Venetian
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
169,151
|
|
|
$
|
139,522
|
|
|
21.2%
|
|
Mall gross leasable area (in square feet)
|
755,452
|
|
|
805,976
|
|
|
(6.3)%
|
|
||
Occupancy
|
95.5
|
%
|
|
92.3
|
%
|
|
3.2 pts
|
|
||
Base rent per square foot
|
$
|
179
|
|
|
$
|
147
|
|
|
21.8%
|
|
Tenant sales per square foot
|
$
|
1,522
|
|
|
$
|
1,214
|
|
|
25.4%
|
|
Shoppes at Cotai Central
(1)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
42,116
|
|
|
$
|
16,074
|
|
|
162.0%
|
|
Mall gross leasable area (in square feet)
|
210,143
|
|
|
210,143
|
|
|
—%
|
|
||
Occupancy
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
|
||
Base rent per square foot
|
$
|
120
|
|
|
$
|
112
|
|
|
7.1%
|
|
Tenant sales per square foot
|
$
|
1,277
|
|
|
$
|
—
|
|
|
—%
|
|
Shoppes at Four Seasons
(2)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
113,121
|
|
|
$
|
83,477
|
|
|
35.5%
|
|
Mall gross leasable area (in square feet)
|
241,895
|
|
|
239,718
|
|
|
0.9%
|
|
||
Occupancy
|
87.7
|
%
|
|
92.1
|
%
|
|
(4.4) pts
|
|
||
Base rent per square foot
|
$
|
348
|
|
|
$
|
150
|
|
|
132.0%
|
|
Tenant sales per square foot
|
$
|
4,726
|
|
|
$
|
4,356
|
|
|
8.5%
|
|
Singapore Operations:
|
|
|
|
|
|
|||||
The Shoppes at Marina Bay Sands
(3)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
153,840
|
|
|
$
|
156,319
|
|
|
(1.6)%
|
|
Mall gross leasable area (in square feet)
|
642,241
|
|
|
637,980
|
|
|
0.7%
|
|
||
Occupancy
|
90.7
|
%
|
|
96.0
|
%
|
|
(5.3) pts
|
|
||
Base rent per square foot
|
$
|
217
|
|
|
$
|
215
|
|
|
0.9%
|
|
Tenant sales per square foot
|
$
|
1,528
|
|
|
$
|
1,393
|
|
|
9.7%
|
|
U.S. Operations:
|
|
|
|
|
|
|||||
The Outlets at Sands Bethlehem
(4)
|
|
|
|
|
|
|||||
Total mall revenues
|
$
|
3,172
|
|
|
$
|
1,535
|
|
|
106.6%
|
|
Mall gross leasable area (in square feet)
|
134,830
|
|
|
129,216
|
|
|
4.3%
|
|
||
Occupancy
|
93.6
|
%
|
|
71.3
|
%
|
|
22.3 pts
|
|
||
Base rent per square foot
|
$
|
23
|
|
|
$
|
—
|
|
|
—%
|
|
Tenant sales per square foot
|
$
|
431
|
|
|
$
|
—
|
|
|
—%
|
|
(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.
|
(3)
|
The decrease in occupancy at The Shoppes at Marina Bay Sands was due to an ongoing repositioning of the mall that brought in new tenants and expanded key luxury tenants. Approximately 37,000 square feet of gross leasable area was undergoing new fit-out or development and was not considered occupied as of December 31, 2013.
|
(4)
|
A progressive opening of The Outlets at Sands Bethlehem began in November 2011. Base rent per square foot and tenant sales per square foot for the year ended December 31, 2012, are excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.
|
|
Year Ended December 31,
|
|||||||||
|
2013
|
|
2012
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Casino
|
$
|
6,483,718
|
|
|
$
|
5,128,036
|
|
|
26.4
|
%
|
Rooms
|
271,942
|
|
|
237,303
|
|
|
14.6
|
%
|
||
Food and beverage
|
369,570
|
|
|
331,210
|
|
|
11.6
|
%
|
||
Mall
|
73,358
|
|
|
68,763
|
|
|
6.7
|
%
|
||
Convention, retail and other
|
317,869
|
|
|
304,263
|
|
|
4.5
|
%
|
||
Provision for doubtful accounts
|
237,786
|
|
|
239,332
|
|
|
(0.6
|
)%
|
||
General and administrative
|
1,329,740
|
|
|
1,061,935
|
|
|
25.2
|
%
|
||
Corporate
|
189,535
|
|
|
207,030
|
|
|
(8.5
|
)%
|
||
Pre-opening
|
13,339
|
|
|
143,795
|
|
|
(90.7
|
)%
|
||
Development
|
15,809
|
|
|
19,958
|
|
|
(20.8
|
)%
|
||
Depreciation and amortization
|
1,007,468
|
|
|
892,046
|
|
|
12.9
|
%
|
||
Amortization of leasehold interests in land
|
40,352
|
|
|
40,165
|
|
|
0.5
|
%
|
||
Impairment loss
|
—
|
|
|
143,674
|
|
|
(100.0
|
)%
|
||
Loss on disposal of assets
|
11,156
|
|
|
2,240
|
|
|
398.0
|
%
|
||
Total operating expenses
|
$
|
10,361,642
|
|
|
$
|
8,819,750
|
|
|
17.5
|
%
|
|
Year Ended December 31,
|
|||||||||
|
2013
|
|
2012
|
|
Percent
Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Macao:
|
|
|
|
|
|
|||||
The Venetian Macao
|
$
|
1,499,937
|
|
|
$
|
1,143,245
|
|
|
31.2
|
%
|
Sands Cotai Central
|
739,723
|
|
|
213,476
|
|
|
246.5
|
%
|
||
Four Seasons Macao
|
305,040
|
|
|
288,170
|
|
|
5.9
|
%
|
||
Sands Macao
|
362,858
|
|
|
350,639
|
|
|
3.5
|
%
|
||
Other Asia
|
(3,855
|
)
|
|
(15,950
|
)
|
|
75.8
|
%
|
||
|
2,903,703
|
|
|
1,979,580
|
|
|
46.7
|
%
|
||
Marina Bay Sands
|
1,384,576
|
|
|
1,366,245
|
|
|
1.3
|
%
|
||
United States:
|
|
|
|
|
|
|||||
Las Vegas Operating Properties
|
351,739
|
|
|
331,182
|
|
|
6.2
|
%
|
||
Sands Bethlehem
|
123,337
|
|
|
114,055
|
|
|
8.1
|
%
|
||
|
475,076
|
|
|
445,237
|
|
|
6.7
|
%
|
||
Total adjusted property EBITDA
|
$
|
4,763,355
|
|
|
$
|
3,791,062
|
|
|
25.6
|
%
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
Interest cost (which includes the amortization of deferred financing costs and original issue discounts)
|
$
|
260,704
|
|
|
$
|
292,790
|
|
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
|
15,168
|
|
|
15,123
|
|
||
Less — capitalized interest
|
(4,661
|
)
|
|
(49,349
|
)
|
||
Interest expense, net
|
$
|
271,211
|
|
|
$
|
258,564
|
|
Cash paid for interest
|
$
|
212,903
|
|
|
$
|
258,440
|
|
Weighted average total debt balance
|
$
|
9,788,457
|
|
|
$
|
9,772,201
|
|
Weighted average interest rate
|
2.7
|
%
|
|
3.0
|
%
|
|
Shoppes at Venetian
|
|
Shoppes at Four Seasons
|
|
Shoppes
at Cotai Central
(1)
|
|
The Shoppes at Marina Bay Sands
|
|
The Outlets at Sands Bethlehem
(2)
|
|
Total
|
||||||||||||
For the year ended December 31,
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents
(3)
|
$
|
130,555
|
|
|
$
|
87,666
|
|
|
$
|
31,943
|
|
|
$
|
122,494
|
|
|
$
|
1,486
|
|
|
$
|
374,144
|
|
Overage rents
|
33,860
|
|
|
36,809
|
|
|
13,589
|
|
|
16,725
|
|
|
2,426
|
|
|
103,409
|
|
||||||
CAM, levies and management fees
|
27,216
|
|
|
7,851
|
|
|
10,876
|
|
|
30,038
|
|
|
—
|
|
|
75,981
|
|
||||||
Total mall revenues
|
191,631
|
|
|
132,326
|
|
|
56,408
|
|
|
169,257
|
|
|
3,912
|
|
|
553,534
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
17,471
|
|
|
5,802
|
|
|
6,451
|
|
|
24,983
|
|
|
1,238
|
|
|
55,945
|
|
||||||
Management fees and other direct
operating expenses
|
6,417
|
|
|
1,562
|
|
|
1,884
|
|
|
3,356
|
|
|
568
|
|
|
13,787
|
|
||||||
Mall operating expenses
|
23,888
|
|
|
7,364
|
|
|
8,335
|
|
|
28,339
|
|
|
1,806
|
|
|
69,732
|
|
||||||
Property taxes
(4)
|
(1,486
|
)
|
|
—
|
|
|
—
|
|
|
(1,961
|
)
|
|
1,201
|
|
|
(2,246
|
)
|
||||||
Provision for doubtful accounts
|
216
|
|
|
223
|
|
|
2
|
|
|
990
|
|
|
25
|
|
|
1,456
|
|
||||||
Mall-related expenses
(5)
|
22,618
|
|
|
7,587
|
|
|
8,337
|
|
|
27,368
|
|
|
3,032
|
|
|
68,942
|
|
||||||
For the year ended December 31,
2013 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents
(3)
|
$
|
104,080
|
|
|
$
|
47,913
|
|
|
$
|
23,030
|
|
|
$
|
106,318
|
|
|
$
|
1,268
|
|
|
$
|
282,609
|
|
Overage rents
|
39,615
|
|
|
58,246
|
|
|
11,584
|
|
|
16,584
|
|
|
1,904
|
|
|
127,933
|
|
||||||
CAM, levies and management fees
|
25,456
|
|
|
6,962
|
|
|
7,502
|
|
|
30,938
|
|
|
—
|
|
|
70,858
|
|
||||||
Total mall revenues
|
169,151
|
|
|
113,121
|
|
|
42,116
|
|
|
153,840
|
|
|
3,172
|
|
|
481,400
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
16,894
|
|
|
5,466
|
|
|
5,577
|
|
|
25,370
|
|
|
1,320
|
|
|
54,627
|
|
||||||
Management fees and other direct
operating expenses
|
6,975
|
|
|
1,607
|
|
|
1,275
|
|
|
8,083
|
|
|
791
|
|
|
18,731
|
|
||||||
Mall operating expenses
|
23,869
|
|
|
7,073
|
|
|
6,852
|
|
|
33,453
|
|
|
2,111
|
|
|
73,358
|
|
||||||
Property taxes
|
1,486
|
|
|
—
|
|
|
—
|
|
|
7,123
|
|
|
1,093
|
|
|
9,702
|
|
||||||
Provision for (recovery of)
doubtful accounts
|
(281
|
)
|
|
226
|
|
|
(245
|
)
|
|
(5
|
)
|
|
—
|
|
|
(305
|
)
|
||||||
Mall-related expenses
(5)
|
25,074
|
|
|
7,299
|
|
|
6,607
|
|
|
40,571
|
|
|
3,204
|
|
|
82,755
|
|
||||||
For the year ended December 31,
2012 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mall revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Minimum rents
(3)
|
$
|
81,906
|
|
|
$
|
23,068
|
|
|
$
|
10,770
|
|
|
$
|
109,468
|
|
|
$
|
800
|
|
|
$
|
226,012
|
|
Overage rents
|
36,434
|
|
|
54,909
|
|
|
1,566
|
|
|
14,941
|
|
|
735
|
|
|
108,585
|
|
||||||
CAM, levies and management fees
|
21,182
|
|
|
5,500
|
|
|
3,738
|
|
|
31,910
|
|
|
—
|
|
|
62,330
|
|
||||||
Total mall revenues
|
139,522
|
|
|
83,477
|
|
|
16,074
|
|
|
156,319
|
|
|
1,535
|
|
|
396,927
|
|
||||||
Mall operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common area maintenance
|
15,573
|
|
|
4,051
|
|
|
2,485
|
|
|
25,928
|
|
|
1,077
|
|
|
49,114
|
|
||||||
Management fees and other direct
operating expenses
|
7,344
|
|
|
1,895
|
|
|
1,226
|
|
|
8,828
|
|
|
356
|
|
|
19,649
|
|
||||||
Mall operating expenses
|
22,917
|
|
|
5,946
|
|
|
3,711
|
|
|
34,756
|
|
|
1,433
|
|
|
68,763
|
|
||||||
Property taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
8,548
|
|
|
759
|
|
|
9,307
|
|
||||||
Provision for doubtful accounts
|
410
|
|
|
330
|
|
|
607
|
|
|
123
|
|
|
—
|
|
|
1,470
|
|
||||||
Mall-related expenses
(5)
|
23,327
|
|
|
6,276
|
|
|
4,318
|
|
|
43,427
|
|
|
2,192
|
|
|
79,540
|
|
(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)
|
Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
|
(3)
|
Minimum rents include base rents and straight-line adjustments of base rents.
|
(4)
|
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, during the year ended December 31, 2014, the Company reversed $1.5 million of previously recognized property taxes for The Venetian Macao. Additionally, as previously described, Marina Bay Sands received a $90.1 million property tax refund in December 2014, of which $9.0 million related to the mall.
|
(5)
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Net cash generated from operating activities
|
$
|
4,832,844
|
|
|
$
|
4,439,412
|
|
|
$
|
3,057,757
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Change in restricted cash and cash equivalents
|
270
|
|
|
(382
|
)
|
|
693
|
|
|||
Capital expenditures
|
(1,178,656
|
)
|
|
(898,111
|
)
|
|
(1,449,234
|
)
|
|||
Proceeds from disposal of property and equipment
|
1,818
|
|
|
32,155
|
|
|
2,909
|
|
|||
Acquisition of intangible assets
|
—
|
|
|
(45,871
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,176,568
|
)
|
|
(912,209
|
)
|
|
(1,445,632
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
55,650
|
|
|
69,596
|
|
|
46,240
|
|
|||
Excess tax benefits from stock-based compensation
|
3,585
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(1,676,802
|
)
|
|
(561,150
|
)
|
|
—
|
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
350
|
|
|
528,908
|
|
|||
Dividends paid
|
(2,386,657
|
)
|
|
(1,564,049
|
)
|
|
(3,442,312
|
)
|
|||
Distributions to noncontrolling interests
|
(9,773
|
)
|
|
(11,858
|
)
|
|
(10,466
|
)
|
|||
Deemed distribution to Principal Stockholder
|
—
|
|
|
—
|
|
|
(18,576
|
)
|
|||
Proceeds from long-term debt
|
2,497,725
|
|
|
3,183,107
|
|
|
4,351,486
|
|
|||
Repayments of long-term debt
|
(2,117,466
|
)
|
|
(3,513,032
|
)
|
|
(4,399,698
|
)
|
|||
Payments of deferred financing costs
|
(88,048
|
)
|
|
(35,414
|
)
|
|
(100,888
|
)
|
|||
Net cash used in financing activities
|
(3,721,786
|
)
|
|
(2,432,450
|
)
|
|
(3,045,306
|
)
|
|||
Effect of exchange rate on cash
|
(28,585
|
)
|
|
(7,105
|
)
|
|
43,229
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(94,095
|
)
|
|
$
|
1,087,648
|
|
|
$
|
(1,389,952
|
)
|
|
Payments Due by Period Ending December 31, 2014
(11)
|
||||||||||||||||||
|
Less than
1 Year
|
|
2-3 Years
|
|
4-5 Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-Term Debt Obligations
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
2013 U.S. Credit Facility — Term B
|
$
|
22,500
|
|
|
$
|
45,000
|
|
|
$
|
45,000
|
|
|
$
|
2,115,000
|
|
|
$
|
2,227,500
|
|
2013 U.S. Credit Facility — Revolving
|
—
|
|
|
—
|
|
|
1,020,000
|
|
|
—
|
|
|
1,020,000
|
|
|||||
Airplane Financings
|
3,688
|
|
|
59,983
|
|
|
—
|
|
|
—
|
|
|
63,671
|
|
|||||
HVAC Equipment Lease
(2)
|
1,464
|
|
|
2,738
|
|
|
12,417
|
|
|
—
|
|
|
16,619
|
|
|||||
U.S. Other
|
261
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|||||
2011 VML Credit Facility — Extended Term
|
—
|
|
|
179,119
|
|
|
1,397,123
|
|
|
812,002
|
|
|
2,388,244
|
|
|||||
2011 VML Credit Facility — Extended Revolving
|
—
|
|
|
—
|
|
|
—
|
|
|
820,024
|
|
|
820,024
|
|
|||||
Macao Other
|
2,271
|
|
|
3,219
|
|
|
204
|
|
|
—
|
|
|
5,694
|
|
|||||
2012 Singapore Credit Facility — Term
|
69,550
|
|
|
139,101
|
|
|
1,373,622
|
|
|
1,877,864
|
|
|
3,460,137
|
|
|||||
Fixed Interest Payments
|
1,372
|
|
|
2,175
|
|
|
1,297
|
|
|
—
|
|
|
4,844
|
|
|||||
Variable Interest Payments
(3)
|
226,755
|
|
|
442,446
|
|
|
382,402
|
|
|
95,849
|
|
|
1,147,452
|
|
|||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Former Tenants
(4)
|
400
|
|
|
800
|
|
|
800
|
|
|
4,400
|
|
|
6,400
|
|
|||||
Employment Agreements
(5)
|
5,500
|
|
|
6,500
|
|
|
6,500
|
|
|
—
|
|
|
18,500
|
|
|||||
Macao Leasehold Interests in Land
(6)
|
5,096
|
|
|
10,552
|
|
|
10,552
|
|
|
70,536
|
|
|
96,736
|
|
|||||
Mall Leases
(7)
|
8,582
|
|
|
17,244
|
|
|
16,170
|
|
|
78,333
|
|
|
120,329
|
|
|||||
Macao Annual Premium
(8)
|
42,682
|
|
|
85,364
|
|
|
85,364
|
|
|
106,704
|
|
|
320,114
|
|
|||||
Parking Lot Lease
(9)
|
1,200
|
|
|
2,400
|
|
|
2,400
|
|
|
101,100
|
|
|
107,100
|
|
|||||
Other Operating Leases
(10)
|
13,860
|
|
|
12,092
|
|
|
3,486
|
|
|
—
|
|
|
29,438
|
|
|||||
Total
|
$
|
405,181
|
|
|
$
|
1,008,873
|
|
|
$
|
4,357,337
|
|
|
$
|
6,081,812
|
|
|
$
|
11,853,203
|
|
(1)
|
See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further details on these financing transactions.
|
(2)
|
In July 2009, we entered into a capital lease agreement with our current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. We are obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease has been capitalized at the present value of the future minimum lease payments at lease inception.
|
(3)
|
Based on
December 31, 2014
, London Inter-Bank Offered Rate (“LIBOR”) of 0.3%, Hong Kong Inter-Bank Offered Rate (“HIBOR”) of 0.4% and Singapore Swap Offer Rate (“SOR”) of 0.7% plus the applicable interest rate spread in accordance with the respective debt agreements.
|
(4)
|
We are party to tenant lease termination and asset purchase agreements. Under the agreement for The Grand Canal Shoppes sale, we are obligated to fulfill the lease termination and asset purchase agreements.
|
(5)
|
We are party to employment agreements with three of our executive officers, with remaining terms of one to five years.
|
(6)
|
We are party to long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter in accordance with Macao law.
|
(7)
|
We are party to certain leaseback agreements for the theater, gondola and certain office and retail space related to the sales of The Grand Canal Shoppes and The Shoppes at the Palazzo.
|
(8)
|
In addition to the 39% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual premium with a fixed portion and a variable portion, which is based on the number and type of gaming tables and gaming machines we operate. Based on the gaming tables and gaming machines in operation as of
December 31, 2014
, the annual premium is approximately
$42.7 million
payable to the Macao government through the termination of the gaming subconcession in June 2022.
|
(9)
|
We are party to a 99-year lease agreement (89 years remaining) for a parking structure located adjacent to The Venetian Las Vegas.
|
(10)
|
We are party to certain operating leases for real estate, various equipment and service arrangements.
|
(11)
|
As of
December 31, 2014
, we had a $12.2 million liability related to unrecognized tax benefits; we do not expect this liability to result in a payment of cash within the next 12 months. We are unable to reasonably estimate the timing of the liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.
|
•
|
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;
|
•
|
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.
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair
Value
(1)
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate
|
$
|
95.7
|
|
|
$
|
95.7
|
|
|
$
|
327.5
|
|
|
$
|
1,686.5
|
|
|
$
|
2,149.3
|
|
|
$
|
5,624.9
|
|
|
$
|
9,979.6
|
|
|
$
|
9,778.8
|
|
Average interest rate
(2)
|
2.6
|
%
|
|
2.6
|
%
|
|
1.9
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
2.3
|
%
|
|
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cap Agreements
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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 fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable rate indebtedness. Based on variable rate debt levels as of
December 31, 2014
, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $89.2 million.
|
(3)
|
As of
December 31, 2014
, we have 4 interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.
|
Financial Statements:
|
|
Financial Statement Schedule:
|
|
/s/ Deloitte & Touche LLP
|
|
Las Vegas, Nevada
|
February 27, 2015
|
/s/ Deloitte & Touche LLP
|
|
Las Vegas, Nevada
|
February 27, 2015
|
/s/ PricewaterhouseCoopers LLP
|
|
Florham Park, New Jersey
|
March 1, 2013
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands,
except share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,506,319
|
|
|
$
|
3,600,414
|
|
Restricted cash and cash equivalents
|
6,566
|
|
|
6,839
|
|
||
Accounts receivable, net
|
1,510,772
|
|
|
1,762,110
|
|
||
Inventories
|
41,674
|
|
|
41,946
|
|
||
Prepaid expenses and other
|
125,168
|
|
|
104,230
|
|
||
Total current assets
|
5,190,499
|
|
|
5,515,539
|
|
||
Property and equipment, net
|
15,372,474
|
|
|
15,358,953
|
|
||
Deferred financing costs, net
|
205,596
|
|
|
185,964
|
|
||
Deferred income taxes, net
|
31,720
|
|
|
13,821
|
|
||
Leasehold interests in land, net
|
1,353,090
|
|
|
1,428,819
|
|
||
Intangible assets, net
|
86,260
|
|
|
102,081
|
|
||
Other assets, net
|
122,052
|
|
|
119,087
|
|
||
Total assets
|
$
|
22,361,691
|
|
|
$
|
22,724,264
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
112,721
|
|
|
$
|
119,194
|
|
Construction payables
|
270,929
|
|
|
241,560
|
|
||
Accrued interest payable
|
7,943
|
|
|
6,551
|
|
||
Other accrued liabilities
|
1,984,444
|
|
|
2,194,866
|
|
||
Deferred income taxes
|
12,522
|
|
|
13,309
|
|
||
Income taxes payable
|
224,201
|
|
|
176,678
|
|
||
Current maturities of long-term debt
|
99,734
|
|
|
377,507
|
|
||
Total current liabilities
|
2,712,494
|
|
|
3,129,665
|
|
||
Other long-term liabilities
|
124,614
|
|
|
112,195
|
|
||
Deferred income taxes
|
188,935
|
|
|
173,211
|
|
||
Deferred proceeds from sale of The Shoppes at The Palazzo
|
268,710
|
|
|
268,541
|
|
||
Deferred gain on sale of The Grand Canal Shoppes
|
37,968
|
|
|
40,416
|
|
||
Deferred rent from mall sale transactions
|
115,475
|
|
|
116,955
|
|
||
Long-term debt
|
9,892,913
|
|
|
9,382,752
|
|
||
Total liabilities
|
13,341,109
|
|
|
13,223,735
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 829,280,328 and 827,273,217 shares issued, and 798,258,172 and 818,702,936 shares outstanding
|
829
|
|
|
827
|
|
||
Treasury stock, at cost, 31,022,156 and 8,570,281 shares
|
(2,237,952
|
)
|
|
(570,520
|
)
|
||
Capital in excess of par value
|
6,428,762
|
|
|
6,348,065
|
|
||
Accumulated other comprehensive income
|
76,101
|
|
|
173,783
|
|
||
Retained earnings
|
2,945,846
|
|
|
1,713,339
|
|
||
Total Las Vegas Sands Corp. stockholders’ equity
|
7,213,586
|
|
|
7,665,494
|
|
||
Noncontrolling interests
|
1,806,996
|
|
|
1,835,035
|
|
||
Total equity
|
9,020,582
|
|
|
9,500,529
|
|
||
Total liabilities and equity
|
$
|
22,361,691
|
|
|
$
|
22,724,264
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands, except share and per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Casino
|
$
|
12,004,361
|
|
|
$
|
11,386,917
|
|
|
$
|
9,008,158
|
|
Rooms
|
1,540,420
|
|
|
1,380,681
|
|
|
1,154,024
|
|
|||
Food and beverage
|
778,769
|
|
|
730,259
|
|
|
628,528
|
|
|||
Mall
|
553,534
|
|
|
481,400
|
|
|
396,927
|
|
|||
Convention, retail and other
|
548,704
|
|
|
515,179
|
|
|
497,032
|
|
|||
|
15,425,788
|
|
|
14,494,436
|
|
|
11,684,669
|
|
|||
Less — promotional allowances
|
(841,939
|
)
|
|
(724,551
|
)
|
|
(553,537
|
)
|
|||
Net revenues
|
14,583,849
|
|
|
13,769,885
|
|
|
11,131,132
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Casino
|
6,705,534
|
|
|
6,483,718
|
|
|
5,128,036
|
|
|||
Rooms
|
256,835
|
|
|
271,942
|
|
|
237,303
|
|
|||
Food and beverage
|
392,560
|
|
|
369,570
|
|
|
331,210
|
|
|||
Mall
|
69,732
|
|
|
73,358
|
|
|
68,763
|
|
|||
Convention, retail and other
|
320,759
|
|
|
317,869
|
|
|
304,263
|
|
|||
Provision for doubtful accounts
|
186,722
|
|
|
237,786
|
|
|
239,332
|
|
|||
General and administrative
|
1,258,133
|
|
|
1,329,740
|
|
|
1,061,935
|
|
|||
Corporate
|
174,750
|
|
|
189,535
|
|
|
207,030
|
|
|||
Pre-opening
|
26,230
|
|
|
13,339
|
|
|
143,795
|
|
|||
Development
|
14,325
|
|
|
15,809
|
|
|
19,958
|
|
|||
Depreciation and amortization
|
1,031,589
|
|
|
1,007,468
|
|
|
892,046
|
|
|||
Amortization of leasehold interests in land
|
40,598
|
|
|
40,352
|
|
|
40,165
|
|
|||
Impairment loss
|
—
|
|
|
—
|
|
|
143,674
|
|
|||
Loss on disposal of assets
|
6,856
|
|
|
11,156
|
|
|
2,240
|
|
|||
|
10,484,623
|
|
|
10,361,642
|
|
|
8,819,750
|
|
|||
Operating income
|
4,099,226
|
|
|
3,408,243
|
|
|
2,311,382
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
25,643
|
|
|
16,337
|
|
|
23,252
|
|
|||
Interest expense, net of amounts capitalized
|
(274,181
|
)
|
|
(271,211
|
)
|
|
(258,564
|
)
|
|||
Other income
|
1,965
|
|
|
4,321
|
|
|
5,740
|
|
|||
Loss on modification or early retirement of debt
|
(19,942
|
)
|
|
(14,178
|
)
|
|
(19,234
|
)
|
|||
Income before income taxes
|
3,832,711
|
|
|
3,143,512
|
|
|
2,062,576
|
|
|||
Income tax expense
|
(244,640
|
)
|
|
(188,836
|
)
|
|
(180,763
|
)
|
|||
Net income
|
3,588,071
|
|
|
2,954,676
|
|
|
1,881,813
|
|
|||
Net income attributable to noncontrolling interests
|
(747,442
|
)
|
|
(648,679
|
)
|
|
(357,720
|
)
|
|||
Net income attributable to Las Vegas Sands Corp.
|
$
|
2,840,629
|
|
|
$
|
2,305,997
|
|
|
$
|
1,524,093
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.52
|
|
|
$
|
2.80
|
|
|
$
|
1.89
|
|
Diluted
|
$
|
3.52
|
|
|
$
|
2.79
|
|
|
$
|
1.85
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
806,130,838
|
|
|
822,282,515
|
|
|
806,395,660
|
|
|||
Diluted
|
808,019,219
|
|
|
826,316,108
|
|
|
824,556,036
|
|
|||
Dividends declared per common share
|
$
|
2.00
|
|
|
$
|
1.40
|
|
|
$
|
3.75
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
3,588,071
|
|
|
$
|
2,954,676
|
|
|
$
|
1,881,813
|
|
Currency translation adjustment, net of reclassification adjustment and before and after tax
|
(98,414
|
)
|
|
(89,976
|
)
|
|
172,788
|
|
|||
Total comprehensive income
|
3,489,657
|
|
|
2,864,700
|
|
|
2,054,601
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(746,710
|
)
|
|
(647,998
|
)
|
|
(361,534
|
)
|
|||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
2,742,947
|
|
|
$
|
2,216,702
|
|
|
$
|
1,693,067
|
|
|
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
|
||||||||||||||
|
|
||||||||||||||||||||||||||
Balance at January 1, 2012
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
5,610,160
|
|
|
$
|
94,104
|
|
|
$
|
2,145,692
|
|
|
$
|
1,588,463
|
|
|
$
|
9,439,152
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,524,093
|
|
|
357,720
|
|
|
1,881,813
|
|
|||||||
Currency translation adjustment, net of reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
168,974
|
|
|
—
|
|
|
3,814
|
|
|
172,788
|
|
|||||||
Exercise of stock options
|
2
|
|
|
—
|
|
|
40,038
|
|
|
—
|
|
|
—
|
|
|
6,200
|
|
|
46,240
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
63,102
|
|
|
—
|
|
|
—
|
|
|
3,264
|
|
|
66,366
|
|
|||||||
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of warrants
|
88
|
|
|
—
|
|
|
528,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
528,908
|
|
|||||||
Acquisition of remaining shares of noncontrolling interest
|
—
|
|
|
—
|
|
|
(4,631
|
)
|
|
—
|
|
|
—
|
|
|
4,631
|
|
|
—
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,090,757
|
)
|
|
(357,056
|
)
|
|
(3,447,813
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,466
|
)
|
|
(10,466
|
)
|
|||||||
Deemed distribution to Principal Stockholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,576
|
)
|
|
—
|
|
|
(18,576
|
)
|
|||||||
Balance at December 31, 2012
|
824
|
|
|
—
|
|
|
6,237,488
|
|
|
263,078
|
|
|
560,452
|
|
|
1,596,570
|
|
|
8,658,412
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,305,997
|
|
|
648,679
|
|
|
2,954,676
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,295
|
)
|
|
—
|
|
|
(681
|
)
|
|
(89,976
|
)
|
|||||||
Exercise of stock options
|
3
|
|
|
—
|
|
|
60,065
|
|
|
—
|
|
|
—
|
|
|
9,528
|
|
|
69,596
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
50,162
|
|
|
—
|
|
|
—
|
|
|
4,156
|
|
|
54,318
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(570,520
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(570,520
|
)
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,153,110
|
)
|
|
(411,359
|
)
|
|
(1,564,469
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,858
|
)
|
|
(11,858
|
)
|
|||||||
Balance at December 31, 2013
|
827
|
|
|
(570,520
|
)
|
|
6,348,065
|
|
|
173,783
|
|
|
1,713,339
|
|
|
1,835,035
|
|
|
9,500,529
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,840,629
|
|
|
747,442
|
|
|
3,588,071
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,682
|
)
|
|
—
|
|
|
(732
|
)
|
|
(98,414
|
)
|
|||||||
Exercise of stock options
|
2
|
|
|
—
|
|
|
49,663
|
|
|
—
|
|
|
—
|
|
|
5,985
|
|
|
55,650
|
|
|||||||
Tax shortfall from stock-based compensation
|
—
|
|
|
—
|
|
|
(12,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,365
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
43,399
|
|
|
—
|
|
|
—
|
|
|
6,096
|
|
|
49,495
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(1,667,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,667,432
|
)
|
|||||||
Disposition of interest in majority owned subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(487
|
)
|
|
(487
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,608,122
|
)
|
|
(776,570
|
)
|
|
(2,384,692
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,773
|
)
|
|
(9,773
|
)
|
|||||||
Balance at December 31, 2014
|
$
|
829
|
|
|
$
|
(2,237,952
|
)
|
|
$
|
6,428,762
|
|
|
$
|
76,101
|
|
|
$
|
2,945,846
|
|
|
$
|
1,806,996
|
|
|
$
|
9,020,582
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,588,071
|
|
|
$
|
2,954,676
|
|
|
$
|
1,881,813
|
|
Adjustments to reconcile net income to net cash generated from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,031,589
|
|
|
1,007,468
|
|
|
892,046
|
|
|||
Amortization of leasehold interests in land
|
40,598
|
|
|
40,352
|
|
|
40,165
|
|
|||
Amortization of deferred financing costs and original issue discount
|
50,978
|
|
|
56,792
|
|
|
50,476
|
|
|||
Amortization of deferred gain on and rent from mall sale transactions
|
(3,928
|
)
|
|
(4,944
|
)
|
|
(4,944
|
)
|
|||
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo
|
985
|
|
|
1,376
|
|
|
1,732
|
|
|||
Non-cash loss on modification or early retirement of debt
|
15,345
|
|
|
3,255
|
|
|
16,313
|
|
|||
Impairment and loss on disposal of assets
|
6,856
|
|
|
11,156
|
|
|
145,914
|
|
|||
Stock-based compensation expense
|
48,058
|
|
|
53,377
|
|
|
65,428
|
|
|||
Provision for doubtful accounts
|
186,722
|
|
|
237,786
|
|
|
239,332
|
|
|||
Foreign exchange gain
|
(11,842
|
)
|
|
(13,029
|
)
|
|
(2,799
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(3,585
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(3,235
|
)
|
|
(4,245
|
)
|
|
5,188
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
37,411
|
|
|
(209,055
|
)
|
|
(675,461
|
)
|
|||
Inventories
|
(30
|
)
|
|
1,113
|
|
|
(8,355
|
)
|
|||
Prepaid expenses and other
|
(26,667
|
)
|
|
(1,134
|
)
|
|
(32,995
|
)
|
|||
Leasehold interests in land
|
(3,428
|
)
|
|
(47,906
|
)
|
|
(45,542
|
)
|
|||
Accounts payable
|
(5,215
|
)
|
|
13,777
|
|
|
788
|
|
|||
Accrued interest payable
|
1,683
|
|
|
(8,608
|
)
|
|
(17,005
|
)
|
|||
Income taxes payable
|
60,706
|
|
|
18,911
|
|
|
47,309
|
|
|||
Other accrued liabilities
|
(178,228
|
)
|
|
328,294
|
|
|
458,354
|
|
|||
Net cash generated from operating activities
|
4,832,844
|
|
|
4,439,412
|
|
|
3,057,757
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Change in restricted cash and cash equivalents
|
270
|
|
|
(382
|
)
|
|
693
|
|
|||
Capital expenditures
|
(1,178,656
|
)
|
|
(898,111
|
)
|
|
(1,449,234
|
)
|
|||
Proceeds from disposal of property and equipment
|
1,818
|
|
|
32,155
|
|
|
2,909
|
|
|||
Acquisition of intangible assets
|
—
|
|
|
(45,871
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,176,568
|
)
|
|
(912,209
|
)
|
|
(1,445,632
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
55,650
|
|
|
69,596
|
|
|
46,240
|
|
|||
Excess tax benefits from stock-based compensation
|
3,585
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(1,676,802
|
)
|
|
(561,150
|
)
|
|
—
|
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
350
|
|
|
528,908
|
|
|||
Dividends paid
|
(2,386,657
|
)
|
|
(1,564,049
|
)
|
|
(3,442,312
|
)
|
|||
Distributions to noncontrolling interests
|
(9,773
|
)
|
|
(11,858
|
)
|
|
(10,466
|
)
|
|||
Deemed distribution to Principal Stockholder
|
—
|
|
|
—
|
|
|
(18,576
|
)
|
|||
Proceeds from long-term debt (Note 8)
|
2,497,725
|
|
|
3,183,107
|
|
|
4,351,486
|
|
|||
Repayments of long-term debt (Note 8)
|
(2,117,466
|
)
|
|
(3,513,032
|
)
|
|
(4,399,698
|
)
|
|||
Payments of deferred financing costs
|
(88,048
|
)
|
|
(35,414
|
)
|
|
(100,888
|
)
|
|||
Net cash used in financing activities
|
(3,721,786
|
)
|
|
(2,432,450
|
)
|
|
(3,045,306
|
)
|
|||
Effect of exchange rate on cash
|
(28,585
|
)
|
|
(7,105
|
)
|
|
43,229
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(94,095
|
)
|
|
1,087,648
|
|
|
(1,389,952
|
)
|
|||
Cash and cash equivalents at beginning of year
|
3,600,414
|
|
|
2,512,766
|
|
|
3,902,718
|
|
|||
Cash and cash equivalents at end of year
|
$
|
3,506,319
|
|
|
$
|
3,600,414
|
|
|
$
|
2,512,766
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash payments for interest, net of amounts capitalized
|
$
|
206,621
|
|
|
$
|
208,242
|
|
|
$
|
209,091
|
|
Cash payments for taxes, net of refunds
|
$
|
187,897
|
|
|
$
|
173,276
|
|
|
$
|
115,045
|
|
Changes in construction payables
|
$
|
29,369
|
|
|
$
|
(101,812
|
)
|
|
$
|
(16,537
|
)
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capitalized stock-based compensation costs
|
$
|
1,437
|
|
|
$
|
941
|
|
|
$
|
938
|
|
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities
|
$
|
(1,965
|
)
|
|
$
|
420
|
|
|
$
|
5,501
|
|
Change in common stock repurchase payable included in other accrued liabilities
|
$
|
(9,370
|
)
|
|
$
|
9,370
|
|
|
$
|
—
|
|
Disposition of interest in majority owned subsidiary
|
$
|
487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of remaining shares of noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,631
|
|
Property and equipment acquired under capital lease
|
$
|
—
|
|
|
$
|
2,761
|
|
|
$
|
10,109
|
|
Land improvements, building and building improvements
|
15 to 40 years
|
Furniture, fixtures and equipment
|
3 to 20 years
|
Leasehold improvements
|
3 to 10 years
|
Transportation
|
5 to 20 years
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Rooms
|
$
|
463,920
|
|
|
$
|
366,353
|
|
|
$
|
256,738
|
|
Food and beverage
|
243,605
|
|
|
222,195
|
|
|
185,292
|
|
|||
Convention, retail and other
|
134,414
|
|
|
136,003
|
|
|
111,507
|
|
|||
|
$
|
841,939
|
|
|
$
|
724,551
|
|
|
$
|
553,537
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Rooms
|
$
|
100,353
|
|
|
$
|
88,379
|
|
|
$
|
62,201
|
|
Food and beverage
|
176,883
|
|
|
167,223
|
|
|
140,403
|
|
|||
Convention, retail and other
|
100,618
|
|
|
88,214
|
|
|
73,106
|
|
|||
|
$
|
377,854
|
|
|
$
|
343,816
|
|
|
$
|
275,710
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average common shares outstanding (used in the calculation of basic earnings per share)
|
806,130,838
|
|
|
822,282,515
|
|
|
806,395,660
|
|
Potential dilution from stock options, warrants and restricted stock and stock units
|
1,888,381
|
|
|
4,033,593
|
|
|
18,160,376
|
|
Weighted average common and common equivalent shares (used in the calculation of diluted earnings per share)
|
808,019,219
|
|
|
826,316,108
|
|
|
824,556,036
|
|
Antidilutive stock options excluded from the calculation of diluted earnings per share
|
6,024,025
|
|
|
4,455,109
|
|
|
4,700,981
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Casino
|
$
|
1,957,799
|
|
|
$
|
2,110,749
|
|
Mall
|
103,093
|
|
|
125,761
|
|
||
Rooms
|
74,983
|
|
|
106,935
|
|
||
Other
|
48,182
|
|
|
48,392
|
|
||
|
2,184,057
|
|
|
2,391,837
|
|
||
Less — allowance for doubtful accounts
|
(673,285
|
)
|
|
(629,727
|
)
|
||
|
$
|
1,510,772
|
|
|
$
|
1,762,110
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Land and improvements
|
$
|
551,625
|
|
|
$
|
553,561
|
|
Building and improvements
|
15,187,427
|
|
|
15,226,566
|
|
||
Furniture, fixtures, equipment and leasehold improvements
|
3,065,859
|
|
|
2,849,502
|
|
||
Transportation
|
454,278
|
|
|
439,976
|
|
||
Construction in progress
|
1,796,554
|
|
|
1,150,349
|
|
||
|
21,055,743
|
|
|
20,219,954
|
|
||
Less — accumulated depreciation and amortization
|
(5,683,269
|
)
|
|
(4,861,001
|
)
|
||
|
$
|
15,372,474
|
|
|
$
|
15,358,953
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
The Parisian Macao
|
$
|
749,176
|
|
|
$
|
318,914
|
|
Four Seasons Macao (principally the Four Seasons Apartments)
|
417,920
|
|
|
394,404
|
|
||
Sands Cotai Central
|
289,518
|
|
|
111,704
|
|
||
Other
|
339,940
|
|
|
325,327
|
|
||
|
$
|
1,796,554
|
|
|
$
|
1,150,349
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Marina Bay Sands
|
$
|
1,038,636
|
|
|
$
|
1,083,249
|
|
Sands Cotai Central
|
237,050
|
|
|
236,588
|
|
||
The Venetian Macao
|
178,203
|
|
|
176,536
|
|
||
Four Seasons Macao
|
88,232
|
|
|
87,620
|
|
||
The Parisian Macao
|
74,298
|
|
|
74,102
|
|
||
Sands Macao
|
28,022
|
|
|
27,795
|
|
||
|
1,644,441
|
|
|
1,685,890
|
|
||
Less — accumulated amortization
|
(291,351
|
)
|
|
(257,071
|
)
|
||
|
$
|
1,353,090
|
|
|
$
|
1,428,819
|
|
2015
|
$
|
5,096
|
|
2016
|
5,276
|
|
|
2017
|
5,276
|
|
|
2018
|
5,276
|
|
|
2019
|
5,276
|
|
|
Thereafter
|
70,536
|
|
|
|
$
|
96,736
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Sands Bethlehem gaming license and certificate
|
$
|
66,500
|
|
|
$
|
66,500
|
|
|
|
|
|
||||
Marina Bay Sands gaming license
|
43,091
|
|
|
44,942
|
|
||
Less — accumulated amortization
|
(24,139
|
)
|
|
(10,195
|
)
|
||
|
18,952
|
|
|
34,747
|
|
||
Trademarks and other
|
1,116
|
|
|
1,141
|
|
||
Less — accumulated amortization
|
(308
|
)
|
|
(307
|
)
|
||
|
808
|
|
|
834
|
|
||
Total intangible assets, net
|
$
|
86,260
|
|
|
$
|
102,081
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Outstanding gaming chips and tokens
|
$
|
581,187
|
|
|
$
|
572,121
|
|
Customer deposits
|
464,588
|
|
|
450,550
|
|
||
Taxes and licenses
|
349,455
|
|
|
570,111
|
|
||
Payroll and related
|
296,791
|
|
|
308,404
|
|
||
Other accruals
|
292,423
|
|
|
293,680
|
|
||
|
$
|
1,984,444
|
|
|
$
|
2,194,866
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Corporate and U.S. Related:
|
|
|
|
||||
2013 U.S. Credit Facility — Term B (net of original issue discount of $9,643 and $11,250, respectively)
|
$
|
2,217,857
|
|
|
$
|
2,238,750
|
|
2013 U.S. Credit Facility — Revolving
|
1,020,000
|
|
|
590,000
|
|
||
Airplane Financings
|
63,671
|
|
|
67,359
|
|
||
HVAC Equipment Lease
|
16,619
|
|
|
18,140
|
|
||
Other
|
401
|
|
|
2,335
|
|
||
Macao Related:
|
|
|
|
||||
2011 VML Credit Facility — Extended Term
|
2,388,244
|
|
|
—
|
|
||
2011 VML Credit Facility — Term
|
—
|
|
|
3,208,869
|
|
||
2011 VML Credit Facility — Extended Revolving
|
820,024
|
|
|
—
|
|
||
Other
|
5,694
|
|
|
7,910
|
|
||
Singapore Related:
|
|
|
|
||||
2012 Singapore Credit Facility — Term
|
3,460,137
|
|
|
3,626,896
|
|
||
|
9,992,647
|
|
|
9,760,259
|
|
||
Less — current maturities
|
(99,734
|
)
|
|
(377,507
|
)
|
||
Total long-term debt
|
$
|
9,892,913
|
|
|
$
|
9,382,752
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Proceeds from 2013 U.S. Credit Facility
|
$
|
1,678,000
|
|
|
$
|
2,828,750
|
|
|
$
|
—
|
|
Proceeds from 2011 VML Credit Facility
|
819,725
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Senior Secured Credit Facility
|
—
|
|
|
250,000
|
|
|
400,000
|
|
|||
Proceeds from 2012 Singapore Credit Facility
|
—
|
|
|
104,357
|
|
|
3,951,486
|
|
|||
|
$
|
2,497,725
|
|
|
$
|
3,183,107
|
|
|
$
|
4,351,486
|
|
Repayments on 2013 U.S. Credit Facility
|
$
|
(1,270,500
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Repayments on 2011 VML Credit Facility
|
(819,680
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments on 2012 Singapore Credit Facility
|
(17,930
|
)
|
|
(430,504
|
)
|
|
—
|
|
|||
Repayments on Senior Secured Credit Facility
|
—
|
|
|
(3,073,038
|
)
|
|
(425,555
|
)
|
|||
Repayments on Singapore Credit Facility
|
—
|
|
|
—
|
|
|
(3,635,676
|
)
|
|||
Redemption or repurchase and cancellation of Senior Notes
|
—
|
|
|
—
|
|
|
(189,712
|
)
|
|||
Repayments on Airplane Financings
|
(3,688
|
)
|
|
(3,688
|
)
|
|
(3,688
|
)
|
|||
Repayments on Ferry Financing
|
—
|
|
|
—
|
|
|
(140,337
|
)
|
|||
Repayments on HVAC Equipment Lease and Other Long-Term Debt
|
(5,668
|
)
|
|
(5,802
|
)
|
|
(4,730
|
)
|
|||
|
$
|
(2,117,466
|
)
|
|
$
|
(3,513,032
|
)
|
|
$
|
(4,399,698
|
)
|
|
Capital
Lease Obligations
|
|
Long-term
Debt
|
||||
2015
|
$
|
5,368
|
|
|
$
|
95,738
|
|
2016
|
4,824
|
|
|
95,738
|
|
||
2017
|
3,448
|
|
|
327,465
|
|
||
2018
|
2,357
|
|
|
1,686,482
|
|
||
2019
|
11,561
|
|
|
2,149,263
|
|
||
Thereafter
|
—
|
|
|
5,624,890
|
|
||
|
27,558
|
|
|
9,979,576
|
|
||
Less — amount representing interest
|
(4,844
|
)
|
|
—
|
|
||
Total
|
$
|
22,714
|
|
|
$
|
9,979,576
|
|
Balance as of January 1, 2012
|
733,249,698
|
|
Exercise of stock options
|
2,387,831
|
|
Issuance of restricted stock
|
516,556
|
|
Forfeiture of unvested restricted stock
|
(12,000
|
)
|
Exercise of warrants
|
88,155,671
|
|
Balance as of December 31, 2012
|
824,297,756
|
|
Exercise of stock options
|
2,777,127
|
|
Issuance of restricted stock
|
146,848
|
|
Forfeiture of unvested restricted stock
|
(13,076
|
)
|
Repurchase of common stock
|
(8,570,281
|
)
|
Exercise of warrants
|
64,562
|
|
Balance as of December 31, 2013
|
818,702,936
|
|
Exercise of stock options
|
1,955,108
|
|
Issuance of restricted stock
|
31,137
|
|
Vesting of restricted stock units
|
29,541
|
|
Forfeiture of unvested restricted stock
|
(8,675
|
)
|
Repurchase of common stock
|
(22,451,875
|
)
|
Balance as of December 31, 2014
|
798,258,172
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign
|
$
|
3,799,941
|
|
|
$
|
3,109,982
|
|
|
$
|
2,089,243
|
|
Domestic
|
32,770
|
|
|
33,530
|
|
|
(26,667
|
)
|
|||
Total income before income taxes
|
$
|
3,832,711
|
|
|
$
|
3,143,512
|
|
|
$
|
2,062,576
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign:
|
|
|
|
|
|
||||||
Current
|
$
|
252,476
|
|
|
$
|
195,154
|
|
|
$
|
163,199
|
|
Deferred
|
(1,369
|
)
|
|
(6,318
|
)
|
|
17,848
|
|
|||
Federal:
|
|
|
|
|
|
||||||
Current
|
(4,601
|
)
|
|
(2,073
|
)
|
|
12,379
|
|
|||
Deferred
|
(1,866
|
)
|
|
2,073
|
|
|
(12,660
|
)
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total income tax expense
|
$
|
244,640
|
|
|
$
|
188,836
|
|
|
$
|
180,763
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in tax rate resulting from:
|
|
|
|
|
|
|||
U.S. foreign tax credits
|
(80.3
|
)%
|
|
(19.0
|
)%
|
|
(162.1
|
)%
|
Repatriation of foreign earnings
|
53.6
|
%
|
|
14.6
|
%
|
|
110.5
|
%
|
Change in valuation allowance
|
26.7
|
%
|
|
6.0
|
%
|
|
54.3
|
%
|
Foreign and U.S. tax rate differential
|
(20.9
|
)%
|
|
(21.1
|
)%
|
|
(20.8
|
)%
|
Tax exempt income of foreign subsidiary (Macao)
|
(8.5
|
)%
|
|
(9.6
|
)%
|
|
(10.0
|
)%
|
Change in uncertain tax positions
|
—
|
%
|
|
—
|
%
|
|
0.7
|
%
|
Other, net
|
0.8
|
%
|
|
0.1
|
%
|
|
1.2
|
%
|
Effective tax rate
|
6.4
|
%
|
|
6.0
|
%
|
|
8.8
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
U.S. foreign tax credit carryforwards
|
$
|
2,257,048
|
|
|
$
|
1,280,121
|
|
Net operating loss carryforwards
|
255,623
|
|
|
245,652
|
|
||
Pre-opening expenses
|
32,773
|
|
|
39,409
|
|
||
Stock-based compensation
|
31,565
|
|
|
46,952
|
|
||
Accrued expenses
|
31,563
|
|
|
36,746
|
|
||
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo
|
31,412
|
|
|
33,008
|
|
||
Allowance for doubtful accounts
|
30,861
|
|
|
26,392
|
|
||
State deferred items
|
12,361
|
|
|
14,109
|
|
||
Other tax credit carryforwards
|
2,059
|
|
|
181
|
|
||
Other
|
5,443
|
|
|
6,362
|
|
||
|
2,690,708
|
|
|
1,728,932
|
|
||
Less — valuation allowances
|
(2,484,653
|
)
|
|
(1,519,268
|
)
|
||
Total deferred tax assets
|
206,055
|
|
|
209,664
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(319,354
|
)
|
|
(338,284
|
)
|
||
Prepaid expenses
|
(5,836
|
)
|
|
(8,966
|
)
|
||
Other
|
(50,602
|
)
|
|
(35,113
|
)
|
||
Total deferred tax liabilities
|
(375,792
|
)
|
|
(382,363
|
)
|
||
Deferred tax liabilities, net
|
$
|
(169,737
|
)
|
|
$
|
(172,699
|
)
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at the beginning of the year
|
$
|
56,659
|
|
|
$
|
59,338
|
|
|
$
|
43,411
|
|
Additions to tax positions related to prior years
|
1,101
|
|
|
4,431
|
|
|
8,959
|
|
|||
Reductions to tax positions related to prior years
|
(462
|
)
|
|
(12,063
|
)
|
|
—
|
|
|||
Additions to tax positions related to current year
|
6,196
|
|
|
5,706
|
|
|
6,968
|
|
|||
Settlements
|
—
|
|
|
(753
|
)
|
|
—
|
|
|||
Lapse in statutes of limitations
|
(729
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at the end of the year
|
$
|
62,765
|
|
|
$
|
56,659
|
|
|
$
|
59,338
|
|
(1)
|
The Company has short-term investments classified as cash equivalents as the original maturities are
less than 90 days
.
|
(2)
|
As of
December 31, 2014
and
2013
, the Company has
4
and
22
interest rate cap agreements, respectively, with an aggregate fair value of approximately
$3,000
and
$0.2 million
, respectively, based on quoted market values from the institutions holding the agreements.
|
2015
|
$
|
7,717
|
|
2016
|
7,717
|
|
|
2017
|
7,718
|
|
|
2018
|
7,718
|
|
|
2019
|
7,942
|
|
|
Thereafter
|
78,333
|
|
|
|
$
|
117,145
|
|
•
|
do not have a material impact on the financial statements of the Company;
|
•
|
do not warrant any restatement of the Company’s past financial statements; and
|
•
|
do not represent a material weakness in the Company’s internal controls over financial reporting as of
December 31, 2014
.
|
2015
|
$
|
15,060
|
|
2016
|
8,709
|
|
|
2017
|
5,783
|
|
|
2018
|
4,686
|
|
|
2019
|
1,200
|
|
|
Thereafter
|
101,100
|
|
|
Total minimum payments
|
$
|
136,538
|
|
2015
|
$
|
407,294
|
|
2016
|
358,692
|
|
|
2017
|
289,366
|
|
|
2018
|
216,504
|
|
|
2019
|
171,566
|
|
|
Thereafter
|
314,479
|
|
|
Total minimum future rentals
|
$
|
1,757,901
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
LVSC 2004 Plan:
|
|
|
|
|
|
|||
Weighted average volatility
|
56.5
|
%
|
|
94.8
|
%
|
|
95.2
|
%
|
Expected term (in years)
|
6.0
|
|
|
5.5
|
|
|
5.5
|
|
Risk-free rate
|
1.7
|
%
|
|
1.3
|
%
|
|
1.1
|
%
|
Expected dividends
|
4.6
|
%
|
|
2.5
|
%
|
|
1.9
|
%
|
SCL Equity Plan:
|
|
|
|
|
|
|||
Weighted average volatility
|
65.1
|
%
|
|
67.7
|
%
|
|
70.0
|
%
|
Expected term (in years)
|
6.3
|
|
|
6.3
|
|
|
6.2
|
|
Risk-free rate
|
1.3
|
%
|
|
0.7
|
%
|
|
0.5
|
%
|
Expected dividends
|
3.0
|
%
|
|
3.1
|
%
|
|
4.0
|
%
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
LVSC 2004 Plan:
|
|
|
|
|
|
|
|
|||||
Outstanding as of January 1, 2014
|
6,907,191
|
|
|
$
|
49.18
|
|
|
|
|
|
||
Granted
|
2,359,455
|
|
|
56.74
|
|
|
|
|
|
|||
Exercised
|
(1,955,108
|
)
|
|
23.00
|
|
|
|
|
|
|||
Forfeited
|
(347,369
|
)
|
|
65.95
|
|
|
|
|
|
|||
Outstanding as of December 31, 2014
|
6,964,169
|
|
|
$
|
58.25
|
|
|
5.88
|
|
$
|
51,865,574
|
|
Exercisable as of December 31, 2014
|
3,975,245
|
|
|
$
|
59.89
|
|
|
3.21
|
|
$
|
44,022,494
|
|
SCL Equity Plan:
|
|
|
|
|
|
|
|
|||||
Outstanding as of January 1, 2014
|
17,607,046
|
|
|
$
|
3.49
|
|
|
|
|
|
||
Exercised
|
(112,875
|
)
|
|
2.07
|
|
|
|
|
|
|||
Forfeited
|
(244,700
|
)
|
|
7.02
|
|
|
|
|
|
|||
Outstanding as of February 14, 2014
|
17,249,471
|
|
|
3.45
|
|
|
|
|
|
|||
Outstanding as of February 15, 2014
(1)
|
17,249,471
|
|
|
3.35
|
|
|
|
|
|
|||
Granted
|
11,660,500
|
|
|
7.43
|
|
|
|
|
|
|||
Exercised
|
(4,394,825
|
)
|
|
2.36
|
|
|
|
|
|
|||
Forfeited
|
(1,265,450
|
)
|
|
4.83
|
|
|
|
|
|
|||
Outstanding as of December 31, 2014
|
23,249,696
|
|
|
$
|
5.50
|
|
|
8.28
|
|
$
|
17,316,424
|
|
Exercisable as of December 31, 2014
|
5,139,498
|
|
|
$
|
2.90
|
|
|
6.67
|
|
$
|
10,692,221
|
|
(1)
|
As a result of SCL declaring a special dividend on January 24, 2014, the exercise price of all SCL stock options outstanding on February 14, 2014, was reduced by
$0.10
per share. This adjustment was the result of an antidilution provision in the SCL Equity Plan and did not result in any additional compensation expense.
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
LVSC 2004 Plan:
|
|
|
|
|||
Unvested restricted stock as of January 1, 2014
|
912,713
|
|
|
$
|
45.94
|
|
Granted
|
31,137
|
|
|
75.46
|
|
|
Vested
|
(426,370
|
)
|
|
42.00
|
|
|
Forfeited
|
(8,675
|
)
|
|
40.34
|
|
|
Unvested restricted stock as of December 31, 2014
|
508,805
|
|
|
$
|
51.15
|
|
Unvested restricted stock units as of January 1, 2014
|
387,707
|
|
|
$
|
38.47
|
|
Granted
|
9,984
|
|
|
68.30
|
|
|
Vested
|
(29,541
|
)
|
|
49.40
|
|
|
Forfeited
|
(209,000
|
)
|
|
25.02
|
|
|
Unvested restricted stock units as of December 31, 2014
|
159,150
|
|
|
$
|
55.98
|
|
SCL Equity Plan:
|
|
|
|
|||
Unvested restricted stock units as of January 1, 2014
|
2,608,400
|
|
|
$
|
6.64
|
|
Granted
|
362,800
|
|
|
6.81
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Unvested restricted stock units as of December 31, 2014
|
2,971,200
|
|
|
$
|
6.66
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Compensation expense:
|
|
|
|
|
|
||||||
Stock options
|
$
|
24,964
|
|
|
$
|
32,549
|
|
|
$
|
35,777
|
|
Restricted stock and stock units
|
23,094
|
|
|
20,828
|
|
|
29,651
|
|
|||
|
$
|
48,058
|
|
|
$
|
53,377
|
|
|
$
|
65,428
|
|
Income tax benefit recognized in the consolidated statements of operations
|
$
|
6,743
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensation cost capitalized as part of property and equipment
|
$
|
1,437
|
|
|
$
|
941
|
|
|
$
|
938
|
|
LVSC 2004 Plan:
|
|
|
|
|
|
||||||
Stock options granted
|
2,359
|
|
|
288
|
|
|
537
|
|
|||
Weighted average grant date fair value
|
$
|
20.25
|
|
|
$
|
35.76
|
|
|
$
|
36.17
|
|
Restricted stock granted
|
31
|
|
|
47
|
|
|
517
|
|
|||
Weighted average grant date fair value
|
$
|
75.46
|
|
|
$
|
54.72
|
|
|
$
|
52.97
|
|
Restricted stock units granted
|
10
|
|
|
123
|
|
|
333
|
|
|||
Weighted average grant date fair value
|
$
|
68.30
|
|
|
$
|
58.82
|
|
|
$
|
25.98
|
|
Stock options exercised:
|
|
|
|
|
|
||||||
Intrinsic value
|
$
|
105,386
|
|
|
$
|
129,149
|
|
|
$
|
84,761
|
|
Cash received
|
$
|
44,973
|
|
|
$
|
50,223
|
|
|
$
|
34,668
|
|
Tax benefit realized for tax deductions from stock-based compensation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SCL Equity Plan:
|
|
|
|
|
|
||||||
Stock options granted
|
11,661
|
|
|
4,537
|
|
|
7,762
|
|
|||
Weighted average grant date fair value
|
$
|
3.40
|
|
|
$
|
2.63
|
|
|
$
|
1.65
|
|
Restricted stock units granted
|
363
|
|
|
2,608
|
|
|
—
|
|
|||
Weighted average grant date fair value
|
$
|
6.81
|
|
|
$
|
6.64
|
|
|
$
|
—
|
|
Stock options exercised:
|
|
|
|
|
|
||||||
Intrinsic value
|
$
|
19,282
|
|
|
$
|
25,786
|
|
|
$
|
12,261
|
|
Cash received
|
$
|
10,677
|
|
|
$
|
19,373
|
|
|
$
|
11,572
|
|
Tax benefit realized for tax deductions from stock-based compensation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net Revenues
|
|
|
|
|
|
||||||
Macao:
|
|
|
|
|
|
||||||
The Venetian Macao
|
$
|
4,040,681
|
|
|
$
|
3,851,230
|
|
|
$
|
3,037,975
|
|
Sands Cotai Central
|
3,133,864
|
|
|
2,698,430
|
|
|
1,052,124
|
|
|||
Four Seasons Macao
|
1,107,779
|
|
|
1,065,405
|
|
|
1,086,456
|
|
|||
Sands Macao
|
1,174,795
|
|
|
1,237,016
|
|
|
1,250,552
|
|
|||
Other Asia
|
151,778
|
|
|
139,572
|
|
|
148,330
|
|
|||
|
9,608,897
|
|
|
8,991,653
|
|
|
6,575,437
|
|
|||
Marina Bay Sands
|
3,214,210
|
|
|
2,968,366
|
|
|
2,886,139
|
|
|||
United States:
|
|
|
|
|
|
||||||
Las Vegas Operating Properties
|
1,478,769
|
|
|
1,518,024
|
|
|
1,384,629
|
|
|||
Sands Bethlehem
|
504,237
|
|
|
496,738
|
|
|
470,458
|
|
|||
|
1,983,006
|
|
|
2,014,762
|
|
|
1,855,087
|
|
|||
Intersegment eliminations
|
(222,264
|
)
|
|
(204,896
|
)
|
|
(185,531
|
)
|
|||
Total net revenues
|
$
|
14,583,849
|
|
|
$
|
13,769,885
|
|
|
$
|
11,131,132
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Intersegment Revenues
|
|
|
|
|
|
||||||
Macao:
|
|
|
|
|
|
||||||
The Venetian Macao
|
$
|
5,591
|
|
|
$
|
5,296
|
|
|
$
|
5,125
|
|
Sands Cotai Central
|
301
|
|
|
356
|
|
|
251
|
|
|||
Other Asia
|
42,330
|
|
|
34,120
|
|
|
32,748
|
|
|||
|
48,222
|
|
|
39,772
|
|
|
38,124
|
|
|||
Marina Bay Sands
|
12,209
|
|
|
9,548
|
|
|
3,449
|
|
|||
Las Vegas Operating Properties
|
161,833
|
|
|
155,576
|
|
|
143,958
|
|
|||
Total intersegment revenues
|
$
|
222,264
|
|
|
$
|
204,896
|
|
|
$
|
185,531
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Adjusted Property EBITDA
(1)
|
|
|
|
|
|
||||||
Macao:
|
|
|
|
|
|
||||||
The Venetian Macao
|
$
|
1,546,323
|
|
|
$
|
1,499,937
|
|
|
$
|
1,143,245
|
|
Sands Cotai Central
|
1,001,487
|
|
|
739,723
|
|
|
213,476
|
|
|||
Four Seasons Macao
|
374,899
|
|
|
305,040
|
|
|
288,170
|
|
|||
Sands Macao
|
338,590
|
|
|
362,858
|
|
|
350,639
|
|
|||
Other Asia
|
3,493
|
|
|
(3,855
|
)
|
|
(15,950
|
)
|
|||
|
3,264,792
|
|
|
2,903,703
|
|
|
1,979,580
|
|
|||
Marina Bay Sands
|
1,723,147
|
|
|
1,384,576
|
|
|
1,366,245
|
|
|||
United States:
|
|
|
|
|
|
||||||
Las Vegas Operating Properties
|
313,913
|
|
|
351,739
|
|
|
331,182
|
|
|||
Sands Bethlehem
|
120,491
|
|
|
123,337
|
|
|
114,055
|
|
|||
|
434,404
|
|
|
475,076
|
|
|
445,237
|
|
|||
Total adjusted property EBITDA
|
5,422,343
|
|
|
4,763,355
|
|
|
3,791,062
|
|
|||
Other Operating Costs and Expenses
|
|
|
|
|
|
||||||
Stock-based compensation
|
(28,769
|
)
|
|
(30,053
|
)
|
|
(30,772
|
)
|
|||
Legal settlement
|
—
|
|
|
(47,400
|
)
|
|
—
|
|
|||
Corporate
|
(174,750
|
)
|
|
(189,535
|
)
|
|
(207,030
|
)
|
|||
Pre-opening
|
(26,230
|
)
|
|
(13,339
|
)
|
|
(143,795
|
)
|
|||
Development
|
(14,325
|
)
|
|
(15,809
|
)
|
|
(19,958
|
)
|
|||
Depreciation and amortization
|
(1,031,589
|
)
|
|
(1,007,468
|
)
|
|
(892,046
|
)
|
|||
Amortization of leasehold interests in land
|
(40,598
|
)
|
|
(40,352
|
)
|
|
(40,165
|
)
|
|||
Impairment loss
|
—
|
|
|
—
|
|
|
(143,674
|
)
|
|||
Loss on disposal of assets
|
(6,856
|
)
|
|
(11,156
|
)
|
|
(2,240
|
)
|
|||
Operating income
|
4,099,226
|
|
|
3,408,243
|
|
|
2,311,382
|
|
|||
Other Non-Operating Costs and Expenses
|
|
|
|
|
|
||||||
Interest income
|
25,643
|
|
|
16,337
|
|
|
23,252
|
|
|||
Interest expense, net of amounts capitalized
|
(274,181
|
)
|
|
(271,211
|
)
|
|
(258,564
|
)
|
|||
Other income
|
1,965
|
|
|
4,321
|
|
|
5,740
|
|
|||
Loss on modification or early retirement of debt
|
(19,942
|
)
|
|
(14,178
|
)
|
|
(19,234
|
)
|
|||
Income tax expense
|
(244,640
|
)
|
|
(188,836
|
)
|
|
(180,763
|
)
|
|||
Net income
|
$
|
3,588,071
|
|
|
$
|
2,954,676
|
|
|
$
|
1,881,813
|
|
(1)
|
Adjusted property EBITDA is net income before intersegment royalty fees, stock-based compensation expense, legal settlement expense (see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income, 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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Corporate and Other
|
$
|
32,030
|
|
|
$
|
41,152
|
|
|
$
|
100,887
|
|
Macao:
|
|
|
|
|
|
||||||
The Venetian Macao
|
125,293
|
|
|
96,172
|
|
|
112,351
|
|
|||
Sands Cotai Central
|
345,748
|
|
|
262,540
|
|
|
862,951
|
|
|||
Four Seasons Macao
|
41,440
|
|
|
15,003
|
|
|
28,143
|
|
|||
Sands Macao
|
40,402
|
|
|
26,491
|
|
|
25,076
|
|
|||
Other Asia
|
2,617
|
|
|
1,319
|
|
|
1,193
|
|
|||
The Parisian Macao
|
390,582
|
|
|
212,842
|
|
|
20,393
|
|
|||
|
946,082
|
|
|
614,367
|
|
|
1,050,107
|
|
|||
Marina Bay Sands
|
79,612
|
|
|
142,706
|
|
|
119,647
|
|
|||
United States:
|
|
|
|
|
|
||||||
Las Vegas Operating Properties
|
108,666
|
|
|
93,191
|
|
|
156,205
|
|
|||
Sands Bethlehem
|
12,266
|
|
|
6,695
|
|
|
22,388
|
|
|||
|
120,932
|
|
|
99,886
|
|
|
178,593
|
|
|||
Total capital expenditures
|
$
|
1,178,656
|
|
|
$
|
898,111
|
|
|
$
|
1,449,234
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Total Assets
|
|
|
|
|
|
||||||
Corporate and Other
|
$
|
613,683
|
|
|
$
|
630,673
|
|
|
$
|
586,788
|
|
Macao:
|
|
|
|
|
|
||||||
The Venetian Macao
|
3,900,921
|
|
|
4,367,533
|
|
|
3,254,193
|
|
|||
Sands Cotai Central
|
4,761,907
|
|
|
4,669,358
|
|
|
4,791,560
|
|
|||
Four Seasons Macao
|
1,157,502
|
|
|
1,273,654
|
|
|
1,338,714
|
|
|||
Sands Macao
|
414,689
|
|
|
383,444
|
|
|
414,531
|
|
|||
Other Asia
|
304,463
|
|
|
328,332
|
|
|
345,522
|
|
|||
The Parisian Macao
|
805,220
|
|
|
376,014
|
|
|
118,975
|
|
|||
Other Development Projects
|
91
|
|
|
169
|
|
|
123
|
|
|||
|
11,344,793
|
|
|
11,398,504
|
|
|
10,263,618
|
|
|||
Marina Bay Sands
|
6,106,397
|
|
|
6,354,231
|
|
|
6,941,510
|
|
|||
United States:
|
|
|
|
|
|
||||||
Las Vegas Operating Properties
|
3,623,808
|
|
|
3,653,127
|
|
|
3,605,513
|
|
|||
Sands Bethlehem
|
673,010
|
|
|
687,729
|
|
|
766,223
|
|
|||
|
4,296,818
|
|
|
4,340,856
|
|
|
4,371,736
|
|
|||
Total assets
|
$
|
22,361,691
|
|
|
$
|
22,724,264
|
|
|
$
|
22,163,652
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Total Long-Lived Assets
|
|
|
|
|
|
||||||
Corporate and Other
|
$
|
357,071
|
|
|
$
|
388,448
|
|
|
$
|
398,100
|
|
Macao:
|
|
|
|
|
|
||||||
The Venetian Macao
|
1,893,032
|
|
|
1,925,040
|
|
|
1,968,415
|
|
|||
Sands Cotai Central
|
3,814,699
|
|
|
3,772,095
|
|
|
3,836,471
|
|
|||
Four Seasons Macao
|
932,034
|
|
|
928,396
|
|
|
971,732
|
|
|||
Sands Macao
|
286,640
|
|
|
279,395
|
|
|
285,344
|
|
|||
Other Asia
|
177,335
|
|
|
189,136
|
|
|
202,392
|
|
|||
The Parisian Macao
|
804,328
|
|
|
376,014
|
|
|
118,912
|
|
|||
|
7,908,068
|
|
|
7,470,076
|
|
|
7,383,266
|
|
|||
Marina Bay Sands
|
4,874,263
|
|
|
5,277,126
|
|
|
5,657,351
|
|
|||
United States:
|
|
|
|
|
|
||||||
Las Vegas Operating Properties
|
3,024,380
|
|
|
3,073,793
|
|
|
3,179,426
|
|
|||
Sands Bethlehem
|
561,782
|
|
|
578,329
|
|
|
607,346
|
|
|||
|
3,586,162
|
|
|
3,652,122
|
|
|
3,786,772
|
|
|||
Total long-lived assets
|
$
|
16,725,564
|
|
|
$
|
16,787,772
|
|
|
$
|
17,225,489
|
|
|
LVSC
(Non-Guarantor Parent)
|
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
114,125
|
|
|
$
|
345,399
|
|
|
$
|
3,046,795
|
|
|
$
|
—
|
|
|
$
|
3,506,319
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
6,566
|
|
|
—
|
|
|
6,566
|
|
|||||
Intercompany receivables
|
431,754
|
|
|
255,371
|
|
|
—
|
|
|
(687,125
|
)
|
|
—
|
|
|||||
Intercompany notes receivables
|
—
|
|
|
—
|
|
|
370,836
|
|
|
(370,836
|
)
|
|
—
|
|
|||||
Accounts receivable, net
|
15,144
|
|
|
270,838
|
|
|
1,224,790
|
|
|
—
|
|
|
1,510,772
|
|
|||||
Inventories
|
5,238
|
|
|
10,745
|
|
|
25,691
|
|
|
—
|
|
|
41,674
|
|
|||||
Deferred income taxes, net
|
6,803
|
|
|
31,240
|
|
|
1,196
|
|
|
(39,239
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
26,210
|
|
|
11,889
|
|
|
87,530
|
|
|
(461
|
)
|
|
125,168
|
|
|||||
Total current assets
|
599,274
|
|
|
925,482
|
|
|
4,763,404
|
|
|
(1,097,661
|
)
|
|
5,190,499
|
|
|||||
Property and equipment, net
|
130,155
|
|
|
2,979,485
|
|
|
12,262,834
|
|
|
—
|
|
|
15,372,474
|
|
|||||
Investments in subsidiaries
|
7,010,357
|
|
|
5,864,848
|
|
|
—
|
|
|
(12,875,205
|
)
|
|
—
|
|
|||||
Deferred financing costs, net
|
123
|
|
|
25,153
|
|
|
180,320
|
|
|
—
|
|
|
205,596
|
|
|||||
Intercompany receivables
|
226
|
|
|
38,763
|
|
|
—
|
|
|
(38,989
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
1,250,544
|
|
|
—
|
|
|
(1,250,544
|
)
|
|
—
|
|
|||||
Deferred income taxes, net
|
—
|
|
|
—
|
|
|
127,963
|
|
|
(96,243
|
)
|
|
31,720
|
|
|||||
Leasehold interests in land, net
|
—
|
|
|
—
|
|
|
1,353,090
|
|
|
—
|
|
|
1,353,090
|
|
|||||
Intangible assets, net
|
690
|
|
|
—
|
|
|
85,570
|
|
|
—
|
|
|
86,260
|
|
|||||
Other assets, net
|
714
|
|
|
19,736
|
|
|
101,602
|
|
|
—
|
|
|
122,052
|
|
|||||
Total assets
|
$
|
7,741,539
|
|
|
$
|
11,104,011
|
|
|
$
|
18,874,783
|
|
|
$
|
(15,358,642
|
)
|
|
$
|
22,361,691
|
|
Accounts payable
|
$
|
8,065
|
|
|
$
|
25,489
|
|
|
$
|
79,167
|
|
|
$
|
—
|
|
|
$
|
112,721
|
|
Construction payables
|
156
|
|
|
4,001
|
|
|
266,772
|
|
|
—
|
|
|
270,929
|
|
|||||
Intercompany payables
|
—
|
|
|
430,596
|
|
|
256,529
|
|
|
(687,125
|
)
|
|
—
|
|
|||||
Intercompany notes payable
|
370,836
|
|
|
—
|
|
|
—
|
|
|
(370,836
|
)
|
|
—
|
|
|||||
Accrued interest payable
|
76
|
|
|
1,030
|
|
|
6,837
|
|
|
—
|
|
|
7,943
|
|
|||||
Other accrued liabilities
|
31,050
|
|
|
233,781
|
|
|
1,719,613
|
|
|
—
|
|
|
1,984,444
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
51,761
|
|
|
(39,239
|
)
|
|
12,522
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
224,662
|
|
|
(461
|
)
|
|
224,201
|
|
|||||
Current maturities of long-term debt
|
3,688
|
|
|
24,224
|
|
|
71,822
|
|
|
—
|
|
|
99,734
|
|
|||||
Total current liabilities
|
413,871
|
|
|
719,121
|
|
|
2,677,163
|
|
|
(1,097,661
|
)
|
|
2,712,494
|
|
|||||
Other long-term liabilities
|
3,014
|
|
|
9,255
|
|
|
112,345
|
|
|
—
|
|
|
124,614
|
|
|||||
Intercompany payables
|
—
|
|
|
—
|
|
|
38,989
|
|
|
(38,989
|
)
|
|
—
|
|
|||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
1,250,544
|
|
|
(1,250,544
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
51,085
|
|
|
45,158
|
|
|
188,935
|
|
|
(96,243
|
)
|
|
188,935
|
|
|||||
Deferred amounts related to mall transactions
|
—
|
|
|
422,153
|
|
|
—
|
|
|
—
|
|
|
422,153
|
|
|||||
Long-term debt
|
59,983
|
|
|
3,230,653
|
|
|
6,602,277
|
|
|
—
|
|
|
9,892,913
|
|
|||||
Total liabilities
|
527,953
|
|
|
4,426,340
|
|
|
10,870,253
|
|
|
(2,483,437
|
)
|
|
13,341,109
|
|
|||||
Total Las Vegas Sands Corp. stockholders’ equity
|
7,213,586
|
|
|
6,677,266
|
|
|
6,197,939
|
|
|
(12,875,205
|
)
|
|
7,213,586
|
|
|||||
Noncontrolling interests
|
—
|
|
|
405
|
|
|
1,806,591
|
|
|
—
|
|
|
1,806,996
|
|
|||||
Total equity
|
7,213,586
|
|
|
6,677,671
|
|
|
8,004,530
|
|
|
(12,875,205
|
)
|
|
9,020,582
|
|
|||||
Total liabilities and equity
|
$
|
7,741,539
|
|
|
$
|
11,104,011
|
|
|
$
|
18,874,783
|
|
|
$
|
(15,358,642
|
)
|
|
$
|
22,361,691
|
|
|
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 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
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
$
|
—
|
|
|
$
|
509,206
|
|
|
$
|
11,495,155
|
|
|
$
|
—
|
|
|
$
|
12,004,361
|
|
Rooms
|
—
|
|
|
491,493
|
|
|
1,048,927
|
|
|
—
|
|
|
1,540,420
|
|
|||||
Food and beverage
|
—
|
|
|
201,892
|
|
|
576,877
|
|
|
—
|
|
|
778,769
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
553,534
|
|
|
—
|
|
|
553,534
|
|
|||||
Convention, retail and other
|
—
|
|
|
320,409
|
|
|
410,967
|
|
|
(182,672
|
)
|
|
548,704
|
|
|||||
|
—
|
|
|
1,523,000
|
|
|
14,085,460
|
|
|
(182,672
|
)
|
|
15,425,788
|
|
|||||
Less — promotional allowances
|
(1,279
|
)
|
|
(88,929
|
)
|
|
(749,504
|
)
|
|
(2,227
|
)
|
|
(841,939
|
)
|
|||||
Net revenues
|
(1,279
|
)
|
|
1,434,071
|
|
|
13,335,956
|
|
|
(184,899
|
)
|
|
14,583,849
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
—
|
|
|
298,641
|
|
|
6,410,119
|
|
|
(3,226
|
)
|
|
6,705,534
|
|
|||||
Rooms
|
—
|
|
|
139,837
|
|
|
116,998
|
|
|
—
|
|
|
256,835
|
|
|||||
Food and beverage
|
—
|
|
|
99,427
|
|
|
297,212
|
|
|
(4,079
|
)
|
|
392,560
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
69,732
|
|
|
—
|
|
|
69,732
|
|
|||||
Convention, retail and other
|
—
|
|
|
101,983
|
|
|
249,968
|
|
|
(31,192
|
)
|
|
320,759
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
37,059
|
|
|
149,663
|
|
|
—
|
|
|
186,722
|
|
|||||
General and administrative
|
—
|
|
|
305,279
|
|
|
953,831
|
|
|
(977
|
)
|
|
1,258,133
|
|
|||||
Corporate
|
156,775
|
|
|
1,807
|
|
|
161,570
|
|
|
(145,402
|
)
|
|
174,750
|
|
|||||
Pre-opening
|
—
|
|
|
98
|
|
|
26,133
|
|
|
(1
|
)
|
|
26,230
|
|
|||||
Development
|
14,210
|
|
|
—
|
|
|
137
|
|
|
(22
|
)
|
|
14,325
|
|
|||||
Depreciation and amortization
|
26,020
|
|
|
183,566
|
|
|
822,003
|
|
|
—
|
|
|
1,031,589
|
|
|||||
Amortization of leasehold interests in land
|
—
|
|
|
—
|
|
|
40,598
|
|
|
—
|
|
|
40,598
|
|
|||||
(Gain) loss on disposal of assets
|
(42
|
)
|
|
7,233
|
|
|
(335
|
)
|
|
—
|
|
|
6,856
|
|
|||||
|
196,963
|
|
|
1,174,930
|
|
|
9,297,629
|
|
|
(184,899
|
)
|
|
10,484,623
|
|
|||||
Operating income (loss)
|
(198,242
|
)
|
|
259,141
|
|
|
4,038,327
|
|
|
—
|
|
|
4,099,226
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
180
|
|
|
178,136
|
|
|
30,406
|
|
|
(183,079
|
)
|
|
25,643
|
|
|||||
Interest expense, net of amounts capitalized
|
(6,442
|
)
|
|
(113,546
|
)
|
|
(337,272
|
)
|
|
183,079
|
|
|
(274,181
|
)
|
|||||
Other income (expense)
|
(791
|
)
|
|
(4,732
|
)
|
|
7,488
|
|
|
—
|
|
|
1,965
|
|
|||||
Loss on modification or early retirement of debt
|
—
|
|
|
—
|
|
|
(19,942
|
)
|
|
—
|
|
|
(19,942
|
)
|
|||||
Income from equity investments in subsidiaries
|
2,919,958
|
|
|
2,598,506
|
|
|
—
|
|
|
(5,518,464
|
)
|
|
—
|
|
|||||
Income before income taxes
|
2,714,663
|
|
|
2,917,505
|
|
|
3,719,007
|
|
|
(5,518,464
|
)
|
|
3,832,711
|
|
|||||
Income tax benefit (expense)
|
125,966
|
|
|
(141,089
|
)
|
|
(229,517
|
)
|
|
—
|
|
|
(244,640
|
)
|
|||||
Net income
|
2,840,629
|
|
|
2,776,416
|
|
|
3,489,490
|
|
|
(5,518,464
|
)
|
|
3,588,071
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(2,274
|
)
|
|
(745,168
|
)
|
|
—
|
|
|
(747,442
|
)
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
$
|
2,840,629
|
|
|
$
|
2,774,142
|
|
|
$
|
2,744,322
|
|
|
$
|
(5,518,464
|
)
|
|
$
|
2,840,629
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
$
|
—
|
|
|
$
|
584,372
|
|
|
$
|
10,802,545
|
|
|
$
|
—
|
|
|
$
|
11,386,917
|
|
Rooms
|
—
|
|
|
472,518
|
|
|
908,163
|
|
|
—
|
|
|
1,380,681
|
|
|||||
Food and beverage
|
—
|
|
|
197,371
|
|
|
532,888
|
|
|
—
|
|
|
730,259
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
481,400
|
|
|
—
|
|
|
481,400
|
|
|||||
Convention, retail and other
|
—
|
|
|
310,276
|
|
|
377,791
|
|
|
(172,888
|
)
|
|
515,179
|
|
|||||
|
—
|
|
|
1,564,537
|
|
|
13,102,787
|
|
|
(172,888
|
)
|
|
14,494,436
|
|
|||||
Less — promotional allowances
|
(1,455
|
)
|
|
(91,217
|
)
|
|
(629,994
|
)
|
|
(1,885
|
)
|
|
(724,551
|
)
|
|||||
Net revenues
|
(1,455
|
)
|
|
1,473,320
|
|
|
12,472,793
|
|
|
(174,773
|
)
|
|
13,769,885
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
—
|
|
|
314,966
|
|
|
6,171,744
|
|
|
(2,992
|
)
|
|
6,483,718
|
|
|||||
Rooms
|
—
|
|
|
157,497
|
|
|
114,449
|
|
|
(4
|
)
|
|
271,942
|
|
|||||
Food and beverage
|
—
|
|
|
90,507
|
|
|
283,366
|
|
|
(4,303
|
)
|
|
369,570
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
73,358
|
|
|
—
|
|
|
73,358
|
|
|||||
Convention, retail and other
|
—
|
|
|
106,242
|
|
|
238,296
|
|
|
(26,669
|
)
|
|
317,869
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
29,977
|
|
|
207,809
|
|
|
—
|
|
|
237,786
|
|
|||||
General and administrative
|
—
|
|
|
341,659
|
|
|
988,927
|
|
|
(846
|
)
|
|
1,329,740
|
|
|||||
Corporate
|
164,926
|
|
|
1,264
|
|
|
163,287
|
|
|
(139,942
|
)
|
|
189,535
|
|
|||||
Pre-opening
|
—
|
|
|
911
|
|
|
12,428
|
|
|
—
|
|
|
13,339
|
|
|||||
Development
|
15,207
|
|
|
—
|
|
|
619
|
|
|
(17
|
)
|
|
15,809
|
|
|||||
Depreciation and amortization
|
26,165
|
|
|
186,871
|
|
|
794,432
|
|
|
—
|
|
|
1,007,468
|
|
|||||
Amortization of leasehold interests in land
|
—
|
|
|
—
|
|
|
40,352
|
|
|
—
|
|
|
40,352
|
|
|||||
(Gain) loss on disposal of assets
|
(12,641
|
)
|
|
1,823
|
|
|
21,974
|
|
|
—
|
|
|
11,156
|
|
|||||
|
193,657
|
|
|
1,231,717
|
|
|
9,111,041
|
|
|
(174,773
|
)
|
|
10,361,642
|
|
|||||
Operating income (loss)
|
(195,112
|
)
|
|
241,603
|
|
|
3,361,752
|
|
|
—
|
|
|
3,408,243
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
1,155
|
|
|
173,203
|
|
|
18,189
|
|
|
(176,210
|
)
|
|
16,337
|
|
|||||
Interest expense, net of amounts capitalized
|
(4,269
|
)
|
|
(88,972
|
)
|
|
(354,180
|
)
|
|
176,210
|
|
|
(271,211
|
)
|
|||||
Other income (expense)
|
(5,282
|
)
|
|
(2,322
|
)
|
|
11,925
|
|
|
—
|
|
|
4,321
|
|
|||||
Loss on modification or early retirement of debt
|
—
|
|
|
(14,178
|
)
|
|
—
|
|
|
—
|
|
|
(14,178
|
)
|
|||||
Income from equity investments in subsidiaries
|
2,416,604
|
|
|
2,119,936
|
|
|
—
|
|
|
(4,536,540
|
)
|
|
—
|
|
|||||
Income before income taxes
|
2,213,096
|
|
|
2,429,270
|
|
|
3,037,686
|
|
|
(4,536,540
|
)
|
|
3,143,512
|
|
|||||
Income tax benefit (expense)
|
92,901
|
|
|
(133,519
|
)
|
|
(148,218
|
)
|
|
—
|
|
|
(188,836
|
)
|
|||||
Net income
|
2,305,997
|
|
|
2,295,751
|
|
|
2,889,468
|
|
|
(4,536,540
|
)
|
|
2,954,676
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(2,894
|
)
|
|
(645,785
|
)
|
|
—
|
|
|
(648,679
|
)
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
$
|
2,305,997
|
|
|
$
|
2,292,857
|
|
|
$
|
2,243,683
|
|
|
$
|
(4,536,540
|
)
|
|
$
|
2,305,997
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
$
|
—
|
|
|
$
|
512,647
|
|
|
$
|
8,495,511
|
|
|
$
|
—
|
|
|
$
|
9,008,158
|
|
Rooms
|
—
|
|
|
446,241
|
|
|
707,783
|
|
|
—
|
|
|
1,154,024
|
|
|||||
Food and beverage
|
—
|
|
|
173,111
|
|
|
455,417
|
|
|
—
|
|
|
628,528
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
396,927
|
|
|
—
|
|
|
396,927
|
|
|||||
Convention, retail and other
|
—
|
|
|
294,047
|
|
|
359,342
|
|
|
(156,357
|
)
|
|
497,032
|
|
|||||
|
—
|
|
|
1,426,046
|
|
|
10,414,980
|
|
|
(156,357
|
)
|
|
11,684,669
|
|
|||||
Less — promotional allowances
|
(1,109
|
)
|
|
(84,613
|
)
|
|
(466,177
|
)
|
|
(1,638
|
)
|
|
(553,537
|
)
|
|||||
Net revenues
|
(1,109
|
)
|
|
1,341,433
|
|
|
9,948,803
|
|
|
(157,995
|
)
|
|
11,131,132
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Casino
|
—
|
|
|
288,999
|
|
|
4,841,526
|
|
|
(2,489
|
)
|
|
5,128,036
|
|
|||||
Rooms
|
—
|
|
|
138,356
|
|
|
98,951
|
|
|
(4
|
)
|
|
237,303
|
|
|||||
Food and beverage
|
—
|
|
|
85,206
|
|
|
250,258
|
|
|
(4,254
|
)
|
|
331,210
|
|
|||||
Mall
|
—
|
|
|
—
|
|
|
68,763
|
|
|
—
|
|
|
68,763
|
|
|||||
Convention, retail and other
|
—
|
|
|
84,957
|
|
|
239,904
|
|
|
(20,598
|
)
|
|
304,263
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
28,987
|
|
|
210,345
|
|
|
—
|
|
|
239,332
|
|
|||||
General and administrative
|
—
|
|
|
268,834
|
|
|
793,916
|
|
|
(815
|
)
|
|
1,061,935
|
|
|||||
Corporate
|
188,187
|
|
|
413
|
|
|
148,243
|
|
|
(129,813
|
)
|
|
207,030
|
|
|||||
Pre-opening
|
—
|
|
|
1,909
|
|
|
141,893
|
|
|
(7
|
)
|
|
143,795
|
|
|||||
Development
|
19,973
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
19,958
|
|
|||||
Depreciation and amortization
|
19,921
|
|
|
222,096
|
|
|
650,029
|
|
|
—
|
|
|
892,046
|
|
|||||
Amortization of leasehold interests in land
|
—
|
|
|
—
|
|
|
40,165
|
|
|
—
|
|
|
40,165
|
|
|||||
Impairment loss
|
—
|
|
|
—
|
|
|
143,674
|
|
|
—
|
|
|
143,674
|
|
|||||
(Gain) loss on disposal of assets
|
(1
|
)
|
|
389
|
|
|
1,852
|
|
|
—
|
|
|
2,240
|
|
|||||
|
228,080
|
|
|
1,120,146
|
|
|
7,629,519
|
|
|
(157,995
|
)
|
|
8,819,750
|
|
|||||
Operating income (loss)
|
(229,189
|
)
|
|
221,287
|
|
|
2,319,284
|
|
|
—
|
|
|
2,311,382
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
281
|
|
|
135,153
|
|
|
21,700
|
|
|
(133,882
|
)
|
|
23,252
|
|
|||||
Interest expense, net of amounts capitalized
|
(4,841
|
)
|
|
(91,870
|
)
|
|
(295,735
|
)
|
|
133,882
|
|
|
(258,564
|
)
|
|||||
Other income (expense)
|
(47
|
)
|
|
792
|
|
|
4,995
|
|
|
—
|
|
|
5,740
|
|
|||||
Loss on modification or early retirement of debt
|
(2,831
|
)
|
|
(1,599
|
)
|
|
(14,804
|
)
|
|
—
|
|
|
(19,234
|
)
|
|||||
Income from equity investments in subsidiaries
|
1,705,354
|
|
|
1,430,459
|
|
|
—
|
|
|
(3,135,813
|
)
|
|
—
|
|
|||||
Income before income taxes
|
1,468,727
|
|
|
1,694,222
|
|
|
2,035,440
|
|
|
(3,135,813
|
)
|
|
2,062,576
|
|
|||||
Income tax benefit (expense)
|
55,366
|
|
|
(78,240
|
)
|
|
(157,889
|
)
|
|
—
|
|
|
(180,763
|
)
|
|||||
Net income
|
1,524,093
|
|
|
1,615,982
|
|
|
1,877,551
|
|
|
(3,135,813
|
)
|
|
1,881,813
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(2,733
|
)
|
|
(354,987
|
)
|
|
—
|
|
|
(357,720
|
)
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
$
|
1,524,093
|
|
|
$
|
1,613,249
|
|
|
$
|
1,522,564
|
|
|
$
|
(3,135,813
|
)
|
|
$
|
1,524,093
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net income
|
$
|
2,840,629
|
|
|
$
|
2,776,416
|
|
|
$
|
3,489,490
|
|
|
$
|
(5,518,464
|
)
|
|
$
|
3,588,071
|
|
Currency translation adjustment, before and after tax
|
(97,682
|
)
|
|
(83,039
|
)
|
|
(98,414
|
)
|
|
180,721
|
|
|
(98,414
|
)
|
|||||
Total comprehensive income
|
2,742,947
|
|
|
2,693,377
|
|
|
3,391,076
|
|
|
(5,337,743
|
)
|
|
3,489,657
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(2,274
|
)
|
|
(744,436
|
)
|
|
—
|
|
|
(746,710
|
)
|
|||||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
2,742,947
|
|
|
$
|
2,691,103
|
|
|
$
|
2,646,640
|
|
|
$
|
(5,337,743
|
)
|
|
$
|
2,742,947
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries |
|
Non-Restricted
Subsidiaries |
|
Consolidating/
Eliminating Entries |
|
Total
|
||||||||||
Net income
|
$
|
2,305,997
|
|
|
$
|
2,295,751
|
|
|
$
|
2,889,468
|
|
|
$
|
(4,536,540
|
)
|
|
$
|
2,954,676
|
|
Currency translation adjustment, before and after tax
|
(89,295
|
)
|
|
(75,797
|
)
|
|
(89,976
|
)
|
|
165,092
|
|
|
(89,976
|
)
|
|||||
Total comprehensive income
|
2,216,702
|
|
|
2,219,954
|
|
|
2,799,492
|
|
|
(4,371,448
|
)
|
|
2,864,700
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(2,894
|
)
|
|
(645,104
|
)
|
|
—
|
|
|
(647,998
|
)
|
|||||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
2,216,702
|
|
|
$
|
2,217,060
|
|
|
$
|
2,154,388
|
|
|
$
|
(4,371,448
|
)
|
|
$
|
2,216,702
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries |
|
Non-Restricted
Subsidiaries |
|
Consolidating/
Eliminating Entries |
|
Total
|
||||||||||
Net income
|
$
|
1,524,093
|
|
|
$
|
1,615,982
|
|
|
$
|
1,877,551
|
|
|
$
|
(3,135,813
|
)
|
|
$
|
1,881,813
|
|
Currency translation adjustment, net of reclassification adjustment and before and after tax
|
168,974
|
|
|
143,570
|
|
|
172,788
|
|
|
(312,544
|
)
|
|
172,788
|
|
|||||
Total comprehensive income
|
1,693,067
|
|
|
1,759,552
|
|
|
2,050,339
|
|
|
(3,448,357
|
)
|
|
2,054,601
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(2,733
|
)
|
|
(358,801
|
)
|
|
—
|
|
|
(361,534
|
)
|
|||||
Comprehensive income attributable to Las Vegas Sands Corp.
|
$
|
1,693,067
|
|
|
$
|
1,756,819
|
|
|
$
|
1,691,538
|
|
|
$
|
(3,448,357
|
)
|
|
$
|
1,693,067
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net cash generated from operating activities
|
$
|
3,223,393
|
|
|
$
|
2,915,949
|
|
|
$
|
4,643,445
|
|
|
$
|
(5,949,943
|
)
|
|
$
|
4,832,844
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
|||||
Capital expenditures
|
(31,626
|
)
|
|
(102,502
|
)
|
|
(1,044,528
|
)
|
|
—
|
|
|
(1,178,656
|
)
|
|||||
Proceeds from disposal of property and equipment
|
42
|
|
|
671
|
|
|
1,105
|
|
|
—
|
|
|
1,818
|
|
|||||
Repayments of receivable from non-restricted subsidiaries
|
—
|
|
|
1,889
|
|
|
—
|
|
|
(1,889
|
)
|
|
—
|
|
|||||
Notes receivable to Las Vegas Sands Corp.
|
—
|
|
|
—
|
|
|
(114,155
|
)
|
|
114,155
|
|
|
—
|
|
|||||
Dividends received from non-restricted subsidiaries
|
—
|
|
|
1,418,221
|
|
|
—
|
|
|
(1,418,221
|
)
|
|
—
|
|
|||||
Capital contributions to subsidiaries
|
—
|
|
|
(1,327,991
|
)
|
|
—
|
|
|
1,327,991
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(31,584
|
)
|
|
(9,712
|
)
|
|
(1,157,308
|
)
|
|
22,036
|
|
|
(1,176,568
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
44,973
|
|
|
—
|
|
|
10,677
|
|
|
—
|
|
|
55,650
|
|
|||||
Excess tax benefit from stock option exercises
|
3,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,585
|
|
|||||
Repurchase of common stock
|
(1,676,802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,676,802
|
)
|
|||||
Dividends paid
|
(1,610,087
|
)
|
|
—
|
|
|
(776,570
|
)
|
|
—
|
|
|
(2,386,657
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
(2,274
|
)
|
|
(7,499
|
)
|
|
—
|
|
|
(9,773
|
)
|
|||||
Dividends paid to Las Vegas Sands Corp.
|
—
|
|
|
(3,279,161
|
)
|
|
(129,416
|
)
|
|
3,408,577
|
|
|
—
|
|
|||||
Dividends paid to Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(3,959,587
|
)
|
|
3,959,587
|
|
|
—
|
|
|||||
Capital contributions received
|
—
|
|
|
—
|
|
|
1,327,991
|
|
|
(1,327,991
|
)
|
|
—
|
|
|||||
Borrowings from non-restricted subsidiaries
|
114,155
|
|
|
—
|
|
|
—
|
|
|
(114,155
|
)
|
|
—
|
|
|||||
Repayments on borrowings from Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(1,889
|
)
|
|
1,889
|
|
|
—
|
|
|||||
Proceeds from 2013 U.S. credit facility
|
—
|
|
|
1,678,000
|
|
|
—
|
|
|
—
|
|
|
1,678,000
|
|
|||||
Proceeds from 2011 VML credit facility
|
—
|
|
|
—
|
|
|
819,725
|
|
|
—
|
|
|
819,725
|
|
|||||
Repayments on 2013 U.S. credit facility
|
—
|
|
|
(1,270,500
|
)
|
|
—
|
|
|
—
|
|
|
(1,270,500
|
)
|
|||||
Repayments on 2011 VML credit facility
|
—
|
|
|
—
|
|
|
(819,680
|
)
|
|
—
|
|
|
(819,680
|
)
|
|||||
Repayments on 2012 Singapore credit facility
|
—
|
|
|
—
|
|
|
(17,930
|
)
|
|
—
|
|
|
(17,930
|
)
|
|||||
Repayments on airplane financings
|
(3,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,688
|
)
|
|||||
Repayments on HVAC equipment lease and other long-term debt
|
—
|
|
|
(2,392
|
)
|
|
(3,276
|
)
|
|
—
|
|
|
(5,668
|
)
|
|||||
Payments of deferred financing costs
|
—
|
|
|
—
|
|
|
(88,048
|
)
|
|
—
|
|
|
(88,048
|
)
|
|||||
Net cash used in financing activities
|
(3,127,864
|
)
|
|
(2,876,327
|
)
|
|
(3,645,502
|
)
|
|
5,927,907
|
|
|
(3,721,786
|
)
|
|||||
Effect of exchange rate on cash
|
—
|
|
|
—
|
|
|
(28,585
|
)
|
|
—
|
|
|
(28,585
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
63,945
|
|
|
29,910
|
|
|
(187,950
|
)
|
|
—
|
|
|
(94,095
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
50,180
|
|
|
315,489
|
|
|
3,234,745
|
|
|
—
|
|
|
3,600,414
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
114,125
|
|
|
$
|
345,399
|
|
|
$
|
3,046,795
|
|
|
$
|
—
|
|
|
$
|
3,506,319
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net cash generated from operating activities
|
$
|
1,693,766
|
|
|
$
|
1,892,021
|
|
|
$
|
4,255,589
|
|
|
$
|
(3,401,964
|
)
|
|
$
|
4,439,412
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
1
|
|
|
(383
|
)
|
|
—
|
|
|
(382
|
)
|
|||||
Capital expenditures
|
(29,901
|
)
|
|
(91,900
|
)
|
|
(776,310
|
)
|
|
—
|
|
|
(898,111
|
)
|
|||||
Proceeds from disposal of property and equipment
|
31,000
|
|
|
121
|
|
|
1,034
|
|
|
—
|
|
|
32,155
|
|
|||||
Acquisition of intangible assets
|
—
|
|
|
—
|
|
|
(45,871
|
)
|
|
—
|
|
|
(45,871
|
)
|
|||||
Repayments of receivable from non-restricted subsidiaries
|
—
|
|
|
1,357
|
|
|
—
|
|
|
(1,357
|
)
|
|
—
|
|
|||||
Notes receivable to Las Vegas Sands Corp.
|
—
|
|
|
—
|
|
|
(251,537
|
)
|
|
251,537
|
|
|
—
|
|
|||||
Repayments of receivable from Las Vegas Sands Corp.
|
—
|
|
|
—
|
|
|
237,161
|
|
|
(237,161
|
)
|
|
—
|
|
|||||
Dividends received from non-restricted subsidiaries
|
—
|
|
|
1,383,116
|
|
|
—
|
|
|
(1,383,116
|
)
|
|
—
|
|
|||||
Capital contributions to subsidiaries
|
(68
|
)
|
|
(1,292,416
|
)
|
|
—
|
|
|
1,292,484
|
|
|
—
|
|
|||||
Net cash generated from (used in) investing activities
|
1,031
|
|
|
279
|
|
|
(835,906
|
)
|
|
(77,613
|
)
|
|
(912,209
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
50,223
|
|
|
—
|
|
|
19,373
|
|
|
—
|
|
|
69,596
|
|
|||||
Repurchase of common stock
|
(561,150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(561,150
|
)
|
|||||
Proceeds from exercise of warrants
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|||||
Dividends paid
|
(1,152,690
|
)
|
|
—
|
|
|
(411,359
|
)
|
|
—
|
|
|
(1,564,049
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
(2,894
|
)
|
|
(8,964
|
)
|
|
—
|
|
|
(11,858
|
)
|
|||||
Dividends paid to Las Vegas Sands Corp.
|
—
|
|
|
(1,732,152
|
)
|
|
(108,570
|
)
|
|
1,840,722
|
|
|
—
|
|
|||||
Dividends paid to Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(2,944,358
|
)
|
|
2,944,358
|
|
|
—
|
|
|||||
Capital contributions received
|
—
|
|
|
—
|
|
|
1,292,484
|
|
|
(1,292,484
|
)
|
|
—
|
|
|||||
Borrowings from non-restricted subsidiaries
|
251,537
|
|
|
—
|
|
|
—
|
|
|
(251,537
|
)
|
|
—
|
|
|||||
Repayments on borrowings from Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(1,357
|
)
|
|
1,357
|
|
|
—
|
|
|||||
Repayments on borrowings from non-restricted subsidiaries
|
(237,161
|
)
|
|
—
|
|
|
—
|
|
|
237,161
|
|
|
—
|
|
|||||
Proceeds from 2013 U.S. credit facility
|
—
|
|
|
2,828,750
|
|
|
—
|
|
|
—
|
|
|
2,828,750
|
|
|||||
Proceeds from senior secured credit facility
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Proceeds from 2012 Singapore credit facility
|
—
|
|
|
—
|
|
|
104,357
|
|
|
—
|
|
|
104,357
|
|
|||||
Repayments on senior secured credit facility
|
—
|
|
|
(3,073,038
|
)
|
|
—
|
|
|
—
|
|
|
(3,073,038
|
)
|
|||||
Repayments on 2012 Singapore credit facility
|
—
|
|
|
—
|
|
|
(430,504
|
)
|
|
—
|
|
|
(430,504
|
)
|
|||||
Repayments on airplane financings
|
(3,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,688
|
)
|
|||||
Repayments on HVAC equipment lease and other long-term debt
|
—
|
|
|
(2,350
|
)
|
|
(3,452
|
)
|
|
—
|
|
|
(5,802
|
)
|
|||||
Payments of deferred financing costs
|
—
|
|
|
(27,529
|
)
|
|
(7,885
|
)
|
|
—
|
|
|
(35,414
|
)
|
|||||
Net cash used in financing activities
|
(1,652,579
|
)
|
|
(1,759,213
|
)
|
|
(2,500,235
|
)
|
|
3,479,577
|
|
|
(2,432,450
|
)
|
|||||
Effect of exchange rate on cash
|
—
|
|
|
—
|
|
|
(7,105
|
)
|
|
—
|
|
|
(7,105
|
)
|
|||||
Increase in cash and cash equivalents
|
42,218
|
|
|
133,087
|
|
|
912,343
|
|
|
—
|
|
|
1,087,648
|
|
|||||
Cash and cash equivalents at beginning of year
|
7,962
|
|
|
182,402
|
|
|
2,322,402
|
|
|
—
|
|
|
2,512,766
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
50,180
|
|
|
$
|
315,489
|
|
|
$
|
3,234,745
|
|
|
$
|
—
|
|
|
$
|
3,600,414
|
|
|
LVSC
(Non-Guarantor parent) |
|
Restricted
Subsidiaries
|
|
Non-Restricted
Subsidiaries
|
|
Consolidating/
Eliminating
Entries
|
|
Total
|
||||||||||
Net cash generated from operating activities
|
$
|
2,544,296
|
|
|
$
|
2,177,182
|
|
|
$
|
2,894,423
|
|
|
$
|
(4,558,144
|
)
|
|
$
|
3,057,757
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
(1
|
)
|
|
694
|
|
|
—
|
|
|
693
|
|
|||||
Capital expenditures
|
(50,903
|
)
|
|
(155,936
|
)
|
|
(1,242,395
|
)
|
|
—
|
|
|
(1,449,234
|
)
|
|||||
Proceeds from disposal of property and equipment
|
—
|
|
|
454
|
|
|
2,455
|
|
|
—
|
|
|
2,909
|
|
|||||
Intercompany receivable to non-restricted subsidiaries
|
(20,297
|
)
|
|
—
|
|
|
—
|
|
|
20,297
|
|
|
—
|
|
|||||
Repayments of receivable from non-restricted subsidiaries
|
—
|
|
|
683
|
|
|
—
|
|
|
(683
|
)
|
|
—
|
|
|||||
Notes receivable to Las Vegas Sands Corp.
|
—
|
|
|
—
|
|
|
(237,161
|
)
|
|
237,161
|
|
|
—
|
|
|||||
Notes receivable to non-restricted subsidiaries
|
—
|
|
|
(9,773
|
)
|
|
—
|
|
|
9,773
|
|
|
—
|
|
|||||
Dividends received from non-restricted subsidiaries
|
—
|
|
|
2,564,500
|
|
|
—
|
|
|
(2,564,500
|
)
|
|
—
|
|
|||||
Capital contributions to subsidiaries
|
(64
|
)
|
|
(2,485,000
|
)
|
|
—
|
|
|
2,485,064
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(71,264
|
)
|
|
(85,073
|
)
|
|
(1,476,407
|
)
|
|
187,112
|
|
|
(1,445,632
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
34,668
|
|
|
—
|
|
|
11,572
|
|
|
—
|
|
|
46,240
|
|
|||||
Proceeds from exercise of warrants
|
528,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
528,908
|
|
|||||
Dividends paid
|
(3,085,256
|
)
|
|
—
|
|
|
(357,056
|
)
|
|
—
|
|
|
(3,442,312
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
(2,733
|
)
|
|
(7,733
|
)
|
|
—
|
|
|
(10,466
|
)
|
|||||
Deemed distribution to Principal Stockholder
|
—
|
|
|
—
|
|
|
(18,576
|
)
|
|
—
|
|
|
(18,576
|
)
|
|||||
Dividends paid to Las Vegas Sands Corp.
|
—
|
|
|
(2,568,900
|
)
|
|
(181,191
|
)
|
|
2,750,091
|
|
|
—
|
|
|||||
Dividends paid to Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(4,372,553
|
)
|
|
4,372,553
|
|
|
—
|
|
|||||
Capital contributions received
|
—
|
|
|
—
|
|
|
2,485,064
|
|
|
(2,485,064
|
)
|
|
—
|
|
|||||
Borrowings from Las Vegas Sands Corp.
|
—
|
|
|
—
|
|
|
20,297
|
|
|
(20,297
|
)
|
|
—
|
|
|||||
Borrowings from Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
9,773
|
|
|
(9,773
|
)
|
|
—
|
|
|||||
Borrowings from non-restricted subsidiaries
|
237,161
|
|
|
—
|
|
|
—
|
|
|
(237,161
|
)
|
|
—
|
|
|||||
Repayments on borrowings from Restricted Subsidiaries
|
—
|
|
|
—
|
|
|
(683
|
)
|
|
683
|
|
|
—
|
|
|||||
Proceeds from 2012 Singapore credit facility
|
—
|
|
|
—
|
|
|
3,951,486
|
|
|
—
|
|
|
3,951,486
|
|
|||||
Proceeds from senior secured credit facility
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Repayments on Singapore credit facility
|
—
|
|
|
—
|
|
|
(3,635,676
|
)
|
|
—
|
|
|
(3,635,676
|
)
|
|||||
Repayments on senior secured credit facility
|
—
|
|
|
(425,555
|
)
|
|
—
|
|
|
—
|
|
|
(425,555
|
)
|
|||||
Redemption of senior notes
|
(189,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189,712
|
)
|
|||||
Repayments on ferry financing
|
—
|
|
|
—
|
|
|
(140,337
|
)
|
|
—
|
|
|
(140,337
|
)
|
|||||
Repayments on airplane financings
|
(3,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,688
|
)
|
|||||
Repayments on HVAC equipment lease and other long-term debt
|
—
|
|
|
(2,161
|
)
|
|
(2,569
|
)
|
|
—
|
|
|
(4,730
|
)
|
|||||
Payments of deferred financing costs
|
—
|
|
|
—
|
|
|
(100,888
|
)
|
|
—
|
|
|
(100,888
|
)
|
|||||
Net cash used in financing activities
|
(2,477,919
|
)
|
|
(2,599,349
|
)
|
|
(2,339,070
|
)
|
|
4,371,032
|
|
|
(3,045,306
|
)
|
|||||
Effect of exchange rate on cash
|
—
|
|
|
—
|
|
|
43,229
|
|
|
—
|
|
|
43,229
|
|
|||||
Decrease in cash and cash equivalents
|
(4,887
|
)
|
|
(507,240
|
)
|
|
(877,825
|
)
|
|
—
|
|
|
(1,389,952
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
12,849
|
|
|
689,642
|
|
|
3,200,227
|
|
|
—
|
|
|
3,902,718
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
7,962
|
|
|
$
|
182,402
|
|
|
$
|
2,322,402
|
|
|
$
|
—
|
|
|
$
|
2,512,766
|
|
|
Quarter
|
||||||||||||||||||
|
First
(1)
|
|
Second
|
|
Third
|
|
Fourth
(2)
|
|
Total
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
4,010,384
|
|
|
$
|
3,624,350
|
|
|
$
|
3,533,122
|
|
|
$
|
3,415,993
|
|
|
$
|
14,583,849
|
|
Operating income
|
1,143,825
|
|
|
961,460
|
|
|
971,421
|
|
|
1,022,520
|
|
|
4,099,226
|
|
|||||
Net income
|
996,728
|
|
|
852,844
|
|
|
860,499
|
|
|
878,000
|
|
|
3,588,071
|
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
776,185
|
|
|
671,434
|
|
|
671,705
|
|
|
721,305
|
|
|
2,840,629
|
|
|||||
Basic earnings per share
|
0.95
|
|
|
0.83
|
|
|
0.84
|
|
|
0.90
|
|
|
3.52
|
|
|||||
Diluted earnings per share
|
0.95
|
|
|
0.83
|
|
|
0.83
|
|
|
0.90
|
|
|
3.52
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
3,302,719
|
|
|
$
|
3,242,941
|
|
|
$
|
3,568,540
|
|
|
$
|
3,655,685
|
|
|
$
|
13,769,885
|
|
Operating income
|
826,703
|
|
|
780,641
|
|
|
914,826
|
|
|
886,073
|
|
|
3,408,243
|
|
|||||
Net income
|
703,974
|
|
|
671,673
|
|
|
809,298
|
|
|
769,731
|
|
|
2,954,676
|
|
|||||
Net income attributable to Las Vegas Sands Corp.
|
571,961
|
|
|
529,753
|
|
|
626,744
|
|
|
577,539
|
|
|
2,305,997
|
|
|||||
Basic earnings per share
|
0.69
|
|
|
0.64
|
|
|
0.76
|
|
|
0.71
|
|
|
2.80
|
|
|||||
Diluted earnings per share
|
0.69
|
|
|
0.64
|
|
|
0.76
|
|
|
0.70
|
|
|
2.79
|
|
(1)
|
The second Sheraton tower of Sands Cotai Central opened in January 2013.
|
(2)
|
The Company received a
$90.1 million
refund during December 2014 related to a property tax settlement at Marina Bay Sands for the years 2010 through 2014.
|
Description
|
|
Balance at
Beginning
of Year
|
|
Provision
for
Doubtful
Accounts
|
|
Write-offs,
Net of
Recoveries
|
|
Balance
at End
of Year
|
||||||
|
|
(In thousands)
|
||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
$
|
275,066
|
|
|
239,332
|
|
|
(22,716
|
)
|
|
$
|
491,682
|
|
2013
|
|
$
|
491,682
|
|
|
237,786
|
|
|
(99,741
|
)
|
|
$
|
629,727
|
|
2014
|
|
$
|
629,727
|
|
|
186,722
|
|
|
(143,164
|
)
|
|
$
|
673,285
|
|
Description
|
|
Balance at
Beginning
of Year
|
|
Additions
|
|
Deductions
|
|
Balance
at End
of Year
|
||||||
|
|
(In thousands)
|
||||||||||||
Deferred income tax asset valuation allowance:
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
$
|
325,239
|
|
|
1,088,812
|
|
|
(23,151
|
)
|
|
$
|
1,390,900
|
|
2013
|
|
$
|
1,390,900
|
|
|
149,893
|
|
|
(21,525
|
)
|
|
$
|
1,519,268
|
|
2014
|
|
$
|
1,519,268
|
|
|
1,012,126
|
|
|
(46,741
|
)
|
|
$
|
2,484,653
|
|
Exhibit No.
|
|
Description of Document
|
3.1
|
|
Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, 2004).
|
3.2
|
|
Amended and Restated By-laws of Las Vegas Sands Corp.
|
4.1
|
|
Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, 2004).
|
10.1
|
|
Amendment and Restatement Agreement dated as of December 19, 2013, to the Amended and Restated Credit and Guaranty Agreement dated as of August 18, 2010 among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia (including as Exhibit A thereto the Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013 among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Goldman Sachs Bank USA, Credit Agricole Corporate & Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corporation)(incorporated by reference from Exhibit 10.2 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2013 and filed on February 28, 2014).
|
10.2
|
|
Second Amended and Restated Security Agreement, dated as of December 19, 2013, between each of the parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein (incorporated by reference from Exhibit 10.3 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2013 and filed on February 28, 2014).
|
10.3
|
|
Amendment and Restatement Agreement dated as of March 25, 2014, among VML US Finance LLC, as Borrower, Guarantors Party Hereto, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2014) and filed on May 7, 2014.
|
Exhibit No.
|
|
Description of Document
|
10.4
|
|
Credit Agreement, dated as of September 21, 2011, entered into by and among VML US Finance LLC, Venetian Macau Limited, the financial institutions listed on the signature pages thereto as Lenders, Bank of China Limited, Macau Branch (“BOC”), as administrative agent for the Lenders, Goldman Sachs (Asia) L.L.C., Goldman Sachs Lending Partners LLC, Bank of America, N.A., BOC, Barclays Capital, BNP Paribas Hong Kong Branch, Citigroup Global Markets Asia Limited, Citibank, N.A. Hong Kong Branch, Commerzbank AG, Credit Agricole Corporate and Investment Bank, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Singapore Branch, Industrial and Commercial Bank of China (Macau) Limited, ING Capital L.L.C. and ING Bank NV, Singapore Bank, Sumitomo Mitsui Banking Corporation, UBS Securities LLC and United Overseas Bank Limited, as global coordinators and bookrunners for the Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders and Revolving Loan Lenders and Banco Nacional Ultramarino, S.A., DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as lead arrangers for the Term Loan Facility and Revolving Credit Facility (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2011 and filed on November 9, 2011).
|
10.5
|
|
Credit Agreement, dated as of May 17, 2010, by and among Venetian Orient Limited, the financial institutions listed as Lenders on the signature pages thereto, The Bank of Nova Scotia, as Administrative Agent, Goldman Sachs Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank, N.A., Citigroup Financial Services Limited and Citibank, N.A., Hong Kong Branch, UBS AG Hong Kong Branch, Barclays Capital, The Investment Banking Division of Barclays PLC, Bank of China Limited, Macau Branch (“BOC”), and Industrial and Commercial Bank of China (Macau) Limited (“ICBC”), as Global Coordinators and Bookrunners, and, with the exception of BOC and ICBC, as co-syndication agents for the enders, and Banco Nacional Ultramarino, S.A., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited, as Mandated Lead Arrangers and Bookrunners (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).
|
10.6
|
|
Sponsor Agreement, dated as of May 17, 2010, by and between Sands China Ltd., The Bank of Nova Scotia, as administrative agent, and Bank of China Limited, Macau Branch, as the collateral agent (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).
|
10.7
|
|
Guaranty, dated as of May 17, 2010, is made by Sands China Ltd., and each Subsidiary of Sands China Ltd. Required from time to time to become party hereto pursuant to the Credit Agreement, in favor of and for the benefit of The Bank of Nova Scotia, as administrative agent (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).
|
10.8
|
|
Amendment and Restatement Agreement dated as of August 29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte, Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. (“DBS”), Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS, as agent and security trustee, and DBS, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited, Malayan Banking Berhad, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and CIMB Bank Berhad, Singapore Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility Agreement) (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2014) and filed on November 5, 2014.
|
10.9
|
|
Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, 2012).
|
Exhibit No.
|
|
Description of Document
|
10.10
|
|
Construction Agency Agreement, dated as of May 1, 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).
|
10.11
|
|
Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).
|
10.12
|
|
Addendum to Sands Resort Hotel and Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
|
10.13
|
|
Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by reference from Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 22, 2004).
|
10.14
|
|
Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.’s Form 10-K (File No. 333-42147) for the year ended December 31, 2002 and filed on March 31, 2003).
|
10.15†
|
|
Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-118827) dated December 10, 2004).
|
10.16
|
|
Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
|
10.17
|
|
Amendment, published on April 22, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).
|
10.18
|
|
Land Concession Agreement, dated as of February 23, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2007 and filed on May 10, 2007).
|
10.19
|
|
Amendment published on October 28, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).
|
10.20
|
|
Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2006 and filed on November 9, 2006).
|
10.21
|
|
Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).
|
10.22
|
|
Energy Services Agreement, dated as of May 1, 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).
|
Exhibit No.
|
|
Description of Document
|
10.23
|
|
Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Annual Report on Form 10-K (File No. 333-42147) for the year ended December 31, 1999 and filed on March 30, 2000).
|
10.24
|
|
Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2006 and filed on February 28, 2007).
|
10.25
|
|
Energy Services Agreement Amendment No. 3 dated as of February 10, 2009, by and between Trigen-Las Vegas Energy Company, LLC f/k/a Atlantic Pacific Las Vegas, LLC, Venetian Casino Resort, LLC Grand Canal Shops II, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
|
10.26
|
|
Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
|
10.27
|
|
Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
|
10.28
|
|
Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).
|
10.29
|
|
Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
|
10.30
|
|
Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, by and among Interface Group — Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).
|
10.31+
|
|
Las Vegas Sands Corp. 2004 Equity Award Plan (Amended and Restated) (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014).
|
10.32+
|
|
Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30,. 2014 and filed on August 7, 2014).
|
10.33+
|
|
Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014) and filed on August 7, 2014.
|
10.34+
|
|
Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.70 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-118827) dated December 8, 2004).
|
10.35+
|
|
Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
|
10.36+
|
|
Form of Nonqualified Stock Option Agreements under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.71 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-118827) dated December 8, 2004).
|
Exhibit No.
|
|
Description of Document
|
10.37+
|
|
Form of Nonqualified Stock Option Agreement under the Company’s 2004 Equity Award Plan (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2009 and filed August 7, 2009).
|
10.38+
|
|
Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.51 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2010 and filed on March 1, 2011).
|
10.39+
|
|
Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.40+
|
|
Form of Director Restricted Stock Units Award Agreement under the Company's 2004 Equity Award Plan (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014) and filed on August 7, 2014.
|
10.41+
|
|
Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on February 9, 2007).
|
10.42+
|
|
Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
|
10.43+
|
|
Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by and among Las Vegas Sands Corp., Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon G. Adelson (incorporated by reference from Exhibit 10.35 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2008 and filed on March 2, 2009).
|
10.44+
|
|
Employment Agreement, dated as of November 13, 2010, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.57 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
|
10.45+
|
|
Terms of Continued Employment, dated June 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, 2012).
|
10.46+
|
|
Amended Terms of Continued Employment, dated April 24, 2013, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.47+
|
|
Employment Agreement, dated as of December 1, 2008 between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2008 and filed on March 2, 2009).
|
10.48+
|
|
Letter Agreement, dated January 18, 2010, between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).
|
10.49+
|
|
Amendment to Employment Agreement, effective December 31, 2012, between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.50+
|
|
Separation Agreement and General Release, dated as of July 10, 2013, between Kenneth J. Kay and Las Vegas Sands Corp. (including as Attachment A thereto, the Consultancy Agreement, entered into as of July 10, 2013, between Las Vegas Sands Corp. and Kenneth J. Kay) (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2013 and filed on August 9, 2013).
|
10.51+
|
|
Employment Agreement, dated as of January 11, 2011, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.60 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
|
Exhibit No.
|
|
Description of Document
|
10.52+
|
|
Terms of Continued Employment, dated as of March 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2012 and filed on May 10, 2012).
|
10.53+
|
|
Employment Agreement, dated as of April 1 2012, between Las Vegas Sands Corp. and Chris J. Cahill (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.54+
|
|
Amendment to Employment Agreement, effective December 31, 2012, between Las Vegas Sands Corp. and Chris J. Cahill (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.55+
|
|
Amendment to Employment Agreement, dated as of March 27, 2013, between Las Vegas Sands Corp. and Chris J. Cahill (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.56+
|
|
Employment Letter, dated April 15, 2011, from Las Vegas Sands Corp. to John Caparella (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.57+
|
|
Amendment to Employment Letter, effective December 31, 2012, between Las Vegas Sands Corp. and John Caparella (incorporated by reference from Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).
|
10.58
|
|
Settlement Agreement, date as of June 24, 2011, by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, The Shoppes at the Palazzo, LLC (f/k/a Phase II Mall Subsidiary, LLC) and Grand Canal Shops II, LLC (incorporated by reference from Exhibit 10.63 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
|
10.59
|
|
Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by reference from Exhibit 10.1 to Las Vegas Sands, Inc.’s Current Report on Form 8-K (File No. 333-42147) filed on April 16, 2004).
|
10.60
|
|
Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.’s Current Report on Form 8-K (File No. 333-42147) filed on April 16, 2004).
|
10.61
|
|
Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30, 2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to GGP Limited Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Company’s Amendment No. 1 to Registration Statement on Form S- 1 (File No. 333-118827) dated October 25, 2004).
|
10.62
|
|
Second Amendment, dated as of January 31, 2008, to Agreement dated as of April 12, 2004 and amended as of September 30, 2004, by and among Venetian Casino Resort, LLC, as successor-by-merger to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC, and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).
|
10.63
|
|
Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on November 14, 2008).
|
10.64
|
|
Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and the Investor named therein (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).
|
Exhibit No.
|
|
Description of Document
|
10.65
|
|
Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.47 to the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated September 3, 2004).
|
10.66
|
|
Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.49 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated November 22, 2004).
|
10.67
|
|
First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by reference from Exhibit 10.50 to the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated September 3, 2004).
|
10.68
|
|
Tax Indemnification Agreement, dated as of December 17, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on April 4, 2005).
|
10.69
|
|
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009).
|
10.70
|
|
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
|
10.71
|
|
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
|
10.72
|
|
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
|
10.73
|
|
Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations Bermuda, LTD and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2009 and filed on November 9, 2009).
|
10.74
|
|
Aircraft Time Share Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2007 and filed on August 9, 2007).
|
10.75
|
|
Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2005 and filed November 14, 2005).
|
10.76
|
|
Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).
|
10.77
|
|
Aircraft Time Sharing Agreement dated as of April 14, 2011, between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2011).
|
10.78+
|
|
Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.82 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1, 2011).
|
Exhibit No.
|
|
Description of Document
|
10.79+
|
|
Form of Restricted Stock Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.86 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
|
10.80+
|
|
Form of Restricted Stock Units Award agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.87 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
|
10.81*+
|
|
Terms of Continued Employment, dated December 9, 2014, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein.
|
10.82+
|
|
Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.88 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).
|
10.83+
|
|
Letter of Appointment for Executive, dated August 4, 2010, between Venetian Macau Limited and Edward M. Tracy (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2014) and filed on May 7, 2014.
|
10.84+
|
|
Contract Renewal, dated May 10, 2012, between Venetian Macau Limited and Edward Matthew Tracy (incorporated by reference from Exhibit 10.2.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2014) and filed on May 7, 2014.
|
10.85+
|
|
Contract Renewal, dated May 1, 2013, between Venetian Macau Limited and Edward Matthew Tracy (incorporated by reference from Exhibit 10.2.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2014) and filed on May 7, 2014.
|
10.86+
|
|
Form of Director Restricted Stock Units Award Agreement (with deferred settlement) under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014) and filed on August 7, 2014.
|
10.87+
|
|
Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014) and filed on August 7, 2014.
|
21.1*
|
|
Subsidiaries of Las Vegas Sands Corp.
|
23.1*
|
|
Consent of Deloitte & Touche LLP.
|
23.2*
|
|
Consent of PricewaterhouseCoopers LLP.
|
31.1*
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of the 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.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.INS
|
|
XBRL Instance Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
*
|
Filed herewith.
|
†
|
Confidential treatment has been requested and granted with respect to portions of this exhibit, and such confidential portions have been deleted and replaced with “**” and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933.
|
+
|
Denotes a management contract or compensatory plan or arrangement.
|
|
LAS VEGAS SANDS CORP.
|
||
February 27, 2015
|
/
S
/ S
HELDON
G. A
DELSON
|
||
|
Sheldon G. Adelson,
Chairman of the Board and
Chief Executive Officer |
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ S
HELDON
G. A
DELSON
|
|
Chairman of the Board, Chief
|
|
February 27, 2015
|
Sheldon G. Adelson
|
|
Executive Officer and Director
|
|
|
|
|
|
|
|
/
S
/ R
OBERT
G. G
OLDSTEIN
|
|
President, Chief Operating Officer
|
|
February 27, 2015
|
Robert G. Goldstein
|
|
and Director
|
|
|
|
|
|
|
|
/
S
/ J
ASON
N. A
DER
|
|
Director
|
|
February 27, 2015
|
Jason N. Ader
|
|
|
|
|
|
|
|
|
|
/
S
/ I
RWIN
C
HAFETZ
|
|
Director
|
|
February 27, 2015
|
Irwin Chafetz
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHELINE
C
HAU
|
|
Director
|
|
February 27, 2015
|
Micheline Chau
|
|
|
|
|
|
|
|
|
|
/
S
/ C
HARLES
D. F
ORMAN
|
|
Director
|
|
February 27, 2015
|
Charles D. Forman
|
|
|
|
|
|
|
|
|
|
/
S
/ S
TEVEN
L. G
ERARD
|
|
Director
|
|
February 27, 2015
|
Steven L. Gerard
|
|
|
|
|
|
|
|
|
|
/
S
/ G
EORGE
J
AMIESON
|
|
Director
|
|
February 27, 2015
|
George Jamieson
|
|
|
|
|
|
|
|
|
|
/
S
/ C
HARLES
A. K
OPPELMAN
|
|
Director
|
|
February 27, 2015
|
Charles A. Koppelman
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
A. L
EVEN
|
|
Director
|
|
February 27, 2015
|
Michael A. Leven
|
|
|
|
|
|
|
|
|
|
/
S
/ D
AVID
F. L
EVI
|
|
Director
|
|
February 27, 2015
|
David. F. Levi
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
A. Q
UARTIERI
|
|
Chief Accounting Officer
|
|
February 27, 2015
|
Michael A. Quartieri
|
|
(Principal Financial Officer)
|
|
|
250,000 Options | First Anniversary of the Date of Grant |
350,000 Options | Second Anniversary of the Date of Grant |
400,000 Options | Third Anniversary of the Date of Grant |
250,000 Options | Fourth Anniversary of the Date of Grant |
1,000,000 Options | December 31, 2019 |
Very truly yours,
|
|||
LAS VEGAS SANDS CORP.
|
|||
|
By:
|
/s/ Sheldon G. Adelson | |
Name: | Sheldon G. Adelson | ||
Title: |
Chairman of the Board and Chief Executive
Officer
|
||
LAS VEGAS SANDS, LLC
|
|||
|
By:
|
/s/ Sheldon G. Adelson | |
Name: | Sheldon G. Adelson | ||
Title: | Chairman of the Board and Treasurer | ||
/s/ Robert G. Goldstein | ||
Robert G. Goldstein
|
||
Date: 12-9-14 |
Name
|
Grant Date
|
Grant Type
|
Exercise
Price
(re-priced)
|
Number
Granted
|
Total
Vested
|
Exercised / sold
/ Donated
|
Remaining
Vested / Exercisable
|
Unvested
|
Vesting
Schedule
|
|||||||||
Robert Goldstein
|
12/15/2004
|
Options
|
$26.25
|
62,620
|
62,620
|
0
|
62,620
|
0
|
4 years
|
|||||||||
|
1/11/2006
|
Options
|
$39.84
|
53,254
|
53,254
|
0
|
53,254
|
0
|
4 years
|
|||||||||
3/30/2007
|
Options
|
$83.86
|
30,988
|
30,988
|
0
|
30,988
|
0
|
4 years
|
||||||||||
3/29/2008
|
Options
|
$70.84
|
39,155
|
39,155
|
0
|
39,155
|
0
|
4 years
|
||||||||||
2/6/2009
|
Options
|
$1.39
|
448,028
|
448,028
|
448,028
|
0
|
0
|
4 years
|
||||||||||
7/10/2009
|
Options
|
$4.09
|
500,000
|
500,000
|
200,000
|
300,000
|
0
|
50% 1/1/10
50% 1/1/11
|
||||||||||
1/11/2006
|
RSA
|
n/a
|
17,609
|
17,609
|
17,609
|
0
|
0
|
3 years
|
||||||||||
3/30/2007
|
RSA
|
n/a
|
10,391
|
10,391
|
10,391
|
0
|
0
|
3 years
|
||||||||||
3/29/2008
|
RSA
|
n/a
|
5,071
|
5,071
|
5,071
|
0
|
0
|
3 years
|
||||||||||
2/6/2009
|
RSA
|
n/a
|
4,024
|
4,024
|
4,024
|
0
|
0
|
3 years
|
||||||||||
1/11/2011
|
RSA
|
n/a
|
125,000
|
125,000
|
45,865
|
0
|
0
|
12/21/2012
|
||||||||||
3/8/2012
|
RSA
|
n/a
|
375,000
|
75,000
|
0
|
75,000
|
300,000
|
20% 12/31/13
20% 12/31/14
60% 12/31/15
|
EXECUTIVE
|
||
|
/s/ Robert G. Goldstein | |
Robert G. Goldstein
|
||
|
|
|
Legal Name
|
|
State or Other Jurisdiction of Incorporation or Organization
|
Asian Cultural & Recreational Promotion (II) Co., Limited
|
|
Hong Kong
|
BBLV, LLC
|
|
Nevada
|
Bethlehem Works Owners Association, LLC
|
|
Pennsylvania
|
Carlo’s Bakery Las Vegas LLC
|
|
Delaware
|
Cotai Ferry Company Limited
|
|
Macao
|
Cotai Strip Lot 2 Apart Hotel (Macau) Limited
|
|
Macao
|
Cotai Strip Lot 7 & 8 Development Limited
|
|
Macao
|
Cotai Waterjets (HK) Limited
|
|
Hong Kong
|
CotaiJet 311 Ltd.
|
|
Cayman Islands
|
CotaiJet 312 Ltd.
|
|
Cayman Islands
|
CotaiJet 313 Ltd.
|
|
Cayman Islands
|
CotaiJet 314 Ltd.
|
|
Cayman Islands
|
CotaiJet 315 Ltd.
|
|
Cayman Islands
|
CotaiJet 316 Ltd.
|
|
Cayman Islands
|
CotaiJet 317 Ltd.
|
|
Cayman Islands
|
CotaiJet 318 Ltd.
|
|
Cayman Islands
|
CotaiJet 319 Ltd.
|
|
Cayman Islands
|
CotaiJet 320 Ltd.
|
|
Cayman Islands
|
CotaiJet 350 Ltd.
|
|
Cayman Islands
|
CotaiJet 351 Ltd.
|
|
Cayman Islands
|
CotaiJet 352 Ltd.
|
|
Cayman Islands
|
CotaiJet 353 Ltd.
|
|
Cayman Islands
|
Europe Land Development Holdings C.V.
|
|
Netherlands
|
Europe Land Development Intermediate B.V.
|
|
Netherlands
|
Las Vegas Sands, LLC
|
|
Nevada
|
LV Noodle Concept, LLC
|
|
Nevada
|
LVCUT Associates, LLC
|
|
Nevada
|
LVS (Nevada) International Holdings, Inc.
|
|
Nevada
|
LVS Development Holdings LLC
|
|
Nevada
|
LVS Dutch Finance C.V.
|
|
Netherlands
|
LVS Dutch Holding B.V.
|
|
Netherlands
|
LVS International (Indonesia) Limited
|
|
Cayman Islands
|
LVS International (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
LVS International (South Korea) Ltd.
|
|
South Korea
|
LVS International (Taiwan) Limited
|
|
Taiwan
|
LVS International (Thailand) Co., Ltd.
|
|
Thailand
|
LVS International Holding (Thailand) Co., Ltd.
|
|
Thailand
|
LVS International Japan Ltd.
|
|
Japan
|
LVS Management Services, LLC
|
|
Nevada
|
LVS Marketing (India) Private Limited
|
|
India
|
Marina Bay Sands Pte. Ltd.
|
|
Singapore
|
MBS Holdings Pte. Ltd.
|
|
Singapore
|
Paiza Air, LLC
|
|
Nevada
|
Palazzo Condo Tower, LLC
|
|
Nevada
|
Primewine, LLC
|
|
Nevada
|
Sands Aviation Aircraft LLC
|
|
Delaware
|
Sands Aviation Bermuda Ltd.
|
|
Bermuda
|
Sands Aviation, LLC
|
|
Nevada
|
Sands Bethworks Condominium Association
|
|
Pennsylvania
|
Sands Bethworks Gaming LLC
|
|
Pennsylvania
|
Sands Bethworks Retail LLC
|
|
Pennsylvania
|
Sands China Ltd.
|
|
Cayman Islands
|
Sands Cotai East Holdings Limited
|
|
Cayman Islands
|
Sands Cotai West Holdings Limited
|
|
Cayman Islands
|
Sands Expo & Convention Center, Inc.
|
|
Nevada
|
Sands IP Asset Management B.V.
|
|
Netherlands
|
Sands Mauritius Holdings
|
|
Mauritius
|
Sands Pennsylvania, Inc.
|
|
Delaware
|
Sands Venetian Security Limited
|
|
Macao
|
SCL IP Holdings, LLC
|
|
Nevada
|
TK Las Vegas, LLC
|
|
Delaware
|
Two Roads Las Vegas, LLC
|
|
Delaware
|
V-HK Services Limited
|
|
Hon g Kong
|
Venetian (Zhuhai) Hotel Marketing Co., Ltd.
|
|
PRC
|
Venetian Casino Resort, LLC
|
|
Nevada
|
Venetian Cotai Hotel Management Limited
|
|
Macao
|
Venetian Cotai Limited
|
|
Macao
|
Venetian Macau Finance Company
|
|
Cayman Islands
|
Venetian Macau Limited
|
|
Macao
|
Venetian Marketing Services Limited
|
|
Hong Kong
|
Venetian Marketing, Inc.
|
|
Nevada
|
Venetian Orient Limited
|
|
Macao
|
Venetian Retail Limited
|
|
Macao
|
Venetian Travel Limited
|
|
Macao
|
Venetian Venture Development Intermediate II
|
|
Cayman Islands
|
Venetian Venture Development Intermediate Limited
|
|
Cayman Islands
|
VML US Finance LLC
|
|
Delaware
|
Zhuhai Cotai Information Services Co., Ltd.
|
|
PRC
|
Zhuhai Cotai Logistics Services Co., Ltd.
|
|
PRC
|
/s/ PricewaterhouseCoopers LLP
|
|
Los Angeles, California
|
February 27, 2015
|
Date:
|
February 27, 2015
|
By:
|
|
/s/ S
HELDON
G. A
DELSON
|
|
|
|
|
Name: Sheldon G. Adelson
Title: Chief Executive Officer
|
Date:
|
February 27, 2015
|
By:
|
|
/
S
/ M
ICHAEL
A. Q
UARTIERI
|
|
|
|
|
Name: Michael A. Quartieri
Title: Chief Accounting Officer
(Principal Financial Officer)
|
Date:
|
February 27, 2015
|
By:
|
|
/s/ S
HELDON
G. A
DELSON
|
|
|
|
|
Name: Sheldon G. Adelson
Title: Chief Executive Officer
|
Date:
|
February 27, 2015
|
By:
|
|
/s/ M
ICHAEL
A. Q
UARTIERI
|
|
|
|
|
Name: Michael A. Quartieri
Title: Chief Accounting Officer
(Principal Financial Officer)
|