UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~March 31,~~June 30, 2012

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

For the transition period from to

Commission file number 001-32373

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

Nevada

27-0099920

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


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

(702) 414-1000

(Registrant’s telephone number, including area code)

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

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

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

~~Large accelerated filer~~ x ~~Accelerated filer~~ ¨ ~~Non-accelerated filer~~ ¨ ~~Smaller reporting company~~ ¨

    ~~(Do~~
Large accelerated filer  x Accelerated filer  ¨
Non-accelerated filer  ¨
Smaller reporting company  ¨
(Do not check if a smaller reporting company)

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

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


Class		Outstanding at ~~April~~July 30, 2012
Common Stock ($0.001 par value)		~~822,739,856~~822,922,659 shares

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents

~~PART I~~

~~FINANCIAL INFORMATION~~


	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets at ~~March 31,~~June 30, 2012 and December 31, 2011	3

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2012 and 2011	4

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~March 31,~~June 30, 2012 and 2011	5

	Condensed Consolidated Statements of Equity for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2012 and 2011	6

	Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2012 and 2011	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3135

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4454

Item 4.	Controls and Procedures	4555

PART II

OTHER INFORMATION


Item 1.	Legal Proceedings	4555
Item 1A.	Risk Factors	4555
Item 6.	Exhibits	46

~~Signatures~~		4756
Signatures		57

PART I FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

~~Condensed Consolidated Balance Sheets~~CONDENSED CONSOLIDATED BALANCE SHEETS


		March 31,		December 31,
		2012		2011
		(In thousands, except share and
		per share data)					June 30, 2012		December 31, 2011
		(Unaudited)					(In thousands, except share and per share data) (Unaudited)
ASSETS	ASSETS					ASSETS

Current assets:
Cash and cash equivalents		$	4,056,360	$	3,902,718		$	3,522,000	$	3,902,718
Restricted cash and cash equivalents			4,874		4,828			5,151		4,828
Accounts receivable, net			1,530,340		1,336,817			1,561,776		1,336,817
Inventories			40,014		34,990			40,537		34,990
Deferred income taxes, net			15,066		72,192			14,075		72,192
Prepaid expenses and other			76,085		45,607			82,058		45,607

Total current assets			5,722,739		5,397,152			5,225,597		5,397,152
Property and equipment, net			15,329,602		15,030,979			15,299,920		15,030,979
Deferred financing costs, net			163,219		173,636			237,790		173,636
Restricted cash and cash equivalents			2,466		2,315			2,451		2,315
Deferred income taxes, net			18,889		153			28,378		153
Leasehold interests in land, net			1,414,349		1,390,468			1,419,072		1,390,468
Intangible assets, net			78,017		80,068			75,435		80,068
Other assets, net			141,751		169,352			128,163		169,352

Total assets		$	22,871,032	$	22,244,123		$	22,416,806	$	22,244,123

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY

Current liabilities:
Accounts payable		$	105,205	$	104,113		$	134,447	$	104,113
Construction payables			311,568		359,909			296,355		359,909
Accrued interest payable			6,937		31,668			7,416		31,668
Other accrued liabilities			1,422,931		1,439,110			1,550,990		1,439,110
Income taxes payable			176,853		108,060			162,525		108,060
Current maturities of long-term debt			469,324		455,846			97,737		455,846

Total current liabilities			2,492,818		2,498,706			2,249,470		2,498,706
Other long-term liabilities			105,039		89,445			117,658		89,445
Deferred income taxes			159,427		205,438			153,918		205,438
Deferred proceeds from sale of The Shoppes at The Palazzo			267,228		266,992			267,467		266,992
Deferred gain on sale of The Grand Canal Shoppes			46,478		47,344			45,612		47,344
Deferred rent from mall transactions			119,545		119,915			119,175		119,915
Long-term debt			9,382,649		9,577,131			9,276,476		9,577,131

Total liabilities			12,573,184		12,804,971			12,229,776		12,804,971

Commitments and contingencies (Note 9)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 822,724,993 and 733,249,698 shares issued and outstanding			823		733
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 822,918,059 and 733,249,698 shares issued and outstanding								823		733
Capital in excess of par value			6,174,773		5,610,160			6,191,672		5,610,160
Accumulated other comprehensive income			191,935		94,104			162,529		94,104
Retained earnings			2,438,945		2,145,692			2,473,724		2,145,692

Total Las Vegas Sands Corp. stockholders’ equity			8,806,476		7,850,689			8,828,748		7,850,689
Noncontrolling interests			1,491,372		1,588,463			1,358,282		1,588,463

Total equity			10,297,848		9,439,152			10,187,030		9,439,152

Total liabilities and equity		$	22,871,032	$	22,244,123		$	22,416,806	$	22,244,123

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

~~Condensed Consolidated Statements of Operations~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended
	March 31,
	2012			2011			Three Months Ended June 30,						Six Months Ended June 30,
	(In thousands, except share and						2012			2011			2012			2011
	per share data)						(In thousands, except share and per share data)
	(Unaudited)						(Unaudited)
Revenues:
Casino	$	2,266,493		$	1,664,489		$	2,067,424		$	1,862,272		$	4,333,917		$	3,526,761
Rooms		267,727			231,974			275,311			239,696			543,038			471,670
Food and beverage		153,455			145,393			159,744			146,016			313,199			291,409
Mall		71,418			55,865			93,740			73,879			165,158			129,744
Convention, retail and other		129,717			108,790			116,834			126,763			246,551			235,553

		2,888,810			2,206,511			2,713,053			2,448,626			5,601,863			4,655,137
Less-promotional allowances		(126,068	)		(94,592	)		(131,147	)		(103,530	)		(257,215	)		(198,122	)

Net revenues		2,762,742			2,111,919			2,581,906			2,345,096			5,344,648			4,457,015

Operating expenses:
Casino		1,207,551			921,536			1,187,458			974,413			2,395,009			1,895,949
Rooms		52,786			48,453			60,513			50,733			113,299			99,186
Food and beverage		78,301			71,703			81,973			73,135			160,274			144,838
Mall		16,301			12,104			17,798			16,118			34,099			28,222
Convention, retail and other		79,524			75,141			78,403			88,906			157,927			164,047
Provision for doubtful accounts		52,218			35,058			58,374			23,496			110,592			58,554
General and administrative		218,717			210,485			259,038			223,561			477,755			434,046
Corporate		48,955			37,576			58,592			42,376			107,547			79,952
Pre-opening		51,459			9,471			43,472			18,178			94,931			27,649
Development		1,198			573			6,797			2,420			7,995			2,993
Depreciation and amortization		194,747			190,237			220,440			206,161			415,187			396,398
Amortization of leasehold interests in land		9,945			13,156			10,057			10,034			20,002			23,190
Impairment loss		42,893			—			100,781			—			143,674			—
Loss on disposal of assets		593			499			482			7,443			1,075			7,942

		2,055,188			1,625,992			2,184,178			1,736,974			4,239,366			3,362,966

Operating income		707,554			485,927			397,728			608,122			1,105,282			1,094,049
Other income (expense):
Interest income		5,648			2,047			6,892			4,028			12,540			6,075
Interest expense, net of amounts capitalized		(64,672	)		(73,585	)		(64,533	)		(70,592	)		(129,205	)		(144,177	)
Other expense		(3,419	)		(4,675	)
Loss on early retirement of debt		(2,831	)		—
Other income (expense)								1,782			1,908			(1,637	)		(2,767	)
Loss on modification or early retirement of debt								(16,403	)		—			(19,234	)		—

Income before income taxes		642,280			409,714			325,466			543,466			967,746			953,180
Income tax expense		(63,171	)		(45,211	)		(39,085	)		(54,374	)		(102,256	)		(99,585	)

Net income		579,109			364,503			286,381			489,092			865,490			853,595
Net income attributable to noncontrolling interests		(80,167	)		(75,180	)		(45,794	)		(78,455	)		(125,961	)		(153,635	)

Net income attributable to Las Vegas Sands Corp.		498,942			289,323			240,587			410,637			739,529			699,960
Preferred stock dividends		—			(19,598	)		—			(19,219	)		—			(38,817	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family		—			(23,136	)		—			(23,136	)		—			(46,272	)
Preferred stock inducement and repurchase premiums		—			(18,433	)		—			(675	)		—			(19,108	)

Net income attributable to common stockholders	$	498,942		$	228,156		$	240,587		$	367,607		$	739,529		$	595,763

Earnings per share:
Basic	$	0.66		$	0.32		$	0.29		$	0.50		$	0.94		$	0.82

Diluted	$	0.61		$	0.28		$	0.29		$	0.45		$	0.90		$	0.73

Weighted average shares outstanding:
Basic		760,437,437			723,389,226			821,110,555			728,695,140			790,773,996			726,056,840

Diluted		818,797,155			811,239,242			826,102,326			811,274,706			822,458,833			811,243,195

Dividends declared per common share	$	0.25		$	—		$	0.25		$	—		$	0.50		$	—

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~Condensed Consolidated Statements of Comprehensive Income~~


	Three Months Ended
	March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011			2012			2011
	(In thousands)						(In thousands)
	(Unaudited)						(Unaudited)
Net income	$	579,109		$	364,503		$	286,381		$	489,092		$	865,490		$	853,595
Currency translation adjustment		98,878			31,956			(27,958	)		56,892			70,920			88,848

Total comprehensive income		677,987			396,459			258,423			545,984			936,410			942,443
Comprehensive income attributable to noncontrolling interests		(81,214	)		(72,643	)		(47,242	)		(80,864	)		(128,456	)		(153,507	)

Comprehensive income attributable to Las Vegas Sands Corp.	$	596,773		$	323,816		$	211,181		$	465,120		$	807,954		$	788,936

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

~~Condensed Consolidated Statements of Equity~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY


	Las Vegas Sands Corp. Stockholders’ Equity
									Accumulated
						Capital in			Other
	Preferred			Common		Excess of			Comprehensive		Retained			Noncontrolling						Las Vegas Sands Corp. Stockholders’ Equity
	Stock			Stock		Par Value			Income		Earnings			Interests			Total			Preferred Stock			Common Stock		Capital in Excess of Par Value			Accumulated Other Comprehensive Income		Retained Earnings			Noncontrolling Interests			Total
	(In thousands)																			(In thousands)
	(Unaudited)																			(Unaudited)
Balance at January 1, 2011	$	207,356		$	708	$	5,444,705		$	129,519	$	880,703		$	1,268,197		$	7,931,188		$	207,356		$	708	$	5,444,705		$	129,519	$	880,703		$	1,268,197		$	7,931,188
Net income		—			—		—			—		289,323			75,180			364,503			—			—		—			—		699,960			153,635			853,595
Currency translation adjustment		—			—		—			34,493		—			(2,537	)		31,956			—			—		—			88,976		—			(128	)		88,848
Exercise of stock options		—			1		8,419			—		—			91			8,511			—			1		13,605			—		—			724			14,330
Tax shortfall from stock-based compensation		—			—		(11	)		—		—			—			(11	)		—			—		(83	)		—		—			—			(83	)
Stock-based compensation		—			—		20,084			—		—			755			20,839			—			—		32,698			—		—			1,607			34,305
Issuance of restricted stock																					—			1		(1	)		—		—			—			—
Exercise of warrants		(65,225	)		20		70,965			—		—			—			5,760			(66,625	)		20		73,365			—		—			—			6,760
Repurchase of preferred stock		(2,312	)		—		—			—		(2,232	)		—			(4,544	)		(2,713	)		—		—			—		(2,615	)		—			(5,328	)
Disposition of interest in majority owned subsidiary																					—			—		—			—		—			829			829
Distributions to noncontrolling interests																					—			—		—			—		—			(5,863	)		(5,863	)
Dividends declared, net of amounts previously accrued		—			—		—			—		(12,744	)		—			(12,744	)		—			—		—			—		(31,963	)		—			(31,963	)
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family		—			—		—			—		(6,854	)		—			(6,854	)		—			—		—			—		(6,854	)		—			(6,854	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family		—			—		—			—		(23,136	)		—			(23,136	)		—			—		—			—		(46,272	)		—			(46,272	)
Preferred stock inducement premium		—			—		—			—		(16,201	)		—			(16,201	)		—			—		—			—		(16,493	)		—			(16,493	)

Balance at March 31, 2011	$	139,819		$	729	$	5,544,162		$	164,012	$	1,108,859		$	1,341,686		$	8,299,267

Balance at June 30, 2011																				$	138,018		$	730	$	5,564,289		$	218,495	$	1,476,466		$	1,419,001		$	8,816,999

Balance at January 1, 2012	$	—		$	733	$	5,610,160		$	94,104	$	2,145,692		$	1,588,463		$	9,439,152		$	—		$	733	$	5,610,160		$	94,104	$	2,145,692		$	1,588,463		$	9,439,152
Net income		—			—		—			—		498,942			80,167			579,109			—			—		—			—		739,529			125,961			865,490
Currency translation adjustment		—			—		—			97,831		—			1,047			98,878			—			—		—			68,425		—			2,495			70,920
Exercise of stock options		—			1		20,151			—		—			1,107			21,259			—			1		23,706			—		—			1,849			25,556
Stock-based compensation		—			—		18,383			—		—			1,001			19,384			—			—		31,497			—		—			1,665			33,162
Issuance of restricted stock		—			1		(1	)		—		—			—			—			—			1		(1	)		—		—			—			—
Exercise of warrants		—			88		526,080			—		—			—			526,168			—			88		526,310			—		—			—			526,398
Dividends declared		—			—		—			—		(205,689	)		(178,218	)		(383,907	)		—			—		—			—		(411,497	)		(357,056	)		(768,553	)
Distributions to noncontrolling interests		—			—		—			—		—			(2,195	)		(2,195	)		—			—		—			—		—			(5,095	)		(5,095	)

Balance at March 31, 2012	$	—		$	823	$	6,174,773		$	191,935	$	2,438,945		$	1,491,372		$	10,297,848
Balance at June 30, 2012																				$	—		$	823	$	6,191,672		$	162,529	$	2,473,724		$	1,358,282		$	10,187,030

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

~~Condensed Consolidated Statements of Cash Flows~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
	March 31,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands)						(In thousands)
	(Unaudited)						(Unaudited)
Cash flow from operating activities:
Net income	$	579,109		$	364,503		$	865,490		$	853,595
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization		194,747			190,237			415,187			396,398
Amortization of leasehold interests in land		9,945			13,156			20,002			23,190
Amortization of deferred financing costs and original issue discount		11,596			11,871			22,590			23,762
Amortization of deferred gain and rent		(1,236	)		(1,290	)		(2,472	)		(2,580	)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo		428			—			860			—
Loss on early retirement of debt		815			—
Loss on modification or early retirement of debt								16,313			—
Impairment and loss on disposal of assets		43,486			499			144,749			7,942
Stock-based compensation expense		19,166			20,239			32,867			33,289
Provision for doubtful accounts		52,218			35,058			110,592			58,554
Foreign exchange losses		724			2,462
Foreign exchange loss								2,449			2,444
Deferred income taxes		(4,083	)		35,372			(16,489	)		61,255
Changes in operating assets and liabilities:
Accounts receivable		(223,358	)		(119,311	)		(319,650	)		(297,370	)
Inventories		(4,742	)		(1,239	)		(5,330	)		(3,046	)
Prepaid expenses and other		(27,785	)		(3,135	)		(21,213	)		1,409
Leasehold interests in land								(24,232	)		(22,988	)
Accounts payable		356			(26,026	)		29,811			(21,416	)
Accrued interest payable		(24,903	)		(19,148	)		(24,478	)		(29,063	)
Income taxes payable		63,134			8,631			51,295			38,038
Other accrued liabilities		(22,166	)		(93,501	)		119,978			(41,890	)

Net cash generated from operating activities		667,451			418,378			1,418,319			1,081,523

Cash flows from investing activities:
Change in restricted cash and cash equivalents		(195	)		149,962			(454	)		366,680
Capital expenditures		(398,260	)		(332,508	)		(735,512	)		(720,696	)
Proceeds from disposal of property and equipment		761			3,097			1,478			4,416
Acquisition of intangible assets		—			(329	)		—			(575	)

Net cash used in investing activities		(397,694	)		(179,778	)		(734,488	)		(350,175	)

Cash flows from financing activities:
Proceeds from exercise of stock options		21,259			8,511			25,556			14,330
Proceeds from exercise of warrants		526,168			5,760			526,398			6,760
Dividends paid		(383,463	)		(19,598	)		(767,642	)		(38,817	)
Distributions to noncontrolling interests		(2,195	)		—			(5,095	)		(5,863	)
Proceeds from long-term debt (Note 3)								3,625,516			—
Repayments on long-term debt (Note 3)		(306,231	)		(121,721	)		(4,382,790	)		(259,518	)
Repurchase of preferred stock		—			(4,544	)		—			(5,328	)
Payments of preferred stock inducement premium		—			(16,201	)		—			(16,493	)
Payments of deferred financing costs		(114	)		—			(100,142	)		(57	)

Net cash used in financing activities		(144,576	)		(147,793	)		(1,078,199	)		(304,986	)

Effect of exchange rate on cash		28,461			6,053			13,650			15,663

Increase in cash and cash equivalents		153,642			96,860
Increase (decrease) in cash and cash equivalents								(380,718	)		442,025
Cash and cash equivalents at beginning of period		3,902,718			3,037,081			3,902,718			3,037,081

Cash and cash equivalents at end of period	$	4,056,360		$	3,133,941		$	3,522,000		$	3,479,106

Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	77,786		$	80,881		$	123,312		$	149,045

Cash payments for taxes, net of refunds	$	1,955		$	(5,726	)	$	56,154		$	(5,672	)

Changes in construction payables	$	(48,341	)	$	(38,992	)	$	(63,554	)	$	(133,492	)

Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	218		$	600		$	295		$	1,016

Changes in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	$	444		$	—		$	911		$	—

Property and equipment acquired under capital lease	$	340		$	—		$	7,930		$	—

Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family	$	—		$	6,854		$	—		$	6,854

Accretion to redemption value of preferred stock issued to Principal Stockholder’s family	$	—		$	23,136		$	—		$	46,272

Disposition of interest in majority owned subsidiary							$	—		$	829

Warrants exercised and settled through tendering of preferred stock	$	—		$	65,225		$	—		$	66,625

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2011. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

In November 2009, the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China), completed an initial public offering by listing its ordinary shares (the “SCL Offering”) on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). Immediately following the SCL Offering and several transactions consummated in connection with such offering, the Company owned 70.3% of the issued and outstanding ordinary shares of SCL. The shares of SCL were not, and will not, be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Operations

Macao

The Company currently owns 70.3% of SCL, which includes the operations of The Venetian Macao, Four Seasons Macao, Sands Macao, Sands Cotai Central and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately ~~200~~140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and ~~6 and 7 and 8)~~6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately 534,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; retail and dining space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao and located on parcel 2, the “Four Seasons Macao”), which features approximately 91,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 211,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and expects to monetize units within the Four Seasons Apartments after the necessary government approvals are obtained and future demand warrants it.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 197,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

In April 2012, the Company opened phase I of its Sands Cotai Central integrated resort ~~which is located~~(located on parcels 5 and ~~6 and~~6), which is situated across the street from The Venetian Macao and Four Seasons Macao. Phase I consists of a hotel tower on parcel 5, which includes approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand. Phase I also includes completion of the structural work of an adjacent hotel tower, located on parcel 6, to be managed by Sheraton International Inc. and Sheraton Overseas Management Co. (collectively “Starwood”) under the Sheraton Towers brand; a variety of retail offerings; more than 300,000 square feet of meeting space; several food and beverage establishments: along with the 106,000-square-foot casino and VIP gaming areas. Phase IIA, which is currently scheduled to open in the third quarter of 2012, includes the opening of the first hotel tower on parcel 6, which will feature ~~nearly 2,000~~up to 2,500 Sheraton-branded rooms, along with the second casino and the remaining retail, entertainment, dining and meeting facilities. Phase IIB, which is projected to open in the first quarter of 2013, consists of the second hotel tower on parcel 6 and will feature an additional ~~2,000~~1,500 rooms and suites under the Sheraton Towers brand. Upon completion of phases I and II of the project, the integrated resort will feature approximately 5,800 hotel rooms, approximately 300,000 square feet of gaming space, approximately 1.2 million square feet of retail, entertainment, dining and

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

exhibition and conference facilities, and a multipurpose theater. The total cost to complete phases I and II is expected to be approximately ~~$1.2 billion.~~$950 million. Phase III of the project is expected to include a fourth hotel and mixed-use tower, located on parcel 5, to be managed by Starwood under the St. Regis brand and the total cost to complete is expected to be approximately $450 million. The Company intends to commence construction of phase III of the project as demand and market conditions warrant it. As of ~~March 31,~~June 30, 2012, the Company has capitalized costs of ~~$3.32~~$3.59 billion for the entire project, including the land premium (net of amortization) and ~~$213.6~~$212.3 million in outstanding construction payables.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Singapore

The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum.

United States

Las Vegas

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

Pennsylvania

The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem currently features approximately 152,000 square feet of gaming space; a 300-room hotel tower, which opened in May 2011; a 150,000-square-foot retail facility, with a progressive opening that began in November 2011; an arts and cultural center; a 50,000-square-foot multipurpose event center, which opened in May 2012; and is the broadcast home of the local PBS affiliate. ~~The Company has recommenced construction on the remaining component of the integrated resort, a 50,000-square-foot multipurpose event center (expected to open in the second quarter of 2012).~~ Sands Bethlehem is also expected to be home to the National Museum of Industrial History. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

Development Projects

The Company has suspended portions of its development projects and should general economic conditions fail to improve, if the Company is unable to obtain sufficient funding or applicable government approvals such that completion of its suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of the Company’s investment to date on its suspended projects could be lost and would result in an impairment charge.

Macao

The Company submitted plans to the Macao government for its ~~other~~remaining Cotai Strip ~~developments, which represent two integrated resort developments~~development (referred to as ~~parcels 3~~parcel 3), an integrated resort that will be connected to The Venetian Macao and ~~7 and 8).~~Four Seasons Macao. Subject to government approval, the ~~approval from the Macao government, as discussed further below, the developments are expected~~integrated resort is intended to include ~~hotels, exhibition~~a gaming area (to be operated under the Company’s Macao gaming subconcession), hotel and ~~conference facilities, gaming areas, showrooms, spas, dining, retail and entertainment facilities, and other amenities.~~shopping mall. The Company had commenced pre-construction activities ~~on these developments~~ and ~~plans~~has capitalized costs of $98.1 million, including the land premium (net of amortization), as of June 30, 2012. The Company intends to ~~operate~~commence construction after the ~~related gaming areas under the Company’s Macao gaming subconcession.~~necessary government approvals are obtained. In addition, the Company is completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government. The ~~Company currently intends to develop its other Cotai Strip properties as follows:~~

Parcel 3 — Once completed, the integrated resort on parcel 3 will be connected to The Venetian Macao and Four Seasons Macao. The multi-hotel complex is intended to include a gaming area, a shopping mall and serviced luxury apart-hotel units. The Company had commenced pre-construction activities and has capitalized costs of $96.7 million, including the land premium (net of amortization), as of March 31, 2012. The Company intends to commence construction after Sands Cotai Central is complete and necessary government approvals are obtained.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Parcels 7 and 8 — Consistent with its original plans, the Company had commenced pre-construction activities and has capitalized construction costs of $101.1 million as of March 31, 2012. The Company intends to commence construction after Sands Cotai Central and the integrated resort on parcel 3 are completed, necessary government approvals obtained (including the land concession, see below), future demand warrants it and additional financing is obtained. If the Company is successful in winning its judicial appeal and obtaining the land concession for parcels 7 and 8 (as discussed below), and is able to proceed with this portionestimated overall cost of the ~~development as planned, the related integrated resort is expected to be similar in size and scope to Sands Cotai Central.~~

~~The impact of the delayed construction on the Company’s previously estimated cost to complete its Cotai Strip developments on parcels 3 and 7 and 8~~project is currently not determinable with certainty. As of March 31, 2012, the Company has capitalized an aggregate of $7.78 billion in construction costs and land premiums (net of amortization) for its Cotai Strip developments, including The Venetian Macao, Four Seasons Macao and Sands Cotai Central, as well as the Company’s investments in transportation infrastructure, including its passenger ferry service operations. In addition to funding phases I and II of Sands Cotai Central with borrowings under the Company’s new $3.7 billion Macao credit facility completed in November 2011 (the “2011 VML Credit Facility”), the Company will need to arrange additional financing to fund the balance of its Cotai Strip developments and there is no assurance that the Company will be able to obtain the additional financing required or on terms suitable to the Company.

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. The Company has received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6, including the sites on which The Venetian Macao, the Four Seasons Macao and Sands Cotai Central are located. The Company does not own these land sites in Macao; however, the land concessions grant the Company exclusive use of the land. As specified in the land concessions, the Company is required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions. In December 2010, the Company received notice from the Macao government that its application for a land concession for parcels 7 and 8 was not approved and the Company applied to the Chief Executive of Macao for an executive review of the decision. In January 2011, the Company filed a judicial appeal with the Court of Second Instance in Macao, which has yet to issue a decision. Should the Company win its judicial appeal, it is still possible for the Chief Executive of Macao to again deny the land concession based upon public policy considerations. If the Company does not obtain the land concession or does not receive full reimbursement of its capitalized investment in this project, the Company would record a charge for all or some portion of the $101.1 million in capitalized construction costs, as of March 31, 2012, related to its development on parcels 7 and 8.

Under the Company’s land concession for parcel 3, the Company initially was ~~initially~~ required to complete the corresponding development by August ~~2011. The~~2011, but subsequently was granted an extension from the Macao government, ~~has~~which extended the deadline until April 2013. In July 2012, the Macao government granted the Company ~~a two-year~~an additional extension, ~~to complete~~which now requires the development ~~of parcel 3, which now must~~to be completed by April ~~2013.~~2016. The land concession for Sands Cotai Central contains a similar requirement that the corresponding development be completed by May 2014. ~~The Company intends to apply for an extension from the Macao government to complete its parcel 3 development as it will be unable to meet the April 2013 deadline.~~ Should the Company determine that it is unable to complete ~~Sands Cotai Central~~the developments by ~~May 2014,~~their respective deadlines, the Company ~~also~~ intends to apply for ~~an extension~~extensions from the Macao ~~government. No~~government; however, no assurances can be given that ~~additional~~ extensions will be granted. If the Company is unable to meet ~~the applicable deadline for Sands Cotai Central~~these deadlines and the deadlines ~~for either development~~ are not extended, it could lose its land concessions for ~~parcel 3 or~~ Sands Cotai Central or parcel 3, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its ~~$96.7~~$3.59 billion or $98.1 million ~~and $3.32 billion~~ in capitalized construction costs and land premiums (net of amortization), as of ~~March 31,~~June 30, 2012, related to ~~its development on parcel 3 or~~ Sands Cotai Central and parcel 3, respectively.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. As of ~~March 31,~~June 30, 2012, the Company has capitalized construction costs of ~~$178.3~~$178.8 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.

Other

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~(UNAUDITED)~~

Development Financing Strategy

Through ~~March 31,~~June 30, 2012, the Company has funded its development projects primarily through borrowings under its U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.

The U.S. credit facility, as amended in August 2010, requires the Company’s Las Vegas operations to comply with certain financial covenants at the end of each quarter, including maintaining a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for the quarterly ~~periods~~period ended ~~March 31 and~~ June 30, 2012, and then decreases to 5.0x for all quarterly periods thereafter through maturity. The Company can elect to contribute up to $50 million of cash on hand to its Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio (the “EBITDA true-up”). The ~~Singapore~~Company’s Macao credit facility requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 5.25x for the quarterly period ended March 31, 2012, and then decreases by 0.25x every other quarter until September 30, 2014, when it decreases to, and remains at, 3.75x for all quarterly periods thereafter through maturity. The Company’s 2011(the “2011 VML Credit ~~Facility, entered into in September 2011,~~Facility”) also requires the Company’s Macao operations to comply with similar financial covenants, which commenced with the quarterly period ended March 31, 2012, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ended ~~March 31,~~June 30, 2012 through June 30, 2013, decreases to 4.0x for the quarterly periods ended September 30, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ended March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. The Company’s Singapore credit facility (the “2012 Singapore Credit Facility”), entered into in June 2012, requires operations of Marina Bay Sands to comply with similar financial covenants, commencing with the quarter ending September 30, 2012, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending September 30, 2012 through September 30, 2013, decreases to 3.5x for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. If the Company is unable to maintain compliance with the financial covenants under these credit facilities, it would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under the Company’s airplane financings. ~~Certain defaults under the 2011 VML Credit Facility would trigger a cross-default under the Company’s ferry financing.~~ Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that the Company would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force the Company to restructure or alter its operations or debt obligations.

The Company held unrestricted cash and cash equivalents of approximately $3.52 billion and restricted cash and cash equivalents of approximately ~~$4.06 billion and $7.3~~$7.6 million ~~respectively,~~ as of ~~March 31,~~June 30, 2012. The Company believes that the cash on hand, cash flow generated from operations and available borrowings under its credit facilities will be sufficient to fund its development projects currently under construction and maintain compliance with the financial covenants of its U.S., Macao and Singapore credit facilities. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In November 2011, the Company completed its $3.7 billion 2011 VML Credit Facility, which was used to repay the outstanding indebtedness under the VML and VOL credit facilities, as well as to continue to fund the development, construction and completion of certain components of Sands Cotai Central.

In ~~March~~June 2012, the ~~Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), secured a commitment for a new~~Company entered into its 5.1 billion Singapore dollar (“SGD,” approximately ~~$4.06~~$4.02 billion at exchange rates in effect on ~~March 31,~~June 30, 2012) ~~credit facility,~~2012 Singapore Credit Facility, which is expected to consist of a SGD 4.6 billion (approximately $3.66 billion at exchange rates in effect on March 31, 2012) term loan and a SGD 500.0 million (approximately $398.1 million at exchange rates in effect on March 31, 2012) revolving facility, which will include a SGD 100.0 million (approximately $79.6 million at exchange rates in effect on March 31, 2012) swingline facility. The proceeds from the new facility will bewas used to ~~refinance~~repay the ~~existing~~outstanding indebtedness under the prior Singapore credit facility ~~to pay related fees and expenses, and for general corporate purposes. MBS has commenced marketing of the new facility.~~(see “— Note 3 — Long-term Debt — 2012 Singapore Credit Facility”).

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that is intended to align the principles for fair value measurements and the related disclosure requirements under GAAP and international financial reporting standards. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2011. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In June 2011, the FASB issued authoritative guidance that amends the presentation of comprehensive income in the financial statements by requiring an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance also eliminates the option to present the components of other comprehensive income as part of the statement of equity. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2011, with early adoption permitted. See the condensed consolidated statements of comprehensive income for the required presentation.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~In July 2012, the FASB issued authoritative guidance that is intended to simplify testing indefinite-lived intangible assets other than goodwill for impairment. The revised standard allows companies to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is “more-likely-than-not” that the asset is impaired. The guidance is effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance will not have a material effect on the Company’s financial condition, results of operations or cash flows.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~NOTE 2 — PROPERTY AND EQUIPMENT, NET

~~(UNAUDITED)~~

~~NOTE 2 — PROPERTY AND EQUIPMENT, NET~~

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

$15,329,602 $15,329,602
   March 31, December 31,
   2012 2011
Land and improvements
   $ 439,023 $ 436,768
Building and improvements
   11,633,890 11,456,407
Furniture, fixtures, equipment and leasehold improvements
   2,224,125 2,147,326
Transportation
   411,626 405,156
Construction in progress
   3,928,031 3,677,479


   18,636,695 18,123,136
Less — accumulated depreciation and amortization
   (3,307,093 ) (3,092,157 )


   $ 15,329,602 $ 15,030,979


~~Construction in progress consists of the following (in thousands):~~
   June 30, December 31,
   2012 2011
Land and improvements
   $ 474,351 $ 436,768
Building and improvements
   13,010,117 11,456,407
Furniture, fixtures, equipment and leasehold improvements
   2,333,901 2,147,326
Transportation
   411,641 405,156
Construction in progress
   2,586,898 3,677,479


   18,816,908 18,123,136
Less — accumulated depreciation and amortization
   (3,516,988 ) (3,092,157 )


   $ 15,299,920 $
15,030,979



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

$15,329,602 $15,329,602
   March 31, December 31,
June 30,
December 31,
   2012 2011    2012 2011
Sands Cotai Central
   $ 3,119,034 $ 2,902,743    $ 1,850,121 $ 2,902,743
Four Seasons Macao (principally the Four Seasons Apartments)
   407,946 404,650    410,197 404,650
Other
   401,051 370,086       326,580 370,086




   $ 3,928,031 $ 3,677,479    $ 2,586,898 $ 3,677,479




The ~~$401.1~~$326.6 million in other construction in progress consists primarily of construction of the Las Vegas Condo Tower and the Cotai Strip ~~parcels 3 and 7 and 8.~~parcel 3.
Under generally accepted accounting principles, the sale of The Shoppes at The Palazzo has not been accounted for as a sale because the Company’s participation in certain future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling ~~$260.8~~$257.4 million (net of ~~$50.6~~$53.9 million of accumulated depreciation) as of ~~March 31,~~June 30, 2012, will continue to be recorded on the Company’s condensed consolidated balance sheet and will continue to be depreciated in the Company’s condensed consolidated income statement.
During the three and six months ended ~~March 31,~~June 30, 2012 and the three and six months ended June 30, 2011, the Company capitalized interest expense of ~~$22.1~~$12.3 million, $34.4 million, $31.8 million and ~~$30.6~~$62.4 million, respectively. During the three and six months ended ~~March 31,~~June 30, 2012 and the three and six months ended June 30, 2011, the Company capitalized approximately ~~$2.8~~$3.7 million, $8.0 million, $5.5 million and ~~$8.9~~$16.8 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.
~~During the three months ended March 31, 2012, the Company terminated its ZAiA show at The Venetian Macao and recorded a one-time impairment loss of $42.9 million.~~
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
The Company suspended portions of its development projects. As described in “— Note 1 — Organization and Business of Company — Development Projects,” the Company may be required to record an impairment charge related to these developments in the future.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company had commenced pre-construction activities on its Cotai Strip development referred to as parcels 7 and ~~8, and has capitalized construction costs of $101.1 million as of March 31, 2012.~~8. During December 2010, the Company received notice from the Macao government that its application for a land concession for parcels 7 and 8 was not approved and the Company applied to the Chief Executive of Macao for an executive review of the decision. In January 2011, the Company filed a judicial appeal with the Court of Second Instance in ~~Macao, which has yet to issue a decision. Should~~Macao. In May 2012, the Company win its judicial appeal, it is still possible for the Chief Executive of Macao to again deny the land concession based upon public policy considerations. In order to obtain the land concession and construct the resort, the Company would need to winwithdrew its appeal and ~~avoid any future denial~~recorded an impairment loss of $100.7 million during the ~~land concession based upon public policy considerations. If~~three and six months ended June 30, 2012, related to the Company does not obtain the land concession or does not receive full reimbursement of its capitalized investment in this project, the Company would record a charge for all or some portion of the $101.1 million in capitalized construction costs as of ~~March 31, 2012, related to~~ its development on parcels 7 and 8.
~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~During the six months ended June 30, 2012, the Company recorded a one-time impairment loss of $42.9 million related to the termination of the ZAiA show at The Venetian Macao.
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
The Company suspended portions of its development projects. As described in “— Note 1 — Organization and Business of Company — Development Projects,” the Company may be required to record an impairment charge related to these developments in the future.
NOTE 3 — LONG-TERM DEBT
Long-term debt consists of the following (in thousands):

   March 31, December 31,
   2012 2011    June 30,
2012 December 31,
2011
Corporate and U.S. Related:

Senior Secured Credit Facility — Term B
   $ 2,130,081 $ 2,135,504    $ 1,825,634 $ 2,135,504
Senior Secured Credit Facility — Delayed Draws I and II
   711,279 713,089    609,618 713,089
6.375% Senior Notes (net of original issue discount of $547)
   —      189,165    —      189,165
Airplane Financings
   73,813 74,734    72,891 74,734
HVAC Equipment Lease
   20,922 21,337    20,499 21,337
Other
   2,730 2,958    2,503 2,958
Macao Related:

2011 VML Credit Facility
   3,206,733 3,206,010    3,208,458 3,206,010
Ferry Financing
   131,557 140,268    —      140,268
Other
   562 306    8,098 306
Singapore Related:

2012 Singapore Credit Facility
   3,625,516 —
Singapore Credit Facility
   3,573,132 3,548,162    —      3,548,162
Other
   1,164 1,444    996 1,444




   9,851,973 10,032,977    9,374,213 10,032,977
Less — current maturities
   (469,324 ) (455,846 )    (97,737 ) (455,846 )




Total long-term debt
   $ 9,382,649 $ 9,577,131    $ 9,276,476 $ 9,577,131




Senior Secured Credit Facility
In June 2012, the Company paid down $400.0 million under the Senior Secured Credit Facility and recorded a $1.6 million loss on early retirement of debt during the three and six months ended June 30, 2012. As of ~~March 31,~~June 30, 2012, the Company had $520.6 million of available borrowing capacity under the Senior Secured Credit Facility, net of outstanding letters of credit.
Senior Notes
In March 2012, the Company redeemed the Senior Notes for $191.7 million and recorded a $2.8 million loss on early retirement of ~~debt.~~debt during the six months ended June 30, 2012.
2011 VML Credit Facility
As of ~~March 31,~~June 30, 2012, the Company had $500.0 million of available borrowing capacity under the 2011 VML Credit Facility.
Ferry Financing
In May 2012, the Company repaid the $131.6 million outstanding balance under the Ferry Financing and recorded a $1.7 million loss on early retirement of debt during the three and six months ended June 30, 2012.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Singapore Credit Facility
AsIn June 2012, borrowings under the new 2012 Singapore Credit Facility (as further described below) were used to repay the outstanding balance under the Singapore Credit Facility. The Company recorded a $13.1 million loss on modification and early retirement of ~~March 31,~~debt during the three and six months ended June 30, 2012, as part of the refinancing of the facility.
2012 Singapore Credit Facility
In June 2012, the ~~Company had~~Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a SGD ~~105.6~~5.1 billion (approximately $4.02 billion at exchange rates in effect on June 30, 2012) credit agreement, providing for a fully funded SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on June 30, 2012) term loan (the “2012 Singapore Term Facility”) and a SGD 500.0 million (approximately ~~$84.1~~$394.1 million at exchange rates in effect on ~~March 31,~~June 30, 2012) revolving facility (the “2012 Singapore Revolving Facility”) that is available until November 25, 2017, which includes a SGD 100.0 million (approximately $78.8 million at exchange rates in effect on June 30, 2012) ancillary facility (the “2012 Singapore Ancillary Facility”). As of June 30, 2012, the Company had SGD 493.3 million (approximately $388.8 million at exchange rates in effect on June 30, 2012) available for borrowing, ~~capacity~~net of outstanding letters of credit.
The indebtedness under the ~~Singapore Credit Facility. In January~~ 2012 ~~the banker’s guarantee was released by the STB and the~~ Singapore Credit Facility ~~C was immediately terminated.~~is collateralized by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures, fittings and equipment and certain other excluded assets.
The 2012 Singapore Term Facility matures on June 25, 2018, with MBS required to repay or prepay the 2012 Singapore Credit Facility under certain circumstances. Commencing September 30, 2014, and at the end of each quarter thereafter, MBS is required to repay the outstanding 2012 Singapore Term Facility in an amount increasing from 2.0% (September 30, 2014) to 8.0% (March 31, 2017 to March 31, 2018) of the aggregate principal amount outstanding of SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on June 30, 2012). The remaining balance on the 2012 Singapore Term Facility is due on the maturity date. The 2012 Singapore Revolving Facility matures on December 25, 2017, and has no interim amortization payments.
Borrowings under the 2012 Singapore Credit Facility bear interest at the Singapore Swap Offered Rate (“SOR”) plus a spread of 1.85% (set at approximately 2.2% as of June 30, 2012) until December 22, 2012 (the first 180 days after the closing date). Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to Adjusted EBITDA. MBS pays a standby commitment fee of 35% to 40% of the spread per annum on all undrawn amounts under the 2012 Singapore Revolving Facility.
The 2012 Singapore Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facilities. The 2012 Singapore Credit Facility also requires MBS to comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA, minimum ratios of Adjusted EBITDA to interest expense and a positive net worth requirement. The 2012 Singapore Credit Facility also contains events of default customary for such financings.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):

   Three Months Ended    Six Months Ended
June 30,
   March 31,    2012 2011
Proceeds from 2012 Singapore Credit Facility
   $ 3,625,516 $ —
   2012 2011

Repayments on Singapore Credit Facility
   $ (98,577 ) $ (97,691 )    $ (3,635,676 ) $ (198,940 )
Repayments on Senior Secured Credit Facility
   (7,234 ) (7,234 )    (413,341 ) (14,469 )
Repayments on VML Credit Facility
   —      (6,250 )    —      (25,000 )
Redemption of Senior Notes
   (189,712 ) —         (189,712 ) —
Repayments on Ferry Financing
   (8,779 ) (8,745 )    (140,337 ) (17,508 )
Repayments on Airplane Financings
   (922 ) (922 )    (1,844 ) (1,844 )
Repayments on HVAC Equipment Lease
   (415 ) (426 )    (839 ) (861 )
Repayments on Other Long-Term Debt
   (592 ) (453 )    (1,041 ) (896 )




   $ (306,231 ) $ (121,721 )    $ (4,382,790 ) $ (259,518 )




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

Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of ~~March 31,~~June 30, 2012 and December 31, 2011, was approximately $9.08 billion and $9.48 billion, respectively, compared to its carrying value of ~~$9.83~~$9.34 billion and $10.01 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).
NOTE 4 — EQUITY AND EARNINGS PER SHARE
Preferred Stock and Warrants
On February 15, 2011, the Company paid a dividend of $2.50 per preferred share, totaling $19.6 million (of which $13.1 million was paid to the Principal Stockholder’s family). On May 16, 2011, the Company paid a dividend of $2.50 per preferred share, totaling $19.2 million (of which $13.1 million was paid to the Principal Stockholder’s family).
On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the warrant exercise price. Additionally, during the ~~three~~six months ended ~~March 31,~~June 30, 2012, ~~11,670~~13,970 warrants were exercised to purchase an aggregate of ~~194,499~~232,999 shares of the Company’s common stock at $6.00 per share and ~~$1.2~~$1.4 million in cash was received as settlement of the warrant exercise price.
During the ~~three~~six months ended ~~March 31,~~June 30, 2011, holders of preferred stock exercised ~~1,194,700~~1,229,100 warrants to purchase an aggregate of ~~19,911,702~~20,485,036 shares of the Company’s common stock at $6.00 per share and tendered ~~1,137,100~~1,161,500 shares of preferred stock and ~~$5.8~~$6.8 million in cash as settlement of the warrant exercise price. In conjunction with certain of these transactions, the Company paid ~~$16.2~~$16.5 million in premiums to induce the exercise of warrants with settlement through tendering preferred stock. During the ~~three~~six months ended ~~March 31,~~June 30, 2011, the Company also repurchased and retired ~~40,300~~47,300 shares of preferred stock for ~~$4.5~~$5.3 million and recorded a ~~$2.2~~$2.6 million repurchase premium as part of the transaction.
Common Stock Dividends
On March 30 and June 29, 2012, the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. During the ~~three~~six months ended ~~March 31,~~June 30, 2012, the Company recorded ~~$205.7~~$411.5 million as a distribution against retained earnings (of which ~~$107.8~~$215.7 million related to the Principal Stockholder’s family). Of this amount, approximately ~~$0.4~~$0.9 million has been recorded as a liability as of June 30, 2012, which will be paid to holders of unvested restricted stock and stock units upon vesting.
In ~~April~~July 2012, the Company’s Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $206 million) to be paid on ~~June 29,~~September 28, 2012, to shareholders of record on ~~June~~September 20, 2012.
Other Equity Transactions
Subsequent to June 30, 2012, the Company purchased a Boeing 747 airplane from an entity controlled by the Principal Stockholder for $34.0 million, based on independent third party appraisals. In accordance with accounting standards regarding transactions between entities under common control, the Company will record the cost of the airplane at the Principal Stockholder’s book value at the date of the transaction, which was $15.4 million. The $18.6 million difference between the amount paid and the book value of the airplane (a gain to the Principal Stockholder) will be recorded as a deemed distribution to the Principal Stockholder.
The Company believes that the purchase of the airplane allows it to meet the increased demand for high-end premium direct customer travel driven from the Company’s expanding global gaming operations and is an important component in creating the ultimate trans-Pacific transportation experience for its customers. The Company believes it would have been more costly to acquire the airplane in the open market due to the limited supply of similar aircraft with luxury features.
Noncontrolling Interests
On February 28 and June 22, 2012, SCL paid a dividend of 0.58 Hong Kong dollars per share (a total of ~~$599.8 million)~~$1.20 billion) to SCL shareholders ~~of record on February 20, 2012~~ (of which the Company retained ~~$421.6~~$844.4 million). In addition, during the ~~three~~six months ended ~~March 31,~~June 30, 2012, the Company distributed ~~$2.2~~$5.1 million to certain of its noncontrolling interests.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Earnings Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

   Three Months Ended    Three Months Ended    Six Months Ended
   March 31,    June 30,    June 30,
   2012    2011    2012    2011    2012    2011
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
   760,437,437    723,389,226    821,110,555    728,695,140    790,773,996    726,056,840
Potential dilution from stock options, warrants and restricted stock and stock units
   58,359,718    87,850,016    4,991,771    82,579,566    31,684,837    85,186,355












Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
   818,797,155    811,239,242    826,102,326    811,274,706    822,458,833    811,243,195












Antidilutive stock options, warrants and restricted stock and stock units excluded from the calculation of diluted earnings per share
   4,269,417    5,334,276    4,681,204    5,981,719    4,681,204    6,515,362












Accumulated Other Comprehensive Income
As of ~~March 31,~~June 30, 2012 and December 31, 2011, accumulated other comprehensive income consisted solely of foreign currency translation adjustments.
~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
NOTE 5 — VARIABLE INTEREST ENTITIES
The Company consolidates any variable interest entities (“VIEs”) in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any, which management determines such designation based on accounting standards for VIEs.
The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.
As of ~~March 31,~~June 30, 2012 and December 31, 2011, the Company’s joint ventures had total assets of ~~$108.1~~$108.8 million and $108.4 million, respectively, and total liabilities of ~~$107.8~~$111.7 million and $104.3 million, respectively.
NOTE 6 — INCOME TAXES
The Company’s major tax jurisdictions are the U.S., Macao and Singapore. In 2010 and 2011, the Internal Revenue Service (“IRS”) issued Revenue Agent’s Reports for tax years 2005 through 2008 and 2009, respectively, of which the Company is appealing certain adjustments proposed by the IRS. The Company ~~disagrees with several of the proposed adjustments and submitted a protest and a request for an appeals conference to the IRS. The Company~~ believes it is reasonably possible that the total amount of unrecognized tax benefits ~~at March 31,~~as of June 30, 2012, may decrease by a range of $0 to ~~$24~~$17 million within the next twelve months primarily due to the possible settlement of matters presently under consideration at appeals in connection with the IRS audit of the Company’s 2005 through ~~2008~~2009 consolidated federal income tax returns. The Company is subject to examination for tax years after 2006 in Macao and Singapore and for tax years after 2009 in the U.S. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different ~~than~~from the Company’s expected outcome and impact the provision for income taxes.
During the ~~three~~six months ended ~~March 31,~~June 30, 2012, acertain wholly owned foreign ~~subsidiary~~subsidiaries paid ~~a dividend~~dividends resulting in incremental U.S. taxable income. The receipt of the ~~dividend~~dividends did not result in a cash tax liability for the Company as the incremental U.S. taxable income was fully offset by the utilization of the U.S. federal net operating loss and the U.S. foreign tax credits generated as a result of the ~~dividend.~~dividends. In addition, the ~~dividend~~dividends generated excess U.S. foreign tax credits that will be available to be carried forward to tax years beyond 2012. The Company recorded valuation allowances on the net deferred tax assets of its U.S. operations and certain foreign jurisdictions. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.
The Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2013. During July 2012, Venetian Macau Limited (“VML”) requested an additional 5-year income tax exemption; however, there is no assurance that the Company will receive the extension. In February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013 that provides for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on ~~March 31,~~June 30, 2012) that is a substitution for a 12% tax otherwise due from ~~Venetian Macau Limited (“VML”)~~VML shareholders on dividend distributions paid from VML gaming profits.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 7 — STOCK-BASED EMPLOYEE COMPENSATION
Stock-based compensation activity under the LVSC 2004 and SCL Equity Plans is as follows (in thousands, except weighted average grant date fair values):

   Three Months Ended
March 31,
   2012    2011
Compensation expense:

Stock options
   $ 10,866    $ 15,301
Restricted stock and stock units
   8,300    4,938




   $ 19,166    $ 20,239




Compensation cost capitalized as part of property and equipment
   $ 218    $ 600




LVSC 2004 Plan:

Stock options granted
   51    230




Weighted average grant date fair value
   $ 35.49    $ 36.22




Restricted stock granted
   497    620




Weighted average grant date fair value
   $ 53.30    $ 48.01




Restricted stock units granted
   13    —




Weighted average grant date fair value
   $ 51.07    $ —




SCL Equity Plan:

Stock options granted
   2,435    2,746




Weighted average grant date fair value
   $ 1.68    $ 1.52




~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
   Three Months Ended
June 30,    Six Months Ended
June 30,
   2012    2011    2012    2011
Compensation expense:

Stock options
   $ 7,179    $ 9,668    $ 18,045    $ 24,969
Restricted stock and stock units
   6,522    3,382    14,822    8,320








   $ 13,701    $ 13,050    $ 32,867    $ 33,289








Compensation cost capitalized as part of property and equipment
   $ 77    $ 416    $ 295    $ 1,016








LVSC 2004 Plan:

Stock options granted
   416    30    467    260








Weighted average grant date fair value
   $ 37.85    $ 37.19    $ 37.59    $ 36.33








Restricted stock granted
   16    71    513    691








Weighted average grant date fair value
   $ 46.27    $ 44.19    $ 53.08    $ 47.62








Restricted stock units granted
   300    —         313    —








Weighted average grant date fair value
   $ 44.98    $ —         $ 45.22    $ —








SCL Equity Plan:

Stock options granted
   2,047    2,531    4,482    5,277








Weighted average grant date fair value
   $ 1.57    $ 1.81    $ 1.63    $ 1.66








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

   Three Months Ended Six Months Ended
   Three Months Ended
March 31,    June 30, June 30,
   2012 2011    2012 2011 2012 2011
LVSC 2004 Plan:

Weighted average volatility
   95.3 % 94.3 %    95.2 % 95.1 % 95.2 % 94.4 %
Expected term (in years)
   6.3 6.3    5.3 6.3 5.4 6.3
Risk-free rate
   1.1 % 2.8 %    1.1 % 2.4 % 1.1 % 2.7 %
Expected dividends
   1.9 % —         1.8 % — % 1.8 % — %
SCL Equity Plan:

Weighted average volatility
   70.4 % 68.9 %    70.2 % 68.4 % 70.3 % 68.7 %
Expected term (in years)
   6.2 6.3    6.3 6.3 6.2 6.3
Risk-free rate
   0.6 % 1.7 %    0.5 % 1.6 % 0.6 % 1.6 %
Expected dividends
   4.0 % —         4.2 % — % 4.1 % — %
NOTE 8 — FAIR VALUE MEASUREMENTS
Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The following table provides the assets carried at fair value (in thousands):

   Fair Value Measurements Using:
   Total Carrying
Value    Quoted Market
Prices in Active
Markets (Level 1)    Significant Other
Observable Inputs
(Level 2)    Significant
Unobservable
Inputs (Level 3)
As of June 30, 2012

Cash equivalents⁽¹⁾
   $ 1,797,939    $ 1,797,939    $ —         $ —
Interest rate caps⁽²⁾
   $ 371    $ —         $ 371    $ —
As of December 31, 2011

Cash equivalents⁽¹⁾
   $ 2,766,796    $ 2,766,796    $ —         $ —
Interest rate caps⁽²⁾
   $ 1,195    $ —         $ 1,195    $ —

      Fair Value Measurements Using:
   Total Carrying
Value    Quoted Market
Prices in Active
Markets (Level 1)    Significant Other
Observable Inputs
(Level 2)    Significant
Unobservable
Inputs (Level 3)
As of March 31, 2012

Cash equivalents⁽¹⁾
   $ 2,796,052    $ 2,796,052    $ —         $ —
Interest rate caps⁽²⁾
   $ 201    $ —         $ 201    $ —
As of December 31, 2011

Cash equivalents⁽¹⁾
   $ 2,766,796    $ 2,766,796    $ —         $ —
Interest rate caps⁽²⁾
   $ 1,195    $ —         $ 1,195    $ —

(1)
The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.
(2)
As of ~~March 31,~~June 30, 2012 and December 31, 2011, the Company ~~had 37~~has 36 and 38 interest rate cap agreements, respectively, with an aggregate fair value of approximately ~~$0.2~~$0.4 million and $1.2 million, respectively, based on quoted market values from the institutions holding the agreements.
~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
NOTE 9 — COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.
On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings which may affect the outcome of the new trial, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. As such, the Company is unable at this time to determine the probability of the outcome or range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County, Nevada, alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. On June 9, 2011, the District Court of Clark County dismissed the defamation claim and certified the decision as to Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court of Clark County to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the district court’s decision. On January 17, 2012, Mr. Jacobs filed his opening brief with the Supreme Court of Nevada regarding his appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to Mr. Jacobs’ opening brief. On March 8, 2012, the District Court of Clark County set a hearing date for the week of June 25-29, 2012, for the evidentiary hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court of Clark County vacated the hearing date previously set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court of Clark County set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing. Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from allegations contained in the lawsuit filed by Steven C. Jacobs described above. The Company is cooperating with the investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.
On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts,
~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing Defendants’ Motion for Partial Reconsideration of the Court’s Order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. The discovery process has also begun. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the court in October 2011. It was extended for another 90 days in February 2012 and ~~is set~~expired in May 2012. The parties agreed to an extension of the May 2012 deadline that was filed on July 5, 2012, and will expire ~~in May~~on October 3, 2012. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
On March 23, 2012, Ernest Kleinschmidt filed a shareholder derivative action (the “Kleinschmidt action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Michael A. Leven, Irwin A. Siegel, Jeffrey H. Schwartz, Jason N. Ader, Charles D. Forman, Irwin Chafetz and George P. Koo, who are currently members of the Board of Directors, and Wing T. Chao, Andrew R. Heyer, James Purcell, Bradley H. Stone and William P. Weidner, who are former members of the Board of Directors and/or executives of the Company. The complaint alleges, among other things, breach of fiduciary duties for disseminating false and misleading information, ~~failing~~failure to maintain internal controls and failing to properly oversee and manage the Company, and unjust enrichment. The complaint seeks, among other relief, unspecified damages, direction to LVSC to take unspecified actions to improve its corporate governance and internal procedures, restitution and disgorgement of profits, and attorneys’ fees, costs and related expenses for the plaintiff. ~~The Company has not~~On June 29, 2012, the defendants who had been served ~~with the complaint~~at that time including nominal defendant LVSC and defendants Michael A. Leven, Irwin A. Siegel, Jason N. Ader, Charles D. Forman, Irwin Chafetz, George P. Koo, James Purcell, Bradley H. Stone and William P. Weidner filed a motion to dismiss. On July 20 and July 25, 2012, defendants Jeffery H. Schwartz and Wing T. Chao, respectively, each filed a substantially similar motion to dismiss. This action is in ~~the Kleinschmidt action~~a preliminary stage and ~~therefore,~~ management had determined that based on proceedings to date, it is ~~currently~~ unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and
~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
Venetian Casino Resort, LLC (“VCR,” and collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately ~~$375.1~~$375.5 million at exchange rates in effect on ~~March 31,~~June 30, 2012) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the defendants filed their defense to the Macao action with the Macao Judicial Court. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against Las Vegas Sands Inc. (now known as Las Vegas Sands, LLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. ~~The~~On June 14, 2012, the U.S. District Court ~~has not ruled on~~issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.
On August 1, 2012, SCL filed an announcement with the SEHK stating that SCL’s subsidiary, VML, has received a notification from the Office for Personal Data Protection of the Macao government (the “OPDP”) indicating that the OPDP has launched an official investigation procedure in relation to the alleged transfer from Macao by VML to the United States of certain data. The Company intends to cooperate with the investigation. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.
The Company has received subpoenas from the U.S. Attorney’s Office requesting the production of documents relating to two prior customers of the Company’s properties. The Company is cooperating with the U.S. Attorney’s Office on these matters. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.
Other Agreements
The Company’s agreement with Starwood related to the Las Vegas Condo Tower has been terminated in connection with the suspension of the project and management is currently evaluating alternatives for branding the project. If the Company is unsuccessful in rebranding its Las Vegas Condo Tower, such measures could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 10 — SEGMENT INFORMATION
The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Macao; Four Seasons Macao; Sands Cotai Central; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, some of which have been suspended, in addition to its reportable segments noted above. The Company’s primary projects under development are Sands Cotai Central ~~(which opened phase I in April 2012)~~(phases II and III) and Cotai Strip ~~parcels~~parcel 3 ~~and 7 and 8~~ (included in Other Development Projects) in Macao and the Las Vegas Condo Tower (included in Corporate and Other) in the U.S. Corporate and Other also includes the corporate activities of the Company. The information for the ~~three~~six months ended ~~March 31,~~June 30, 2011, has been reclassified to conform to the current presentation. The Company’s segment information as of ~~March 31,~~June 30, 2012 and December 31, 2011, and for the three and six months ended ~~March 31,~~June 30, 2012 and 2011, is as follows (in thousands):

   Three Months Ended
   March 31,
   2012 2011
Net Revenues:

Macao:

The Venetian Macao
   $ 772,760 $ 638,269
Sands Macao
   349,083 322,793
Four Seasons Macao
   299,604 172,107
Other Asia
   35,568 33,773


   1,457,015 1,166,942
Marina Bay Sands
   848,669 584,925
United States:

Las Vegas Operating Properties
   384,603 305,075
Sands Bethlehem
   115,562 91,030


   500,165 396,105
Intersegment eliminations
   (43,107 ) (36,053 )


Total net revenues
   $ 2,762,742 $ 2,111,919


Adjusted Property EBITDA⁽¹⁾

Macao:

The Venetian Macao
   $ 281,933 $ 228,400
Sands Macao
   106,956 92,648
Four Seasons Macao
   67,519 57,547
Other Asia
   (5,722 ) (4,606 )


   450,686 373,989
Marina Bay Sands
   472,519 284,471
United States:

Las Vegas Operating Properties
   115,806 65,165
Sands Bethlehem
   27,502 22,109


   143,308 87,274


Total adjusted property EBITDA
   1,066,513 745,734
Other Operating Costs and Expenses

Stock-based compensation
   (9,169 ) (8,295 )
Corporate
   (48,955 ) (37,576 )
Pre-opening
   (51,459 ) (9,471 )
Development
   (1,198 ) (573 )
Depreciation and amortization
   (194,747 ) (190,237 )
Amortization of leasehold interests in land
   (9,945 ) (13,156 )
Impairment loss
   (42,893 ) —
Loss on disposal of assets
   (593 ) (499 )


Operating income
   707,554 485,927
Other Non-Operating Costs and Expenses

Interest income
   5,648 2,047
Interest expense, net of amounts capitalized
   (64,672 ) (73,585 )
Other expense
   (3,419 ) (4,675 )
Loss on early retirement of debt
   (2,831 ) —
Income tax expense
   (63,171 ) (45,211 )


Net income
   $ 579,109 $ 364,503


~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
   Three Months Ended Six Months Ended
   June 30, June 30,
   2012 2011 2012 2011
Net Revenues:

Macao:

The Venetian Macao
   $ 649,446 $ 735,405 $ 1,422,206 $ 1,373,674
Sands Macao
   271,603 330,960 620,686 653,753
Four Seasons Macao
   266,137 120,757 565,741 292,864
Sands Cotai Central
   265,601 —      265,601 —
Other Asia
   37,935 32,450 73,503 66,223


   1,490,722 1,219,572 2,947,737 2,386,514
Marina Bay Sands
   694,762 737,569 1,543,431 1,322,494
United States:

Las Vegas Operating Properties
   327,313 332,522 711,916 637,597
Sands Bethlehem
   115,096 97,120 230,658 188,150


   442,409 429,642 942,574 825,747
Intersegment eliminations
   (45,987 ) (41,687 ) (89,094 ) (77,740 )


Total net revenues
   $ 2,581,906 $ 2,345,096 $ 5,344,648 $ 4,457,015


Adjusted Property EBITDA(1)

Macao:

The Venetian Macao
   $ 229,241 $ 258,366 $ 511,174 $ 486,766
Sands Macao
   71,304 95,573 178,260 188,221
Four Seasons Macao
   76,587 37,620 144,106 95,167
Sands Cotai Central
   51,838 —      51,838 —
Other Asia
   (5,955 ) (9,230 ) (11,677 ) (13,836 )


   423,015 382,329 873,701 756,318
Marina Bay Sands
   330,405 405,359 802,924 689,830
United States:

Las Vegas Operating Properties
   64,350 92,909 180,156 158,074
Sands Bethlehem
   26,917 21,039 54,419 43,148


   91,267 113,948 234,575 201,222


Total adjusted property EBITDA
   844,687 901,636 1,911,200 1,647,370
Other Operating Costs and Expenses

Stock-based compensation
   (6,338 ) (6,902 ) (15,507 ) (15,197 )
Corporate
   (58,592 ) (42,376 ) (107,547 ) (79,952 )
Pre-opening
   (43,472 ) (18,178 ) (94,931 ) (27,649 )
Development
   (6,797 ) (2,420 ) (7,995 ) (2,993 )
Depreciation and amortization
   (220,440 ) (206,161 ) (415,187 ) (396,398 )
Amortization of leasehold interests in land
   (10,057 ) (10,034 ) (20,002 ) (23,190 )
Impairment loss
   (100,781 ) —      (143,674 ) —
Loss on disposal of assets
   (482 ) (7,443 ) (1,075 ) (7,942 )


Operating income
   397,728 608,122 1,105,282 1,094,049
Other Non-Operating Costs and Expenses

Interest income
   6,892 4,028 12,540 6,075
Interest expense, net of amounts capitalized
   (64,533 ) (70,592 ) (129,205 ) (144,177 )
Other income (expense)
   1,782 1,908 (1,637 ) (2,767 )
Loss on modification or early retirement of debt
   (16,403 ) —      (19,234 ) —
Income tax expense
   (39,085 ) (54,374 ) (102,256 ) (99,585 )


Net income
   $ 286,381 $ 489,092 $ 865,490 $ 853,595


(1)
Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other ~~expense,~~income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES

   Three Months Ended
   March 31,
   2012    2011
Intersegment Revenues

Macao:

The Venetian Macao
   $ 913    $ 895
Other Asia
   6,416    7,901




   7,329    8,796
Marina Bay Sands
   488    197
Las Vegas Operating Properties
   35,290    27,060




Total intersegment revenues
   $   43,107    $    36,053




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

   Three Months Ended
   March 31,
   2012    2011
Capital Expenditures

Corporate and Other
   $ 5,024    $ 2,845
Macao:

The Venetian Macao
   20,606    —
Sands Macao
   4,729    —
Four Seasons Macao
   16,705    1,293
Sands Cotai Central
   262,986    140,993
Other Asia
   232    2,819
Other Development Projects
   44    —




   305,302    145,105
Marina Bay Sands
   62,391    157,984
United States:

Las Vegas Operating Properties
   16,509    8,402
Sands Bethlehem
   9,034    18,172




   25,543    26,574




Total capital expenditures
   $ 398,260    $ 332,508




   Three Months Ended
June 30,    Six Months Ended
June 30,
   2012    2011    2012    2011
Intersegment Revenues

Macao:

The Venetian Macao
   $ 1,159    $ 928    $ 2,072    $ 1,823
Sands Cotai Central
   76    —         76    —
Other Asia
   7,796    9,582    14,212    17,483








   9,031    10,510    16,360    19,306
Marina Bay Sands
   611    252    1,099    449
Las Vegas Operating Properties
   36,345    30,925    71,635    57,985








Total intersegment revenues
   $ 45,987    $ 41,687    $ 89,094    $ 77,740








   Six Months Ended
   June 30,
   2012    2011
Capital Expenditures

Corporate and Other
   $ 12,958    $ 8,071
Macao:

The Venetian Macao
   35,513    3,431
Sands Macao
   12,875    2,070
Four Seasons Macao
   19,345    7,660
Sands Cotai Central
   506,096    339,172
Other Asia
   435    4,142
Other Development Projects
   354    —




   574,618    356,475
Marina Bay Sands
   87,450    304,264
United States:

Las Vegas Operating Properties
   46,905    15,844
Sands Bethlehem
   13,581    36,042




   60,486    51,886




Total capital expenditures
   $ 735,512    $ 720,696




   June 30,    December 31,
   2012    2011
Total Assets

Corporate and Other
   $ 1,162,171    $ 644,645
Macao:

The Venetian Macao
   2,876,550    3,199,194
Sands Macao
   489,541    485,231
Four Seasons Macao
   1,321,827    1,267,977
Sands Cotai Central
   4,162,108    4,333,406
Other Asia
   338,979    328,415
Other Development Projects
   107,143    206,150




   9,296,148    9,820,373
Marina Bay Sands
   6,820,321    6,794,258
United States:

Las Vegas Operating Properties
   4,219,942    4,105,618
Sands Bethlehem
   918,224    879,229




   5,138,166    4,984,847




Total assets
   $ 22,416,806    $ 22,244,123




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

   March 31,    December 31,
   2012    2011
Total Assets

Corporate and Other
   $ 1,622,256    $ 644,645
Macao:

The Venetian Macao
   2,865,502    3,199,194
Sands Macao
   506,535    485,231
Four Seasons Macao
   1,329,780    1,267,977
Sands Cotai Central
   3,690,709    4,333,406
Other Asia
   356,681    328,415
Other Development Projects
   206,885    206,150




   8,956,092    9,820,373
Marina Bay Sands
   7,194,070    6,794,258
United States:

Las Vegas Operating Properties
   4,208,296    4,105,618
Sands Bethlehem
   890,318    879,229




   5,098,614    4,984,847




Total assets
   $ 22,871,032    $ 22,244,123




   March 31,    December 31,    June 30,    December 31,
   2012    2011    2012    2011
Total Long-Lived Assets

Corporate and Other
   $ 315,433    $ 312,860    $ 319,482    $ 312,860
Macao:

The Venetian Macao
   1,967,123    2,002,751    1,956,490    2,002,751
Sands Macao
   289,176    291,620    291,276    291,620
Four Seasons Macao
   998,287    1,006,441    988,898    1,006,441
Sands Cotai Central
   3,315,125    3,053,551    3,559,486    3,053,551
Other Asia
   212,936    216,030    209,368    216,030
Other Development Projects
   197,819    197,079    98,122    197,079








   6,980,466    6,767,472    7,103,640    6,767,472
Marina Bay Sands
   5,619,695    5,471,376    5,501,709    5,471,376
United States:

Las Vegas Operating Properties
   3,204,503    3,244,090    3,177,367    3,244,090
Sands Bethlehem
   623,854    625,649    616,794    625,649








   3,828,357    3,869,739    3,794,161    3,869,739








Total long-lived assets
   $ 16,743,951    $ 16,421,447    $ 16,718,992    $ 16,421,447








NOTE 11 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION
LVSLLC, VCR, Mall Intermediate Holding Company, LLC, Venetian Transport, LLC, Venetian Marketing, Inc., Lido Intermediate Holding Company, LLC, Lido Casino Resort Holding Company, LLC, Interface Group-Nevada, Inc., Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC (collectively, the “Restricted Subsidiaries”), are all part of the Senior Secured Credit Facility. The noncontrolling interest ~~amount~~amounts included in the Restricted Subsidiaries’ condensed consolidating ~~balance sheets is~~financial information are related to non-voting preferred stock of one of the subsidiaries held by third parties.
In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of ~~$6.6~~$10.2 million (consisting of ~~$260.8~~$257.4 million of property and equipment, offset by ~~$267.4~~$267.6 million of liabilities consisting primarily of deferred proceeds from the sale) and $3.0 million (consisting of $264.1 million of property and equipment, offset by $267.1 million of liabilities consisting primarily of deferred proceeds from the sale) as of ~~March 31,~~June 30, 2012 and December 31, 2011, respectively, and a net loss (consisting primarily of depreciation expense) of $3.8 million and $7.5 million for the three and six months ended ~~March 31,~~June 30, 2012, respectively, and $11.1 million for the three and six months ended June 30, 2011, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the Senior Secured Credit Facility.
~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~
~~(UNAUDITED)~~
The Company revised its condensed consolidating statements of cash flows for ~~three~~six months ended ~~March 31,~~June 30, 2011, to correct the classification of dividends received by Las Vegas Sands Corp. from the Restricted Subsidiaries. The revision was made to appropriately classify dividends received that represent a return on investment as an operating activity. The revision resulted in an increase of ~~$28.6~~$49.1 million to the Las Vegas Sands Corp.’s “net cash generated from operating activities” for the ~~three~~six months ended ~~March 31,~~June 30, 2011, with a corresponding decrease to “net cash generated from investing activities.” The Company will revise the Las Vegas Sands Corp. column in the condensed consolidating statements of cash flows to increase “net cash generated from operating activities” by ~~$49.1 million and~~ $85.3 million for ~~the six months ended June 30, 2011, and~~ the nine months ended September 30, 2011, ~~respectively,~~ with a corresponding decrease to “net cash generated from investing activities” the next time they are filed. The Company will also revise the Restricted Subsidiaries column in the condensed consolidating statements of cash flows to increase “net cash generated from operating activities” by $60.0 million for the nine months ended September 30, 2011, with a corresponding decrease to “net cash generated from investing activities” the next time they are filed. The revision will be made to appropriately classify dividends received by the Restricted Subsidiaries from the non-restricted subsidiaries that represent a return on investment. These revisions, which the Company determined are not material, had no impact on any financial statements or footnotes, except for the Las Vegas Sands Corp. and Restricted Subsidiaries columns of the condensed consolidating statements of cash flows.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

The condensed consolidating financial information of LVSC, the Restricted Subsidiaries and the non-restricted subsidiaries on a combined basis as of ~~March 31,~~June 30, 2012 and December 31, 2011, and for the three and six months ended ~~March 31,~~June 30, 2012 and 2011, is as follows (in thousands):
CONDENSED CONSOLIDATING BALANCE SHEETS
~~March 31,~~June 30, 2012

            Consolidating/             Consolidating/
   Las Vegas    Restricted    Non-Restricted    Eliminating    Las Vegas    Restricted    Non-Restricted    Eliminating
   Sands Corp.    Subsidiaries    Subsidiaries    Entries Total    Sands Corp.    Subsidiaries    Subsidiaries    Entries Total
Cash and cash equivalents
   $ 179,599    $ 850,810    $ 3,025,951    $ —      $ 4,056,360    $ 28,888    $ 942,227    $ 2,550,885    $ —      $ 3,522,000
Restricted cash and cash equivalents
   —         34    4,840    —      4,874    —         49    5,102    —      5,151
Intercompany receivables
   179,686    47,999    —         (227,685 ) —         206,029    40,341    —         (246,370 ) —
Accounts receivable, net
   1,565    263,950    1,264,825    —      1,530,340    1,046    253,473    1,307,257    —      1,561,776
Inventories
   2,459    11,975    25,580    —      40,014    2,671    11,982    25,884    —      40,537
Deferred income taxes, net
   —         33,837    610    (19,381 ) 15,066    —         35,027    353    (21,305 ) 14,075
Prepaid expenses and other
   11,968    9,814    54,654    (351 ) 76,085    20,184    9,298    61,833    (9,257 ) 82,058
















Total current assets
   375,277    1,218,419    4,376,460    (247,417 ) 5,722,739    258,818    1,292,397    3,951,314    (276,932 ) 5,225,597
Property and equipment, net
   139,704    3,352,544    11,837,354    —      15,329,602    143,483    3,326,501    11,829,936    —      15,299,920
Investment in subsidiaries
   8,426,648    6,545,431    —         (14,972,079 ) —
Investments in subsidiaries
   8,587,645    6,234,498    —         (14,822,143 ) —
Deferred financing costs, net
   281    18,673    144,265    —      163,219    267    15,672    221,851    —      237,790
Restricted cash and cash equivalents
   —         2,466    —         —      2,466    —         2,451    —         —      2,451
Intercompany receivables
   31,423    145,581    —         (177,004 ) —         31,248    152,454    —         (183,702 ) —
Intercompany notes receivable
   —         829,788    —         (829,788 ) —         —         863,686    —         (863,686 ) —
Deferred income taxes, net
   65,879    —         —         (46,990 ) 18,889    68,308    —         —         (39,930 ) 28,378
Leasehold interests in land, net
   —         —         1,414,349    —      1,414,349    —         —         1,419,072    —      1,419,072
Intangible assets, net
   690    —         77,327    —      78,017    690    —         74,745    —      75,435
Other assets, net
   113    24,392    117,246    —      141,751    232    21,534    106,397    —      128,163
















Total assets
   $ 9,040,015    $ 12,137,294    $ 17,967,001    $ (16,273,278 ) $ 22,871,032    $ 9,090,691    $ 11,909,193    $ 17,603,315    $ (16,186,393 ) $ 22,416,806
















Accounts payable
   $ 19,708    $ 23,129    $ 62,368    $ —      $ 105,205    $ 30,400    $ 31,951    $ 72,096    $ —      $ 134,447
Construction payables
   1,722    5,324    304,522    —      311,568    1,645    4,020    290,690    —      296,355
Intercompany payables
   —         174,271    53,414    (227,685 ) —         —         203,608    42,762    (246,370 ) —
Accrued interest payable
   101    1,039    5,797    —      6,937    97    991    6,328    —      7,416
Other accrued liabilities
   10,248    196,662    1,216,021    —      1,422,931    17,947    203,528    1,329,515    —      1,550,990
Income taxes payable
   —         7    177,197    (351 ) 176,853    —         6    171,776    (9,257 ) 162,525
Deferred income taxes
   19,381    —         —         (19,381 ) —         21,305    —         —         (21,305 ) —
Current maturities of long-term debt
   3,688    30,549    435,087    —      469,324    3,688    90,293    3,756    —      97,737
















Total current liabilities
   54,848    430,981    2,254,406    (247,417 ) 2,492,818    75,082    534,397    1,916,923    (276,932 ) 2,249,470
Other long-term liabilities
   35,326    10,729    58,984    —      105,039    44,110    10,618    62,930    —      117,658
Intercompany payables
   73,240    —         103,764    (177,004 ) —         73,548    —         110,154    (183,702 ) —
Intercompany notes payable
   —         —         829,788    (829,788 ) —         —         —         863,686    (863,686 ) —
Deferred income taxes
   —         47,156    159,261    (46,990 ) 159,427    —         40,106    153,742    (39,930 ) 153,918
Deferred amounts related to mall transactions
   —         433,251    —         —      433,251    —         432,254    —         —      432,254
Long-term debt
   70,125    2,831,733    6,480,791    —      9,382,649    69,203    2,365,458    6,841,815    —      9,276,476
















Total liabilities
   233,539    3,753,850    9,886,994    (1,301,199 ) 12,573,184    261,943    3,382,833    9,949,250    (1,364,250 ) 12,229,776
















Total Las Vegas Sands Corp. stockholders’ equity
   8,806,476    8,383,039    6,589,040    (14,972,079 ) 8,806,476    8,828,748    8,525,955    6,296,188    (14,822,143 ) 8,828,748
Noncontrolling interests
   —         405    1,490,967    —      1,491,372    —         405    1,357,877    —      1,358,282
















Total equity
   8,806,476    8,383,444    8,080,007    (14,972,079 ) 10,297,848    8,828,748    8,526,360    7,654,065    (14,822,143 ) 10,187,030
















Total liabilities and equity
   $ 9,040,015    $ 12,137,294    $ 17,967,001    $ (16,273,278 ) $ 22,871,032    $ 9,090,691    $ 11,909,193    $ 17,603,315    $ (16,186,393 ) $ 22,416,806
















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

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2011

            Consolidating/             Consolidating/
   Las Vegas    Restricted    Non-Restricted    Eliminating    Las Vegas    Restricted    Non-Restricted    Eliminating
   Sands Corp.    Subsidiaries    Subsidiaries    Entries Total    Sands Corp.    Subsidiaries    Subsidiaries    Entries Total
Cash and cash equivalents
   $ 12,849    $ 689,642    $ 3,200,227    $ —      $ 3,902,718    $ 12,849    $ 689,642    $ 3,200,227    $ —      $ 3,902,718
Restricted cash and cash equivalents
   —         185    4,643    —      4,828    —         185    4,643    —      4,828
Intercompany receivables
   127,302    43,793    —         (171,095 ) —         127,302    43,793    —         (171,095 ) —
Accounts receivable, net
   1,047    226,869    1,108,901    —      1,336,817    1,047    226,869    1,108,901    —      1,336,817
Inventories
   2,434    9,633    22,923    —      34,990    2,434    9,633    22,923    —      34,990
Deferred income taxes, net
   38,806    32,867    519    —      72,192    38,806    32,867    519    —      72,192
Prepaid expenses and other
   10,263    4,259    31,085    —      45,607    10,263    4,259    31,085    —      45,607
















Total current assets
   192,701    1,007,248    4,368,298    (171,095 ) 5,397,152    192,701    1,007,248    4,368,298    (171,095 ) 5,397,152
Property and equipment, net
   137,044    3,391,316    11,502,619    —      15,030,979    137,044    3,391,316    11,502,619    —      15,030,979
Investment in subsidiaries
   7,891,281    6,263,974    —         (14,155,255 ) —
Investments in subsidiaries
   7,891,281    6,263,974    —         (14,155,255 ) —
Deferred financing costs, net
   608    20,677    152,351    —      173,636    608    20,677    152,351    —      173,636
Restricted cash and cash equivalents
   —         2,315    —         —      2,315    —         2,315    —         —      2,315
Intercompany receivables
   31,162    128,270    —         (159,432 ) —         31,162    128,270    —         (159,432 ) —
Intercompany notes receivable
   —         794,286    —         (794,286 ) —         —         794,286    —         (794,286 ) —
Deferred income taxes, net
   544    —         —         (391 ) 153    544    —         —         (391 ) 153
Leasehold interests in land, net
   —         —         1,390,468    —      1,390,468    —         —         1,390,468    —      1,390,468
Intangible assets, net
   690    —         79,378    —      80,068    690    —         79,378    —      80,068
Other assets, net
   112    18,778    150,462    —      169,352    112    18,778    150,462    —      169,352
















Total assets
   $ 8,254,142    $ 11,626,864    $ 17,643,576    $ (15,280,459 ) $ 22,244,123    $ 8,254,142    $ 11,626,864    $ 17,643,576    $ (15,280,459 ) $ 22,244,123
















Accounts payable
   $ 15,084    $ 23,397    $ 65,632    $ —      $ 104,113    $ 15,084    $ 23,397    $ 65,632    $ —      $ 104,113
Construction payables
   280    4,477    355,152    —      359,909    280    4,477    355,152    —      359,909
Intercompany payables
   —         119,203    51,892    (171,095 ) —         —         119,203    51,892    (171,095 ) —
Accrued interest payable
   4,674    1,087    25,907    —      31,668    4,674    1,087    25,907    —      31,668
Other accrued liabilities
   28,100    212,279    1,198,731    —      1,439,110    28,100    212,279    1,198,731    —      1,439,110
Income taxes payable
   —         4    108,056    —      108,060    —         4    108,056    —      108,060
Current maturities of long-term debt
   3,688    30,561    421,597    —      455,846    3,688    30,561    421,597    —      455,846
















Total current liabilities
   51,826    391,008    2,226,967    (171,095 ) 2,498,706    51,826    391,008    2,226,967    (171,095 ) 2,498,706
Other long-term liabilities
   26,215    10,723    52,507    —      89,445    26,215    10,723    52,507    —      89,445
Intercompany payables
   65,201    —         94,231    (159,432 ) —         65,201    —         94,231    (159,432 ) —
Intercompany notes payable
   —         —         794,286    (794,286 ) —         —         —         794,286    (794,286 ) —
Deferred income taxes
   —         48,471    157,358    (391 ) 205,438    —         48,471    157,358    (391 ) 205,438
Deferred amounts related to mall transactions
   —         434,251    —         —      434,251    —         434,251    —         —      434,251
Long-term debt
   260,211    2,839,369    6,477,551    —      9,577,131    260,211    2,839,369    6,477,551    —      9,577,131
















Total liabilities
   403,453    3,723,822    9,802,900    (1,125,204 ) 12,804,971    403,453    3,723,822    9,802,900    (1,125,204 ) 12,804,971
















Total Las Vegas Sands Corp. stockholders’ equity
   7,850,689    7,902,637    6,252,618    (14,155,255 ) 7,850,689    7,850,689    7,902,637    6,252,618    (14,155,255 ) 7,850,689
Noncontrolling interests
   —         405    1,588,058    —      1,588,463    —         405    1,588,058    —      1,588,463
















Total equity
   7,850,689    7,903,042    7,840,676    (14,155,255 ) 9,439,152    7,850,689    7,903,042    7,840,676    (14,155,255 ) 9,439,152
















Total liabilities and equity
   $ 8,254,142    $ 11,626,864    $ 17,643,576    $ (15,280,459 ) $ 22,244,123    $ 8,254,142    $ 11,626,864    $ 17,643,576    $ (15,280,459 ) $ 22,244,123
















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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended ~~March 31,~~June 30, 2012

   Las Vegas
Sands Corp. Restricted
Subsidiaries Non-Restricted
Subsidiaries Consolidating/
Eliminating
Entries Total    Consolidating/
Eliminating
Entries
   Las Vegas
Sands Corp. Restricted
Subsidiaries Non-Restricted
Subsidiaries
   Consolidating/
Eliminating
Entries
Revenues:

Casino
   $ —      $ 158,694 $ 2,107,799 $ —      $ 2,266,493    $ —      $ 94,598 $ 1,972,826 $ —
Rooms
   —      113,449 154,278 —      267,727    —      112,787 162,524 —      275,311
Food and beverage
   —      47,854 105,601 —      153,455    —      54,045 105,699 —      159,744
Mall
   —      —      71,418 —      71,418    —      —      93,740 —      93,740
Convention, retail and other
   —      75,840 91,278 (37,401 ) 129,717    —      73,427 82,806 (39,399 ) 116,834




   —      395,837 2,530,374 (37,401 ) 2,888,810    —      334,857 2,417,595 (39,399 ) 2,713,053
Less — promotional allowances
   (233 ) (22,385 ) (102,997 ) (453 ) (126,068 )    (280 ) (18,874 ) (111,667 ) (326 ) (131,147 )




Net revenues
   (233 ) 373,452 2,427,377 (37,854 ) 2,762,742    (280 ) 315,983 2,305,928 (39,725 ) 2,581,906




Operating expenses:

Casino
   —      78,164 1,130,005 (618 ) 1,207,551    —      63,872 1,124,136 (550 ) 1,187,458
Rooms
   —      33,126 19,661 (1 ) 52,786    —      36,955 23,560 (2 ) 60,513
Food and beverage
   —      22,796 56,600 (1,095 ) 78,301    —      23,710 59,296 (1,033 ) 81,973
Mall
   —      —      16,301 —      16,301    —      —      17,798 —      17,798
Convention, retail and other
   —      20,712 62,117 (3,305 ) 79,524    —      22,638 61,239 (5,474 ) 78,403
Provision for doubtful accounts
   —      6,548 45,670 —      52,218    —      7,475 50,899 —      58,374
General and administrative
   —      68,489 150,444 (216 ) 218,717    —      68,285 190,941 (188 ) 259,038
Corporate
   46,195 91 35,281 (32,612 ) 48,955    53,475 106 37,485 (32,474 ) 58,592
Pre-opening
   —      —      51,460 (1 ) 51,459    —      —      43,473 (1 ) 43,472
Development
   1,204 —      —      (6 ) 1,198    6,800 —      —      (3 ) 6,797
Depreciation and amortization
   3,587 55,899 135,261 —      194,747    3,672 55,307 161,461 —      220,440
Amortization of leasehold interests in land
   —      —      9,945 —      9,945    —      —      10,057 —      10,057
Impairment loss
   —      —      42,893 —      42,893    —      —      100,781 —      100,781
Loss on disposal of assets
   —      402 191 —      593
(Gain) loss on disposal of assets
   (1 ) 165 318 —      482




   50,986 286,227 1,755,829 (37,854 ) 2,055,188    63,946 278,513 1,881,444 (39,725 ) 2,184,178




Operating income (loss)
   (51,219 ) 87,225 671,548 —      707,554    (64,226 ) 37,470 424,484 —      397,728
Other income (expense):

Interest income
   98 31,476 5,292 (31,218 ) 5,648    95 33,081 6,375 (32,659 ) 6,892
Interest expense, net of amounts capitalized
   (3,358 ) (25,368 ) (67,164 ) 31,218 (64,672 )    (376 ) (23,893 ) (72,923 ) 32,659 (64,533 )
Other income (expense)
   (47 ) 339 (3,711 ) —      (3,419 )    —      (663 ) 2,445 —      1,782
Loss on early retirement of debt
   (2,831 ) —      —      —      (2,831 )
Loss on modification or early retirement of debt
   —      (1,599 ) (14,804 ) —      (16,403 )
Income from equity investments in subsidiaries
   528,287 420,352 —      (948,639 ) —         282,436 229,547 —      (511,983 ) —




Income before income taxes
   470,930 514,024 605,965 (948,639 ) 642,280    217,929 273,943 345,577 (511,983 ) 325,466
Income tax benefit (expense)
   28,012 (27,375 ) (63,808 ) —      (63,171 )    22,658 (13,843 ) (47,900 ) —      (39,085 )




Net income
   498,942 486,649 542,157 (948,639 ) 579,109    240,587 260,100 297,677 (511,983 ) 286,381
Net income attributable to noncontrolling interests
   —      (525 ) (79,642 ) —      (80,167 )    —      (736 ) (45,058 ) —      (45,794 )




Net income attributable to Las Vegas Sands Corp.
   $ 498,942 $ 486,124 $ 462,515 $ (948,639 ) $ 498,942    $ 240,587 $ 259,364 $ 252,619 $ (511,983 ) $ 240,587




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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended ~~March 31,~~June 30, 2011

   Las Vegas
Sands Corp. Restricted
Subsidiaries Non-Restricted
Subsidiaries Consolidating/
Eliminating
Entries Total    Consolidating/
   Las Vegas Restricted Non-Restricted Eliminating
   Sands Corp. Subsidiaries Subsidiaries Entries Total
Revenues:

Casino
   $ —      $ 83,123 $ 1,581,366 $ —      $ 1,664,489    $ —      $ 105,123 $ 1,757,149 $ —      $ 1,862,272
Rooms
   —      112,874 119,100 —      231,974    —      112,931 126,765 —      239,696
Food and beverage
   —      50,307 95,086 —      145,393    —      47,573 98,443 —      146,016
Mall
   —      —      55,865 —      55,865    —      —      73,879 —      73,879
Convention, retail and other
   —      64,543 74,194 (29,947 ) 108,790    —      69,156 92,187 (34,580 ) 126,763




   —      310,847 1,925,611 (29,947 ) 2,206,511    —      334,783 2,148,423 (34,580 ) 2,448,626
Less — promotional allowances
   (163 ) (17,626 ) (76,396 ) (407 ) (94,592 )    (172 ) (16,217 ) (86,772 ) (369 ) (103,530 )




Net revenues
   (163 ) 293,221 1,849,215 (30,354 ) 2,111,919    (172 ) 318,566 2,061,651 (34,949 ) 2,345,096




Operating expenses:

Casino
   —      64,368 857,745 (577 ) 921,536    —      59,818 915,146 (551 ) 974,413
Rooms
   —      32,248 16,205 —      48,453    —      33,981 16,752 —      50,733
Food and beverage
   —      23,596 49,563 (1,456 ) 71,703    —      23,354 51,289 (1,508 ) 73,135
Mall
   —      —      12,104 —      12,104    —      —      16,118 —      16,118
Convention, retail and other
   —      21,153 58,478 (4,490 ) 75,141    —      21,561 73,112 (5,767 ) 88,906
Provision for doubtful accounts
   —      6,096 28,962 —      35,058    —      495 23,001 —      23,496
General and administrative
   —      60,732 149,973 (220 ) 210,485    —      63,702 159,994 (135 ) 223,561
Corporate
   32,980 55 28,152 (23,611 ) 37,576    37,069 83 32,212 (26,988 ) 42,376
Pre-opening
   —      —      9,471 —      9,471    —      15 18,163 —      18,178
Development
   573 —      —      —      573    2,420 —      —      —      2,420
Depreciation and amortization
   4,183 52,813 133,241 —      190,237    4,478 63,800 137,883 —      206,161
Amortization of leasehold interests in land
   —      —      13,156 —      13,156    —      —      10,034 —      10,034
(Gain) loss on disposal of assets
   —      (55 ) 554 —      499    7,663 2,082 (2,302 ) —      7,443




   37,736 261,006 1,357,604 (30,354 ) 1,625,992    51,630 268,891 1,451,402 (34,949 ) 1,736,974




Operating income (loss)
   (37,899 ) 32,215 491,611 —      485,927    (51,802 ) 49,675 610,249 —      608,122
Other income (expense):

Interest income
   557 25,275 1,292 (25,077 ) 2,047    2,531 27,179 1,301 (26,983 ) 4,028
Interest expense, net of amounts capitalized
   (3,450 ) (23,072 ) (72,140 ) 25,077 (73,585 )    (3,450 ) (22,862 ) (71,263 ) 26,983 (70,592 )
Other expense
   —      (717 ) (3,958 ) —      (4,675 )
Other income
   —      989 919 —      1,908
Income from equity investments in subsidiaries
   328,939 277,722 —      (606,661 ) —         442,863 368,364 —      (811,227 ) —




Income before income taxes
   288,147 311,423 416,805 (606,661 ) 409,714    390,142 423,345 541,206 (811,227 ) 543,466
Income tax benefit (expense)
   1,176 (9,052 ) (37,335 ) —      (45,211 )    20,495 (17,969 ) (56,900 ) —      (54,374 )




Net income
   289,323 302,371 379,470 (606,661 ) 364,503    410,637 405,376 484,306 (811,227 ) 489,092
Net income attributable to noncontrolling interests
   —      —      (75,180 ) —      (75,180 )    —      (1,292 ) (77,163 ) —      (78,455 )




Net income attributable to Las Vegas Sands Corp.
   $ 289,323 $ 302,371 $ 304,290 $ (606,661 ) $ 289,323    $ 410,637 $ 404,084 $ 407,143 $ (811,227 ) $ 410,637




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2012
   Consolidating/
   Las Vegas Restricted Non-Restricted Eliminating
   Sands Corp. Subsidiaries Subsidiaries Entries Total
Revenues:

Casino
   $ —      $ 253,292 $ 4,080,625 $ —      $ 4,333,917
Rooms
   —      226,236 316,802 —      543,038
Food and beverage
   —      101,899 211,300 —      313,199
Mall
   —      —      165,158 —      165,158
Convention, retail and other
   —      149,267 174,084 (76,800 ) 246,551


   —      730,694 4,947,969 (76,800 ) 5,601,863
Less — promotional allowances
   (513 ) (41,259 ) (214,664 ) (779 ) (257,215 )


Net revenues
   (513 ) 689,435 4,733,305 (77,579 ) 5,344,648


Operating expenses:

Casino
   —      142,036 2,254,141 (1,168 ) 2,395,009
Rooms
   —      70,081 43,221 (3 ) 113,299
Food and beverage
   —      46,506 115,896 (2,128 ) 160,274
Mall
   —      —      34,099 —      34,099
Convention, retail and other
   —      43,350 123,356 (8,779 ) 157,927
Provision for doubtful accounts
   —      14,023 96,569 —      110,592
General and administrative
   —      136,774 341,385 (404 ) 477,755
Corporate
   99,670 197 72,766 (65,086 ) 107,547
Pre-opening
   —      —      94,933 (2 ) 94,931
Development
   8,004 —      —      (9 ) 7,995
Depreciation and amortization
   7,259 111,206 296,722 —      415,187
Amortization of leasehold interests in land
   —      —      20,002 —      20,002
Impairment loss
   —      —      143,674 —      143,674
(Gain) loss on disposal of assets
   (1 ) 567 509 —      1,075


   114,932 564,740 3,637,273 (77,579 ) 4,239,366


Operating income (loss)
   (115,445 ) 124,695 1,096,032 —      1,105,282
Other income (expense):

Interest income
   193 64,557 11,667 (63,877 ) 12,540
Interest expense, net of amounts capitalized
   (3,734 ) (49,261 ) (140,087 ) 63,877 (129,205 )
Other expense
   (47 ) (324 ) (1,266 ) —      (1,637 )
Loss on modification or early retirement of debt
   (2,831 ) (1,599 ) (14,804 ) —      (19,234 )
Income from equity investments in subsidiaries
   810,723 649,899 —      (1,460,622 ) —


Income before income taxes
   688,859 787,967 951,542 (1,460,622 ) 967,746
Income tax benefit (expense)
   50,670 (41,218 ) (111,708 ) —      (102,256 )


Net income
   739,529 746,749 839,834 (1,460,622 ) 865,490
Net income attributable to noncontrolling interests
   —      (1,261 ) (124,700 ) —      (125,961 )


Net income attributable to Las Vegas Sands Corp.
   $ 739,529 $ 745,488 $ 715,134 $ (1,460,622 ) $ 739,529


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2011
   Consolidating/
   Las Vegas Restricted Non-Restricted Eliminating
   Sands Corp. Subsidiaries Subsidiaries Entries Total
Revenues:

Casino
   $ —      $ 188,246 $ 3,338,515 $ —      $ 3,526,761
Rooms
   —      225,805 245,865 —      471,670
Food and beverage
   —      97,880 193,529 —      291,409
Mall
   —      —      129,744 —      129,744
Convention, retail and other
   —      133,699 166,381 (64,527 ) 235,553


   —      645,630 4,074,034 (64,527 ) 4,655,137
Less — promotional allowances
   (335 ) (33,843 ) (163,168 ) (776 ) (198,122 )


Net revenues
   (335 ) 611,787 3,910,866 (65,303 ) 4,457,015


Operating expenses:

Casino
   —      124,186 1,772,891 (1,128 ) 1,895,949
Rooms
   —      66,229 32,957 —      99,186
Food and beverage
   —      46,950 100,852 (2,964 ) 144,838
Mall
   —      —      28,222 —      28,222
Convention, retail and other
   —      42,714 131,590 (10,257 ) 164,047
Provision for doubtful accounts
   —      6,591 51,963 —      58,554
General and administrative
   —      124,434 309,967 (355 ) 434,046
Corporate
   70,049 138 60,364 (50,599 ) 79,952
Pre-opening
   —      15 27,634 —      27,649
Development
   2,993 —      —      —      2,993
Depreciation and amortization
   8,661 116,613 271,124 —      396,398
Amortization of leasehold interests in land
   —      —      23,190 —      23,190
(Gain) loss on disposal of assets
   7,663 2,027 (1,748 ) —      7,942


   89,366 529,897 2,809,006 (65,303 ) 3,362,966


Operating income (loss)
   (89,701 ) 81,890 1,101,860 —      1,094,049
Other income (expense):

Interest income
   3,088 52,454 2,593 (52,060 ) 6,075
Interest expense, net of amounts capitalized
   (6,900 ) (45,934 ) (143,403 ) 52,060 (144,177 )
Other income (expense)
   —      272 (3,039 ) —      (2,767 )
Income from equity investments in subsidiaries
   771,802 646,086 —      (1,417,888 ) —


Income before income taxes
   678,289 734,768 958,011 (1,417,888 ) 953,180
Income tax benefit (expense)
   21,671 (27,021 ) (94,235 ) —      (99,585 )


Net income
   699,960 707,747 863,776 (1,417,888 ) 853,595
Net income attributable to noncontrolling interests
   —      (1,292 ) (152,343 ) —      (153,635 )


Net income attributable to Las Vegas Sands Corp.
   $ 699,960 $ 706,455 $ 711,433 $ (1,417,888 ) $ 699,960


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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended ~~March 31,~~June 30, 2012

   Las Vegas
Sands Corp.    Restricted
Subsidiaries Non-Restricted
Subsidiaries Consolidating/
Eliminating
Entries Total    Consolidating/
      Las Vegas Restricted Non-Restricted Eliminating
      Sands Corp. Subsidiaries Subsidiaries Entries Total
Net income
   $ 498,942    $ 486,649 $ 542,157 $ (948,639 ) $ 579,109    $ 240,587 $ 260,100 $ 297,677 $ (511,983 ) $ 286,381
Currency translation adjustment
   97,831    83,269 98,878 (181,100 ) 98,878    (29,406 ) (24,475 ) (27,958 ) 53,881 (27,958 )






Total comprehensive income
   596,773    569,918 641,035 (1,129,739 ) 677,987    211,181 235,625 269,719 (458,102 ) 258,423
Comprehensive income attributable to noncontrolling interests
   —         (525 ) (80,689 ) —      (81,214 )    —      (736 ) (46,506 ) —      (47,242 )






Comprehensive income attributable to Las Vegas Sands Corp.
   $ 596,773    $ 569,393 $ 560,346 $ (1,129,739 ) $ 596,773    $ 211,181 $ 234,889 $ 223,213 $ (458,102 ) $ 211,181






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

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended ~~March 31,~~June 30, 2011

      Consolidating/
   Las Vegas    Restricted Non-Restricted Eliminating
Las Vegas
Sands Corp. Restricted
Subsidiaries Non-Restricted
Subsidiaries Consolidating/
Eliminating
Entries Total    Sands Corp.    Subsidiaries Subsidiaries Entries Total
Net income
$ 289,323 $ 302,371 $ 379,470 $ (606,661 ) $ 364,503    $ 410,637    $ 405,376 $ 484,306 $ (811,227 ) $ 489,092
Currency translation adjustment
34,493 28,252 31,956 (62,745 ) 31,956    54,483    47,072 56,892 (101,555 ) 56,892





Total comprehensive income
323,816 330,623 411,426 (669,406 ) 396,459    465,120    452,448 541,198 (912,782 ) 545,984
Comprehensive income attributable to noncontrolling interests
—      —      (72,643 ) —      (72,643 )    —         (1,292 ) (79,572 ) —      (80,864 )





Comprehensive income attributable to Las Vegas Sands Corp.
$ 323,816 $ 330,623 $ 338,783 $ (669,406 ) $ 323,816    $ 465,120    $ 451,156 $ 461,626 $ (912,782 ) $ 465,120





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2012
      Consolidating/
   Las Vegas    Restricted Non-Restricted Eliminating
   Sands Corp.    Subsidiaries Subsidiaries Entries Total
Net income
   $ 739,529    $ 746,749 $ 839,834 $ (1,460,622 ) $ 865,490
Currency translation adjustment
   68,425    58,794 70,920 (127,219 ) 70,920




Total comprehensive income
   807,954    805,543 910,754 (1,587,841 ) 936,410
Comprehensive income attributable to noncontrolling interests
   —         (1,261 ) (127,195 ) —      (128,456 )




Comprehensive income attributable to Las Vegas Sands Corp.
   $ 807,954    $ 804,282 $ 783,559 $ (1,587,841 ) $ 807,954




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2011
      Consolidating/
   Las Vegas    Restricted Non-Restricted Eliminating
   Sands Corp.    Subsidiaries Subsidiaries Entries Total
Net income
   $ 699,960    $ 707,747 $ 863,776 $ (1,417,888 ) $ 853,595
Currency translation adjustment
   88,976    75,324 88,848 (164,300 ) 88,848




Total comprehensive income
   788,936    783,071 952,624 (1,582,188 ) 942,443
Comprehensive income attributable to noncontrolling interests
   —         (1,292 ) (152,215 ) —      (153,507 )




Comprehensive income attributable to Las Vegas Sands Corp.
   $ 788,936    $ 781,779 $ 800,409 $ (1,582,188 ) $ 788,936




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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2012

   Consolidating/
   Las Vegas Restricted Non-Restricted Eliminating
   Las Vegas
Sands Corp. Restricted
Subsidiaries Non-Restricted
Subsidiaries Consolidating/
Eliminating
Entries Total    Sands Corp. Subsidiaries Subsidiaries Entries Total
Net cash generated from operating activities
   $ 22,116 $ 273,221 $ 472,362 $ (100,248 ) $ 667,451    $ 82,011 $ 798,641 $ 1,363,504 $ (825,837 ) $ 1,418,319




Cash flows from investing activities:

Change in restricted cash and cash equivalents
   —      —      (195 ) —      (195 )    —      —      (454 ) —      (454 )
Capital expenditures
   (4,805 ) (16,694 ) (376,761 ) —      (398,260 )    (12,332 ) (47,438 ) (675,742 ) —      (735,512 )
Proceeds from disposal of property and equipment
   —      11 750 —      761    —      24 1,454 —      1,478
Notes receivable to non-restricted subsidiaries
   —      (5,198 ) —      5,198 —         —      (7,315 ) —      7,315 —
Dividends received from non-restricted subsidiaries
   —      268,000 —      (268,000 ) —         —      712,500 —      (712,500 ) —
Repayment of receivable from non-restricted subsidiaries
   —      250 —      (250 ) —         —      450 —      (450 ) —
Capital contributions to subsidiaries
   (33 ) (250,000 ) —      250,033 —         (33 ) (665,000 ) —      665,033 —




Net cash used in investing activities
   (4,838 ) (3,631 ) (376,206 ) (13,019 ) (397,694 )    (12,365 ) (6,779 ) (674,742 ) (40,602 ) (734,488 )




Cash flows from financing activities:

Proceeds from exercise of stock options
   19,183 —      2,076 —      21,259    22,137 —      3,419 —      25,556
Proceeds from the exercise of warrants
   526,168 —      —      —      526,168    526,398 —      —      —      526,398
Dividends paid
   (205,245 ) —      (178,218 ) —      (383,463 )    (410,586 ) —      (357,056 ) —      (767,642 )
Distributions to noncontrolling interests
   —      (525 ) (1,670 ) —      (2,195 )    —      (1,261 ) (3,834 ) —      (5,095 )
Dividends paid to Las Vegas Sands Corp.
   —      (100,248 ) —      100,248 —         —      (123,836 ) (75,012 ) 198,848 —
Dividends paid to Restricted Subsidiaries
   —      —      (268,000 ) 268,000 —         —      —      (1,339,489 ) 1,339,489 —
Capital contributions received
   —      —      250,033 (250,033 ) —         —      —      665,033 (665,033 ) —
Borrowings from Restricted Subsidiaries
   —      —      5,198 (5,198 ) —         —      —      7,315 (7,315 ) —
Repayments on borrowings from Restricted Subsidiaries
   —      —      (250 ) 250 —         —      —      (450 ) 450 —
Proceeds from 2012 Singapore credit facility
   —      —      3,625,516 —      3,625,516
Repayments on Singapore credit facility
   —      —      (98,577 ) —      (98,577 )    —      —      (3,635,676 ) —      (3,635,676 )
Repayments on senior secured credit facility
   —      (7,234 ) —      —      (7,234 )    —      (413,341 ) —      —      (413,341 )
Redemption of senior notes
   (189,712 ) —      —      —      (189,712 )    (189,712 ) —      —      —      (189,712 )
Repayments on ferry financing
   —      —      (8,779 ) —      (8,779 )    —      —      (140,337 ) —      (140,337 )
Repayments on airplane financings
   (922 ) —      —      —      (922 )    (1,844 ) —      —      —      (1,844 )
Repayments on HVAC
   —      (415 ) —      —      (415 )
Repayments on HVAC equipment lease
   —      (839 ) —      —      (839 )
Repayments on other long-term debt
   —      —      (592 ) —      (592 )    —      —      (1,041 ) —      (1,041 )
Payments of deferred financing costs
   —      —      (114 ) —      (114 )    —      —      (100,142 ) —      (100,142 )




Net cash generated from (used in) financing activities
   149,472 (108,422 ) (298,893 ) 113,267 (144,576 )
Net cash used in financing activities
   (53,607 ) (539,277 ) (1,351,754 ) 866,439 (1,078,199 )




Effect of exchange rate on cash
   —      —      28,461 —      28,461    —      —      13,650 —      13,650




Increase (decrease) in cash and cash equivalents
   166,750 161,168 (174,276 ) —      153,642    16,039 252,585 (649,342 ) —      (380,718 )
Cash and cash equivalents at beginning of period
   12,849 689,642 3,200,227 —      3,902,718    12,849 689,642 3,200,227 —      3,902,718




Cash and cash equivalents at end of period
   $ 179,599 $ 850,810 $ 3,025,951 $ —      $ 4,056,360    $ 28,888 $ 942,227 $ 2,550,885 $ —      $ 3,522,000




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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2011

   Consolidating/
   Las Vegas Restricted Non-Restricted Eliminating
   Las Vegas
Sands Corp. Restricted
Subsidiaries Non-Restricted
Subsidiaries Consolidating/
Eliminating
Entries Total    Sands Corp. Subsidiaries Subsidiaries Entries Total
Net cash generated from (used in) operating activities
   $ (21,295 ) $ 46,192 $ 422,045 $ (28,564 ) $ 418,378    $ (33,709 ) $ 139,097 $ 1,025,213 $ (49,078 ) $ 1,081,523




Cash flows from investing activities:

Change in restricted cash and cash equivalents
   —      —      149,962 —      149,962    —      2,071 364,609 —      366,680
Capital expenditures
   (2,429 ) (8,760 ) (321,319 ) —      (332,508 )    (6,898 ) (16,951 ) (696,847 ) —      (720,696 )
Proceeds from disposal of property and equipment
   —      —      3,097 —      3,097    —      —      4,416 —      4,416
Acquisition of intangible assets
   (100 ) —      (229 ) —      (329 )    (100 ) —      (475 ) —      (575 )
Notes receivable to non-restricted subsidiaries
   —      (18,110 ) —      18,110 —         —      (34,171 ) —      34,171 —
Dividends received from non-restricted subsidiaries
   —      23,400 —      (23,400 ) —         —      41,400 —      (41,400 ) —
Capital contributions to subsidiaries
   (50,000 ) —      —      50,000 —         (50,000 ) —      —      50,000 —




Net cash used in investing activities
   (52,529 ) (3,470 ) (168,489 ) 44,710 (179,778 )    (56,998 ) (7,651 ) (328,297 ) 42,771 (350,175 )




Cash flows from financing activities:

Proceeds from exercise of stock options
   8,420 —      91 —      8,511    13,030 —      1,300 —      14,330
Proceeds from the exercise of warrants
   5,760 —      —      —      5,760    6,760 —      —      —      6,760
Dividends paid
   (19,598 ) —      —      —      (19,598 )    (38,817 ) —      —      —      (38,817 )
Distribution to noncontrolling interests
   —      (1,292 ) (4,571 ) —      (5,863 )
Dividends paid to Las Vegas Sands Corp.
   —      (28,564 ) —      28,564 —         —      (49,078 ) —      49,078 —
Dividends paid to Restricted Subsidiaries
   —      —      (23,400 ) 23,400 —         —      —      (41,400 ) 41,400 —
Capital contributions received
   —      50,000 —      (50,000 ) —         —      50,000 —      (50,000 ) —
Borrowings from Restricted Subsidiaries
   —      —      18,110 (18,110 ) —         —      —      34,171 (34,171 ) —
Repayments on Singapore credit facility
   —      —      (97,691 ) —      (97,691 )    —      —      (198,940 ) —      (198,940 )
Repayments on VML credit facility
   —      —      (25,000 ) —      (25,000 )
Repayments on senior secured credit facility
   —      (7,234 ) —      —      (7,234 )    —      (14,469 ) —      —      (14,469 )
Repayments on VML credit facility
   —      —      (6,250 ) —      (6,250 )
Repayments on ferry financing
   —      —      (8,745 ) —      (8,745 )    —      —      (17,508 ) —      (17,508 )
Repayments on airplane financings
   (922 ) —      —      —      (922 )    (1,844 ) —      —      —      (1,844 )
Repayments on HVAC
   —      (426 ) —      —      (426 )
Repayments on HVAC equipment lease
   —      (861 ) —      —      (861 )
Repayments on other long-term debt
   —      —      (453 ) —      (453 )    —      —      (896 ) —      (896 )
Repurchase of preferred stock
   (4,544 ) —      —      —      (4,544 )    (5,328 ) —      —      —      (5,328 )
Payments of preferred stock inducement premium
   (16,201 ) —      —      —      (16,201 )    (16,493 ) —      —      —      (16,493 )
Payments of deferred financing costs
   —      —      (57 ) —      (57 )




Net cash generated from (used in) financing activities
   (27,085 ) 13,776 (118,338 ) (16,146 ) (147,793 )
Net cash used in financing activities:
   (42,692 ) (15,700 ) (252,901 ) 6,307 (304,986 )




Effect of exchange rate on cash
   —      —      6,053 —      6,053
Effect of foreign exchange rate on cash
   —      —      15,663 —      15,663




Increase (decrease) in cash and cash equivalents
   (100,909 ) 56,498 141,271 —      96,860    (133,399 ) 115,746 459,678 —      442,025
Cash and cash equivalents at beginning of period
   1,031,844 412,226 1,593,011 —      3,037,081    1,031,844 412,226 1,593,011 —      3,037,081




Cash and cash equivalents at end of period
   $ 930,935 $ 468,724 $ 1,734,282 $ —      $ 3,133,941    $ 898,445 $ 527,972 $ 2,052,689 $ —      $ 3,479,106




LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 —MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “— Special Note Regarding Forward-Looking Statements.”
Operations
We view each of our casino properties as an operating segment. Our operating segments in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China consist of The Venetian Macao Resort Hotel (“The Venetian Macao”); the Four Seasons Hotel Macao, Cotai Strip and the Plaza Casino (collectively, the “Four Seasons Macao”); the Sands Macao; Sands Cotai Central, which opened phase I in April 2012; and other ancillary operations in that region (“Other Asia”). Our operating segment in Singapore is the Marina Bay Sands. Our operating segments in the United States consist of The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), The Palazzo Resort Hotel Casino (“The Palazzo”) and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”). The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and our organizational and management reporting structure.
Macao
We own 70.3% of Sands China Ltd. (“SCL”), which includes the operations of the Sands Macao, The Venetian Macao, Four Seasons Macao, Sands Cotai Central and other ancillary operations that support these properties. We operate the gaming areas within these properties pursuant to a 20-year gaming subconcession.
We own and operate The Venetian Macao, which anchors the Cotai Strip, our master-planned development of integrated resort properties on an area of approximately ~~200~~140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and ~~6 and 7 and 8)~~6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately 534,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; retail and dining space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately ~~83.8%~~83.4% and ~~84.0%~~84.7% of the gross revenue at The Venetian Macao for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2011, respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources.
We own the Four Seasons Macao ~~which is located~~(located on parcel ~~2 and~~2), which is adjacent and connected to The Venetian Macao. The Four Seasons Macao is an integrated resort that includes 360 rooms and suites managed and operated by Four Seasons Hotels Inc., and features 19 Paiza mansions; approximately 91,000 square feet of gaming space; retail space of approximately 211,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities operated by us. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. We have completed the structural work of the tower and expect to monetize units within the Four Seasons Apartments after the necessary government approvals are obtained and future demand warrants it. Approximately ~~91.0%~~89.0% and ~~89.8%~~84.6% of the gross revenue at the Four Seasons Macao for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2011, respectively, was derived from gaming activities, with the remainder derived primarily from mall and ~~other non-gaming sources.~~room operations.
We own and operate the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao includes approximately 197,000 square feet of gaming space; a 289-suite hotel tower; several restaurants; VIP facilities; a theater and other high-end services and amenities. Approximately ~~95.0%~~94.6% and ~~94.6%~~94.7% of the gross revenue at the Sands Macao for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2011, respectively, was derived from gaming activities, with the remainder derived primarily ~~derived~~ from food and ~~beverage.~~beverage operations.
In April 2012, we opened phase I of our Sands Cotai Central integrated resort ~~which is located~~(located on parcels 5 and ~~6 and~~6), which is situated across the street from The Venetian Macao and Four Seasons Macao. Phase I consists of a hotel tower on parcel 5, which includes approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand. Phase I also includes completion of the structural work of an adjacent hotel tower, located on parcel 6, to be managed by Sheraton International Inc. and Sheraton Overseas Management Co. (collectively “Starwood”) under the Sheraton Towers brand; a variety of retail offerings; more than 300,000 square feet of meeting space; several food and beverage establishments; along with the 106,000-square-foot casino and VIP gaming areas. Phase IIA, which is currently scheduled to open in the third quarter of 2012, includes the opening of the first hotel tower on parcel 6, which will feature ~~nearly 2,000~~up to 2,500 Sheraton-branded rooms, along with the second casino and the remaining retail, entertainment, dining and meeting facilities. Phase IIB, which is projected to open in the
first quarter of 2013, consists of the second hotel tower on parcel 6 and
will feature an additional ~~2,000~~1,500 rooms and suites under the Sheraton Towers brand. Upon completion of phases I and II of the project, the integrated resort will feature approximately 5,800 hotel rooms, approximately 300,000 square feet of gaming space, approximately 1.2 million square feet of retail, entertainment, dining and exhibition and conference facilities, and a multipurpose theater. The total cost to complete phases I and II is expected to be approximately ~~$1.2 billion.~~$950 million. Phase III of the project is expected to include a fourth hotel and mixed-use tower, located on parcel 5, to be managed by Starwood under the St. Regis brand and the total cost to complete is expected to be approximately $450 million. We intend to commence construction of phase III of the project as demand and market conditions warrant it. As of ~~March 31,~~June 30, 2012, we have capitalized costs of ~~$3.32~~$3.59 billion for the entire project, including the land premium (net of amortization) and ~~$213.6~~$212.3 million in outstanding construction payables. Approximately 89.4% of the gross revenue at Sands Cotai Central for the 81-day period ended June 30, 2012, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.
Singapore
We own and operate the Marina Bay Sands in Singapore, which features three 55-story hotel towers (with approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. Approximately ~~78.8%~~77.0% and ~~75.3%~~76.1% of the gross revenue at the Marina Bay Sands for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2011, respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.
United States
Las Vegas
Our Las Vegas Operating Properties, situated on or near the Las Vegas Strip, consist of The Venetian Las Vegas, a Renaissance Venice-themed resort; The Palazzo, a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and approximately 225,000 square feet of gaming space. Our Las Vegas Operating Properties also feature a meeting and conference facility of approximately 1.1 million square feet; Canyon Ranch SpaClub facilities; a Paiza Club, offering services and amenities to premium customers, including luxurious VIP suites, spa facilities and private VIP gaming room facilities; entertainment facilities and enclosed retail, dining and entertainment complexes located within The Venetian Las Vegas (“The Grand Canal Shoppes”) and The Palazzo (“The Shoppes at The Palazzo”), both of which were sold to GGP Limited Partnership (“GGP”). See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net” regarding the sale of The Shoppes at The Palazzo.
Approximately ~~61.1%~~66.4% and ~~74.3%~~72.0% of gross revenue at our Las Vegas Operating Properties for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2011, respectively, was derived from room, food and beverage and other non-gaming sources, and ~~38.9%~~33.6% and ~~25.7%~~28.0%, respectively, was derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business.
Pennsylvania
We own and operate the Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem currently features approximately 152,000 square feet of gaming space; a 300-room hotel tower, which opened in May 2011; a 150,000-square-foot retail facility, with a progressive opening that began in November 2011; an arts and cultural center; a 50,000-square-foot multipurpose event center, which opened in May 2012; and is the broadcast home of the local PBS affiliate. ~~We have recommenced construction on the remaining component of the integrated resort, a 50,000-square-foot multipurpose event center (expected to open in the second quarter of 2012).~~ Sands Bethlehem is also expected to be home to the National Museum of Industrial History. We own 86% of the economic interest in the gaming, hotel and entertainment portion of the property through our ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through our ownership interest in Sands Bethworks Retail LLC. Approximately ~~89.5%~~89.0% and ~~92.0%~~91.2% of the gross revenue at Sands Bethlehem for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2011, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming sources.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial
condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2011 Annual Report on Form 10-K filed on February 29, 2012.
There were no newly identified significant accounting estimates during the ~~three~~six months ended ~~March 31,~~June 30, 2012, nor were there any material changes to the critical accounting policies and estimates discussed in our 2011 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”
Summary Financial Results
The following table summarizes our results of operations:

   Three Months Ended March 31,    Three Months Ended June 30, Six Months Ended June 30,
   2012    2011    Percent
Change    2012    2011    Percent
Change 2012    2011    Percent
Change
   (Dollars in thousands)    (Dollars in thousands)
Net revenues
   $ 2,762,742    $ 2,111,919    30.8 %    $ 2,581,906    $ 2,345,096    10.1 % $ 5,344,648    $ 4,457,015    19.9 %
Operating expenses
   2,055,188    1,625,992    26.4 %    2,184,178    1,736,974    25.7 % 4,239,366    3,362,966    26.1 %
Operating income
   707,554    485,927    45.6 %    397,728    608,122    (34.6 )% 1,105,282    1,094,049    1.0 %
Income before income taxes
   642,280    409,714    56.8 %    325,466    543,466    (40.1 )% 967,746    953,180    1.5 %
Net income
   579,109    364,503    58.9 %    286,381    489,092    (41.4 )% 865,490    853,595    1.4 %
Net income attributable to Las Vegas Sands Corp.
   498,942    289,323    72.5 %
Net income attributable to Las Vegas

Sands Corp.
   240,587    410,637    (41.4 )% 739,529    699,960    5.7 %

   Percent of Net
Revenues    Percent of Net Revenues
   Three Months Ended
March 31,    Three Months Ended
June 30, Six Months Ended
June 30,
   2012 2011    2012 2011 2012 2011
Operating expenses
   74.4 % 77.0 %    84.6 % 74.1 % 79.3 % 75.5 %
Operating income
   25.6 % 23.0 %    15.4 % 25.9 % 20.7 % 24.5 %
Income before income taxes
   23.2 % 19.4 %    12.6 % 23.2 % 18.1 % 21.4 %
Net income
   21.0 % 17.3 %    11.1 % 20.9 % 16.2 % 19.2 %
Net income attributable to Las Vegas Sands Corp.
   18.1 % 13.7 %    9.3 % 17.5 % 13.8 % 15.7 %
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, Four Seasons Macao, Sands Cotai Central, ~~(which opened in April 2012),~~ Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and the volume of table games and slot machine play (including similar electronic gaming devices). Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore:Macao and Singapore table games are segregated into two groups, consistent with the Macao and Singapore markets’ convention: Rolling Chip play (all VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost are substantially higher than the amounts dropped. Slot handle (“handle”), also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games, our Rolling Chip win
percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0% and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of ~~27.3%~~29.2%, ~~20.5%~~20.6%, ~~40.3%~~42.1% and ~~23.0%~~22.8% at The Venetian Macao, Sands Macao, Four Seasons Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of ~~6.4%~~5.7%, ~~5.5%~~4.6%, ~~5.7%~~5.6% and 5.3% at The Venetian Macao, Sands Macao, Four Seasons Macao and Marina Bay Sands, respectively. Actual win may vary from the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, ~~31.2%~~31.7% and ~~37.3%~~35.6%, respectively, of our table games play was conducted on a credit basis for the ~~three~~six months ended ~~March 31,~~June 30, 2012.
Casino revenue measurements for the U.S.:The volume measurements in the U.S. are table games drop and slot handle, as previously described. We view table games win as a percentage of drop and slot hold as a percentage of handle. ~~As in Macao and Singapore, slot machine play is generally conducted on a cash basis.~~ Based upon our mix of table games, our table games have produced a trailing 12-month win percentage (calculated before discounts) of ~~17.9%~~20.0% and ~~14.8%~~14.5% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.7% and 7.2% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from the trailing 12-month win and hold percentages. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately ~~75.6%~~72.7% of our table games play in Las Vegas, for ~~three~~six months ended ~~March 31,~~June 30, 2012, was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash basis.
Hotel revenue measurements:~~Hotel~~Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per ~~day, are used as performance indicators.~~day. The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space that is currently under development or not on the market for lease. Base rent per square foot is the weighted average base, or minimum, rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.
Three Months Ended ~~March 31,~~June 30, 2012 Compared to the Three Months Ended ~~March 31,~~June 30, 2011
Operating Revenues
Our net revenues consisted of the following:

   Three Months Ended March 31,    Three Months Ended June 30,
   2012 2011 Percent
Change    2012 2011 Percent
Change
   (Dollars in thousands)    (Dollars in thousands)
Casino
   $ 2,266,493 $ 1,664,489 36.2 %    $ 2,067,424 $ 1,862,272 11.0 %
Rooms
   267,727 231,974 15.4 %    275,311 239,696 14.9 %
Food and beverage
   153,455 145,393 5.5 %    159,744 146,016 9.4 %
Mall
   71,418 55,865 27.8 %    93,740 73,879 26.9 %
Convention, retail and other
   129,717 108,790 19.2 %    116,834 126,763 (7.8 )%




   2,888,810 2,206,511 30.9 %    2,713,053 2,448,626 10.8 %
Less - promotional allowances
   (126,068 ) (94,592 ) (33.3 )%
Less—promotional allowances
   (131,147 ) (103,530 ) (26.7 )%




Total net revenues
   $ 2,762,742 $ 2,111,919 30.8 %    $ 2,581,906 $ 2,345,096 10.1 %




Consolidated net revenues were ~~$2.76~~$2.58 billion for the three months ended ~~March 31,~~June 30, 2012, an increase of ~~$650.8~~$236.8 million compared to ~~$2.11~~$2.35 billion for the three months ended ~~March 31,~~June 30, 2011. The increase ~~in net revenues~~ was driven by ~~an increase~~$265.6 million of ~~$290.1 million across all of our Macao operations~~net revenues at Sands Cotai Central, which opened in April 2012, and a ~~$263.7~~$145.4 million increase at Four Seasons Macao, partially offset by decreases of $86.0 million, $59.4 million and $42.8 million at The Venetian Macao, Sands Macao and Marina Bay ~~Sands.~~Sands, respectively.
Casino revenues increased ~~$602.0~~$205.2 million compared to the three months ended ~~March 31,~~June 30, 2011. ~~Of the~~The increase ~~$268.0 million was~~is attributable to ~~our~~$249.5 million of revenues at Sands Cotai Central and a $141.5 million increase at Four Seasons Macao, ~~operations,~~ driven by ~~an increase~~increases in Rolling Chip volume and win percentage. These increases were partially offset by decreases of $86.9 million and $59.0 million at ~~Four Seasons~~The Venetian Macao and ~~a $236.9 million increase at Marina Bay~~ Sands ~~driven by increases~~Macao, respectively, due to decreases in Rolling Chip win percentage and volume, ~~and Non-Rolling~~as well as a $44.4 million decrease at Marina Bay Sands, driven by a decrease in Rolling Chip ~~drop.~~win percentage. The following table summarizes the results of our casino activity:

   Three Months Ended March 31,    Three Months Ended June 30,
   2012 2011 Change    2012 2011 Change
   (Dollars in thousands)    (Dollars in thousands)
Macao Operations:

The Venetian Macao

Total casino revenues
   $ 673,874 $ 553,417 21.8 %    $ 561,591 $ 648,471 (13.4 )%
Non-Rolling Chip drop
   $ 1,105,557 $ 980,605 12.7 %    $ 1,020,925 $ 1,024,247 (0.3 )%
Non-Rolling Chip win percentage
   30.7 % 27.9 % 2.8 pts    30.6 % 25.6 % 5.0 pts
Rolling Chip volume
   $ 13,801,574 $ 12,388,979 11.4 %    $ 11,161,558 $ 13,369,929 (16.5 )%
Rolling Chip win percentage
   2.93 % 2.69 % 0.24 pts    2.68 % 3.46 % (0.78 )pts
Slot handle
   $ 1,240,841 $ 743,071 67.0 %    $ 1,148,802 $ 858,244 33.9 %
Slot hold percentage
   5.6 % 6.9 % (1.3 )pts    5.2 % 6.7 % (1.5 )pts
Sands Macao

Total casino revenues
   $ 341,078 $ 315,674 8.0 %    $ 264,771 $ 323,731 (18.2 )%
Non-Rolling Chip drop
   $ 707,845 $ 688,680 2.8 %    $ 717,091 $ 713,485 0.5 %
Non-Rolling Chip win percentage
   21.2 % 20.3 % 0.9 pts    19.7 % 20.0 % (0.3 )pts
Rolling Chip volume
   $ 6,433,477 $ 8,269,381 (22.2 )%    $ 6,164,802 $ 7,753,323 (20.5 )%
Rolling Chip win percentage
   3.73 % 2.75 % 0.98 pts    2.58 % 2.98 % (0.40 )pts
Slot handle
   $ 663,244 $ 435,865 52.2 %    $ 611,728 $ 462,617 32.2 %
Slot hold percentage
   4.4 % 6.5 % (2.1 )pts    4.1 % 5.8 % (1.7 )pts
Four Seasons Macao

Total casino revenues
   $ 282,914 $ 160,823 75.9 %    $ 239,783 $ 98,312 143.9 %
Non-Rolling Chip drop
   $ 105,934 $ 82,443 28.5 %    $ 90,953 $ 96,929 (6.2 )%
Non-Rolling Chip win percentage
   41.7 % 40.1 % 1.6 pts    43.9 % 37.6 % 6.3 pts
Rolling Chip volume
   $ 12,703,170 $ 3,947,963 221.8 %    $ 9,207,309 $ 3,355,650 174.4 %
Rolling Chip win percentage
   2.83 % 3.90 % (1.07 )pts    3.05 % 2.25 % 0.80 pts
Slot handle
   $ 198,247 $ 187,504 5.7 %    $ 199,069 $ 200,577 (0.8 )%
Slot hold percentage
   6.0 % 6.5 % (0.5 )pts    5.4 % 5.4 % — pts
Sands Cotai Central

Total casino revenues
   $ 249,466 $ —    — %
Non-Rolling Chip drop
   $ 389,446 $ —    — %
Non-Rolling Chip win percentage
   21.5 % — % — pts
Rolling Chip volume
   $ 6,820,630 $ —    — %
Rolling Chip win percentage
   3.12 % — % — pts
Slot handle
   $ 665,384 $ —    — %
Slot hold percentage
   4.0 % — % — pts
Singapore Operations:

Marina Bay Sands

Total casino revenues
   $ 701,282 $ 464,397 51.0 %    $ 550,231 $ 594,617 (7.5 )%
Non-Rolling Chip drop
   $ 1,167,013 $ 986,444 18.3 %    $ 1,205,491 $ 1,114,463 8.2 %
Non-Rolling Chip win percentage
   22.2 % 22.6 % (0.4 )pts    22.2 % 22.5 % (0.3 )pts
Rolling Chip volume
   $ 12,804,546 $ 10,132,339 26.4 %    $ 11,505,743 $ 12,228,811 (5.9 )%
Rolling Chip win percentage
   3.58 % 2.56 % 1.02 pts    2.42 % 2.99 % (0.57 )pts
Slot handle
   $ 2,740,649 $ 2,041,765 34.2 %    $ 2,741,055 $ 2,380,655 15.1 %
Slot hold percentage
   5.4 % 5.3 % 0.1 pts    5.2 % 5.4 % (0.2 )pts
U.S. Operations:

Las Vegas Operating Properties

Total casino revenues
   $ 158,694 $ 83,123 90.9 %    $ 94,598 $ 105,123 (10.0 )%
Table games drop
   $ 609,019 $ 476,582 27.8 %    $ 434,612 $ 422,213 2.9 %
Table games win percentage
   24.0 % 13.3 % 10.7 pts    16.5 % 20.0 % (3.5 )pts
Slot handle
   $ 483,826 $ 407,348 18.8 %    $ 445,083 $ 411,515 8.2 %
Slot hold percentage
   8.5 % 8.5 % — pts    8.9 % 8.8 % 0.1 pts
Sands Bethlehem

Total casino revenues
   $ 108,651 $ 87,055 24.8 %    $ 106,984 $ 92,018 16.3 %
Table games drop
   $ 201,504 $ 118,965 69.4 %    $ 218,423 $ 151,541 44.1 %
Table games win percentage
   14.9 % 16.7 % (1.8 )pts    14.3 % 14.0 % 0.3 pts
Slot handle
   $ 1,033,651 $ 881,378 17.3 %    $ 1,012,576 $ 947,870 6.8 %
Slot hold percentage
   7.3 % 7.4 % (0.1 )pts    7.2 % 7.2 % — pts
In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues increased ~~$35.8~~$35.6 million compared to the three months ended ~~March 31,~~June 30, 2011. ~~The~~Of the increase, $18.5 million was ~~primarily due~~attributable to ~~a $21.3 million increase at~~ Marina Bay Sands, ~~and a $12.0 million increase at our Macao operations~~ driven by increases in occupancy and average daily room ~~rates.~~rates, and $15.3 million was attributable to the opening of Sands Cotai Central. The hotel tower at Sands Bethlehem opened in May 2011. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:

   Three Months Ended March 31,    Three Months Ended June 30,
   2012 2011 Change    2012 2011 Change
   (Room revenues in thousands)    (Room revenues in thousands)
Macao Operations:

The Venetian Macao

Total room revenues
   $ 58,968 $ 50,225 17.4 %    $ 49,905 $ 51,388 (2.9 )%
Occupancy rate
   93.4 % 86.5 % 6.9 pts    86.7 % 89.7 % (3.0 )pts
Average daily room rate
   $ 244 $ 227 7.5 %    $ 228 $ 223 2.2 %
Revenue per available room
   $ 228 $ 197 15.7 %    $ 198 $ 200 (1.0 )%
Sands Macao

Total room revenues
   $ 6,155 $ 5,535 11.2 %    $ 5,828 $ 5,579 4.5 %
Occupancy rate
   93.8 % 84.9 % 8.9 pts    93.2 % 88.0 % 5.2 pts
Average daily room rate
   $ 252 $ 251 0.4 %    $ 242 $ 242 — %
Revenue per available room
   $ 236 $ 213 10.8 %    $ 225 $ 213 5.6 %
Four Seasons Macao

Total room revenues
   $ 8,915 $ 7,552 18.0 %
Occupancy rate
   73.3 % 67.8 % 5.5 pts
Average daily room rate
   $ 357 $ 323 10.5 %
Revenue per available room
   $ 261 $ 219 19.2 %
Sands Cotai Central

Total room revenues
   $ 10,096 $ 7,506 34.5 %    $ 15,337 $ —    — %
Occupancy rate
   82.3 % 64.6 % 17.7 pts    75.1 % — % — pts
Average daily room rate
   $ 360 $ 341 5.6 %    $ 141 $ —    — %
Revenue per available room
   $ 296 $ 220 34.5 %    $ 106 $ —    — %
Singapore Operations:

Marina Bay Sands

Total room revenues
   $ 77,136 $ 55,834 38.2 %    $ 80,124 $ 61,588 30.1 %
Occupancy rate
   98.4 % 86.3 % 12.1 pts    99.1 % 90.8 % 8.3 pts
Average daily room rate
   $ 341 $ 285 19.6 %    $ 351 $ 295 19.0 %
Revenue per available room
   $ 335 $ 246 36.2 %    $ 348 $ 268 29.9 %
U.S. Operations:

Las Vegas Operating Properties

Total room revenues
   $ 113,449 $ 112,874 0.5 %    $ 112,787 $ 112,931 (0.1 )%
Occupancy rate
   83.4 % 83.9 % (0.5 )pts    86.2 % 88.8 % (2.6 )pts
Average daily room rate
   $ 214 $ 212 0.9 %    $ 205 $ 200 2.5 %
Revenue per available room
   $ 178 $ 178 — %    $ 176 $ 177 (0.6 )%
Sands Bethlehem

Total room revenues
   $ 1,923 $ —      — %    $ 2,415 $ 658 267.0 %
Occupancy rate
   50.3 % —   % — pts    62.2 % 49.1 % 13.1 pts
Average daily room rate
   $ 139 $ —      — %    $ 142 $ 168 (15.5 )%
Revenue per available room
   $ 70 $ —      — %    $ 88 $ 83 6.0 %
Food and beverage revenues increased ~~$8.1~~$13.7 million compared to the three months ended ~~March 31,~~June 30, 2011. The increase was ~~due~~primarily attributable to $9.4 million in revenues at Sands Cotai Central and a ~~$4.2~~$3.8 million increase at ~~The Venetian Macao and a $3.9 million~~our Las Vegas Operating Properties, driven by an increase ~~at Marina Bay Sands.~~in banquet operations.
Mall revenues increased ~~$15.6~~$19.9 million compared to the three months ended ~~March 31,~~June 30, 2011. The increase was primarily due to a ~~$6.9~~$15.1 million increase at our Macao operating properties, driven by higher overage rents, and the opening of Sands Cotai Central, as well as a $4.3 million increase at Marina Bay Sands, driven by an increase in mall occupancy ~~as well as a $5.2 million increase at Four Seasons Macao, driven by higher overage rent.~~and base rents. The following table summarizes the results of our mall activity:

   Three Months Ended March 31,    Three Months Ended June 30,
   2012 2011 Change    2012 2011 Change
   (Mall revenues in thousands)    (Mall revenues in thousands)
Macao Operations:

The Grand Canal Shoppes at The Venetian Macao

Total mall revenues
   $ 26,115 $ 22,950 13.8 %    $ 31,313 $ 25,600 22.3 %
Mall gross leasable area (in square feet)
   817,361 834,324 (2.0 )%    806,897 813,689 (0.8 )%
Occupancy
   89.8 % 91.1 % (1.3 )pts    91.6 % 90.7 % 0.9 pts
Base rent per square foot
   $ 133 $ 118 12.7 %    $ 136 $ 122 11.5 %
Tenant sales per square foot
   $ 1,121 $ 800 40.1 %    $ 1,165 $ 878 32.7 %
The Shoppes at Four Seasons

Total mall revenues
   $ 10,459 $ 5,292 97.6 %    $ 21,347 $ 15,171 40.7 %
Mall gross leasable area (in square feet)
   189,082 192,172 (1.6 )%    189,088 192,258 (1.6 )%
Occupancy
   91.6 % 93.3 % (1.7 )pts    92.2 % 93.1 % (0.9 )pts
Base rent per square foot
   $ 155 $ 144 7.6 %    $ 149 $ 143 4.2 %
Tenant sales per square foot
   $ 3,744 $ 2,218 68.8 %    $ 4,095 $ 2,519 62.6 %
The Shoppes at Sands Cotai Central⁽¹⁾

Total mall revenues
   $ 3,252 $ —    — %
Mall gross leasable area (in square feet)
   50,635 —    — %
Occupancy
   100.0 % — % — pts
Base rent per square foot
   $ 204 $ —    — %
Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues
   $ 34,534 $ 27,623 25.0 %    $ 37,376 $ 33,108 12.9 %
Mall gross leasable area (in square feet)
   629,982 621,913 1.3 %    629,734 623,867 0.9 %
Occupancy
   94.9 % 72.5 % 22.4 pts    97.2 % 76.7 % 20.5 pts
Base rent per square foot
   $ 198 $ 148 33.8 %    $ 199 $ 163 22.1 %
Tenant sales per square foot⁽¹⁾
   $ 1,302 $ —      — %
Tenant sales per square foot
   $ 1,313 $ 1,177 11.6 %
U.S. Operations:

The Shoppes at Sands Bethlehem⁽²⁾

Total mall revenues
   $ 310 $ —      — %    $ 452 $ —    — %
Mall gross leasable area (in square feet)
   129,216 —      — %    129,216 —    — %
Occupancy
   39.3 % —   % — pts    65.3 % — % — pts

(1)
Phase I of The Shoppes at ~~Marina Bay~~ Sands Cotai Central opened in April ~~2010.~~2012.
(2)
Base rent per square foot and tenant sales per square foot are excluded from the table as a progressive opening of The Shoppes at Sands Bethlehem began in November 2011.
Convention, retail and other revenues ~~increased $20.9~~decreased $9.9 million compared to the three months ended ~~March 31,~~June 30, 2011. The ~~increase~~decrease was due to a ~~$9.4~~$15.1 million ~~increase at The Venetian Macao, driven by increased entertainment revenue, as well as a $4.1 million increase~~decrease at Marina Bay ~~Sands.~~Sands, driven by a decrease in entertainment revenue, partially offset by a $5.6 million increase in Other Asia driven by our ferry operations.
Operating Expenses
The breakdown of operating expenses is as follows:

   Three Months Ended March 31,    Three Months Ended June 30,
   2012    2011    Percent
Change    2012    2011    Percent
Change
   (Dollars in thousands)    (Dollars in thousands)
Casino
   $ 1,207,551    $ 921,536    31.0 %    $ 1,187,458    $ 974,413    21.9 %
Rooms
   52,786    48,453    8.9 %    60,513    50,733    19.3 %
Food and beverage
   78,301    71,703    9.2 %    81,973    73,135    12.1 %
Mall
   16,301    12,104    34.7 %    17,798    16,118    10.4 %
Convention, retail and other
   79,524    75,141    5.8 %    78,403    88,906    (11.8 )%
Provision for doubtful accounts
   52,218    35,058    48.9 %    58,374    23,496    148.4 %
General and administrative
   218,717    210,485    3.9 %    259,038    223,561    15.9 %
Corporate
   48,955    37,576    30.3 %    58,592    42,376    38.3 %
Pre-opening
   51,459    9,471    443.3 %    43,472    18,178    139.1 %
Development
   1,198    573    109.1 %    6,797    2,420    180.9 %
Depreciation and amortization
   194,747    190,237    2.4 %    220,440    206,161    6.9 %
Amortization of leasehold interests in land
   9,945    13,156    (24.4 )%    10,057    10,034    0.2 %
Impairment loss
   42,893    —         —         100,781    —         — %
Loss on disposal of assets
   593    499    18.8 %    482    7,443    (93.5 )%









Total operating expenses
   $ 2,055,188    $ 1,625,992    26.4 %    $ 2,184,178    $ 1,736,974    25.7 %









Operating expenses were ~~$2.06~~$2.18 billion for the three months ended ~~March 31,~~June 30, 2012, an increase of ~~$429.2~~$447.2 million compared to ~~$1.63~~$1.74 billion for the three months ended ~~March 31,~~June 30, 2011. The increase in operating expenses was primarily attributable to ~~increased~~the opening of Sands Cotai Central, increases in casino ~~activity across all properties, an increase in~~and pre-opening ~~expense~~expenses, and a ~~$42.9~~$100.8 million impairment charge.
Casino expenses increased ~~$286.0~~$213.0 million compared to the three months ended ~~March 31,~~June 30, 2011. Of the increase, ~~$154.4 million was due to the 39.0% gross win tax on increased casino revenues across all of our Macao operations and $56.0~~$176.8 million was attributable to ~~the~~Sands Cotai Central. There was also an increase of $104.2 million at Four Seasons Macao, driven primarily by an increase in gaming taxes due to increased casino revenue, and increases of $9.7 million at Sands Bethlehem and $9.1 million at Marina Bay Sands. This was partially offset by decreases of $55.0 million at The Venetian Macao and $35.8 million at Sands Macao, driven primarily by a decrease in gaming taxes due to decreased casino revenue.
Room and food and beverage ~~mall and convention, retail and other~~ expenses increased ~~$4.3 million, $6.6 million, $4.2~~$9.8 million and ~~$4.4~~$8.8 million, respectively, compared to the three months ended ~~March 31,~~June 30, 2011. The increases were driven by the associated increases in the related revenues described above.
Convention, retail and other expenses decreased $10.5 million compared to the three months ended June 30, 2011. The decrease was primarily due to a $9.9 million decrease at Marina Bay Sands, driven by a decrease in entertainment expense.
The provision for doubtful accounts was ~~$52.2~~$58.4 million for the three months ended ~~March 31,~~June 30, 2012, compared to ~~$35.1~~$23.5 million for the three months ended ~~March 31,~~June 30, 2011. The increase was primarily due to a ~~$13.0~~$28.5 million increase at Marina Bay Sands driven by
an increase in accounts receivable related to credit extended to gaming patrons. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
~~Corporate~~General and administrative expenses increased ~~$11.4~~$35.5 million compared to the three months ended ~~March 31,~~June 30, 2011. The increase was primarily ~~due~~attributable to $24.1 million in expenses at Sands Cotai Central.
Corporate expenses increased $16.2 million compared to the three months ended June 30, 2011, driven by an increase in legal fees.
Pre-opening expenses were ~~$51.5~~$43.5 million for the three months ended ~~March 31,~~June 30, 2012, compared to ~~$9.5~~$18.2 million for the three months ended ~~March 31,~~June 30, 2011. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the three months ended ~~March 31,~~June 30, 2012 and 2011 were primarily related to activities at Sands Cotai ~~Central, phase I of which opened in April 2012.~~Central.
The impairment loss of ~~$42.9~~$100.8 million for the three months ended ~~March 31,~~June 30, 2012, was primarily due to the ~~termination~~write-off of ~~the ZAiA show at The Venetian Macao.~~capitalized construction costs related to our Cotai Strip parcels 7 and 8 in Macao (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net”).
Adjusted Property EBITDA
Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments. Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):

   Three Months Ended March 31,
   Percent    Three Months Ended June 30,
   2012 2011 Change    2012 2011 Percent
Change
   (Dollars in thousands)    (Dollars in thousands)
Macao:

The Venetian Macao
   $ 281,933 $ 228,400 23.4 %    $ 229,241 $ 258,366 (11.3 )%
Sands Macao
   106,956 92,648 15.4 %    71,304 95,573 (25.4 )%
Four Seasons Macao
   67,519 57,547 17.3 %    76,587 37,620 103.6 %
Sands Cotai Central
   51,838 —      — %
Other Asia
   (5,722 ) (4,606 ) (24.2 )%    (5,955 ) (9,230 ) 35.5 %




   450,686 373,989 20.5 %    423,015 382,329 10.6 %
Marina Bay Sands
   472,519 284,471 66.1 %    330,405 405,359 (18.5 )%
United States:

Las Vegas Operating Properties
   115,806 65,165 77.7 %    64,350 92,909 (30.7 )%
Sands Bethlehem
   27,502 22,109 24.4 %    26,917 21,039 27.9 %




   143,308 87,274 64.2 %    91,267 113,948 (19.9 )%




Total adjusted property EBITDA
   $ 1,066,513 $ 745,734 43.0 %    $ 844,687 $ 901,636 (6.3 )%




Adjusted property EBITDA at our Macao operations increased ~~$76.7~~$40.7 million compared to the three months ended ~~March 31, 2011, led~~June 30, 2011. The increase was attributable to $51.8 million in adjusted property EBITDA generated at Sands Cotai Central and an increase of $39.0 million at Four Seasons Macao, driven by an increase in casino activity. These increases were offset by decreases of ~~$53.5~~$29.1 million and $24.3 million at The Venetian ~~Macao. As previously described, the increase across the properties was primarily attributable to an increase~~Macao and Sands Macao, respectively, driven by decreases in ~~net revenues of $290.1 million, partially offset by an increase of $154.4 million in gross win tax on increased~~ casino ~~revenues, as well as increases in the associated operating expenses.~~activity.
Adjusted property EBITDA at Marina Bay Sands ~~increased $188.0~~decreased $75.0 million compared to the three months ended ~~March 31,~~June 30, 2011. The ~~increase~~decrease was primarily attributable to ~~an increase~~a $42.8 million decrease in net revenues ~~of $263.7~~and a $28.5 million ~~partially offset by an~~ increase ~~of $56.0 million~~ in ~~casino expenses driven by increased casino activity, as well as increases in the associated operating expenses.~~provision for doubtful accounts.
Adjusted property EBITDA at our Las Vegas Operating Properties ~~increased $50.6~~decreased $28.6 million compared to the three months ended ~~March 31,~~June 30, 2011. ~~As previously described, the increase~~The decrease was primarily attributable to ~~an increase~~a $10.8 million decrease in net revenues ~~of $70.4 million~~ (excluding intersegment royalty revenue)~~, partially offset by increases~~ and a $7.0 million increase in ~~the associated operating expenses.~~provision for doubtful accounts.
Adjusted property EBITDA at Sands Bethlehem increased ~~$5.4~~$5.9 million compared to the three months ended ~~March 31,~~June 30, 2011. The increase was primarily attributable to an $18.0 million increase in net revenues, ~~of $24.5 million,~~ driven by an increase in casino activity and the opening of the 300-room hotel tower in May 2011, partially offset by increases in the associated operating expenses.
Interest Expense
The following table summarizes information related to interest expense on long-term debt:

   Three Months Ended
   March 31,
   2012 2011
   (Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
   $ 83,022 $ 104,196
Add - imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
   3,776 —
Less - capitalized interest
   (22,126 ) (30,611 )


Interest expense, net
   $ 64,672 $ 73,585


Cash paid for interest
   $ 99,912 $ 111,492
Weighted average total debt balance
   $ 10,088,641 $ 10,162,989
Weighted average interest rate
   3.3 % 4.1 %
   Three Months Ended
June 30,
   2012 2011
   (Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
   $ 73,025 $ 102,349
Add—imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
   3,779 —
Less—capitalized interest
   (12,271 ) (31,757 )


Interest expense, net
   $ 64,533 $ 70,592


Cash paid for interest
   $ 57,797 $ 99,920
Weighted average total debt balance
   $ 9,765,204 $ 10,156,397
Weighted average interest rate
   3.0 % 4.0 %
Interest cost decreased ~~$21.2~~$29.3 million compared to the three months ended ~~March 31,~~June 30, 2011, resulting primarily from a decrease in our weighted average interest rate. Capitalized interest decreased ~~$8.5~~$19.5 million compared to the three months ended ~~March 31,~~June 30, 2011, primarily due to ~~refinancing~~ the ~~Macao debt, a portion~~completion of ~~which is being used to fund the construction activities at~~phase I of Sands Cotai Central in ~~Macao.~~April 2012.
Other Factors Effecting Earnings
Other ~~expense~~income was ~~$3.4~~$1.8 million for the three months ended ~~March 31,~~June 30, 2012, compared to ~~$4.7~~$1.9 million for the three months ended ~~March 31,~~June 30, 2011. The amounts in both periods were primarily attributable to foreign exchange ~~losses~~gains.
The loss on modification or early retirement of debt was $16.4 million for the three months ended June 30, 2012, and ~~decreases in~~was primarily due to a $13.1 million loss related to the ~~fair value~~refinancing of our ~~interest rate cap agreements.~~Singapore credit facility in June 2012 (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — Singapore Credit Facility”).
Our effective income tax rate was ~~9.8%~~12.0% for the three months ended ~~March 31,~~June 30, 2012, compared to ~~11.0%~~10.0% for the three months ended ~~March 31,~~June 30, 2011. The effective income tax rate for the three months ended ~~March 31,~~June 30, 2012, reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, which, if not extended, will expire in 2013. We have recorded a valuation allowance related to deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or a portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.
The net income attributable to our noncontrolling interests was ~~$80.2~~$45.8 million for the three months ended ~~March 31,~~June 30, 2012, compared to ~~$75.2~~$78.5 million for the three months ended ~~March 31,~~June 30, 2011. These amounts are primarily related to the noncontrolling interest of SCL.
Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011
Operating Revenues
Our net revenues consisted of the following:
   Six Months Ended June 30,
   2012 2011 Percent
Change
   (Dollars in thousands)
Casino
   $ 4,333,917 $ 3,526,761 22.9 %
Rooms
   543,038 471,670 15.1 %
Food and beverage
   313,199 291,409 7.5 %
Mall
   165,158 129,744 27.3 %
Convention, retail and other
   246,551 235,553 4.7 %


   5,601,863 4,655,137 20.3 %
Less—promotional allowances
   (257,215 ) (198,122 ) (29.8 )%


Total net revenues
   $ 5,344,648 $ 4,457,015 19.9 %


Consolidated net revenues were $5.34 billion for the six months ended June 30, 2012, an increase of $887.6 million compared to $4.46 billion for the six months ended June 30, 2011. The increase in net revenues was driven by an increase of $561.2 million across all of our Macao operations and a $220.9 million increase at Marina Bay Sands.
Casino revenues increased $807.2 million compared to the six months ended June 30, 2011. The increase is primarily attributable to $249.5 million at Sands Cotai Central and increases of $263.6 million at Four Seasons Macao, driven by an increase in Rolling Chip volume, and $192.5 million at Marina Bay Sands, driven by increases in Rolling Chip activity and Non-Rolling Chip drop. The following table summarizes the results of our casino activity:
   Six Months Ended June 30,
   2012 2011 Change
   (Dollars in thousands)
Macao Operations:

The Venetian Macao

Total casino revenues
   $ 1,235,464 $ 1,201,888 2.8 %
Non-Rolling Chip drop
   $ 2,126,481 $ 2,004,851 6.1 %
Non-Rolling Chip win percentage
   30.6 % 26.7 % 3.9 pts
Rolling Chip volume
   $ 24,963,132 $ 25,758,907 (3.1 )%
Rolling Chip win percentage
   2.82 % 3.09 % (0.27 )pts
Slot handle
   $ 2,389,642 $ 1,601,315 49.2 %
Slot hold percentage
   5.4 % 6.8 % (1.4 )pts
Sands Macao

Total casino revenues
   $ 605,849 $ 639,405 (5.2 )%
Non-Rolling Chip drop
   $ 1,424,935 $ 1,402,165 1.6 %
Non-Rolling Chip win percentage
   20.5 % 20.2 % 0.3 pts
Rolling Chip volume
   $ 12,598,279 $ 16,022,704 (21.4 )%
Rolling Chip win percentage
   3.17 % 2.86 % 0.31 pts
Slot handle
   $ 1,274,972 $ 898,482 41.9 %
Slot hold percentage
   4.3 % 6.2 % (1.9 )pts
Four Seasons Macao

Total casino revenues
   $ 522,697 $ 259,135 101.7 %
Non-Rolling Chip drop
   $ 196,887 $ 179,372 9.8 %
Non-Rolling Chip win percentage
   42.7 % 38.8 % 3.9 pts
Rolling Chip volume
   $ 21,910,479 $ 7,303,613 200.0 %
Rolling Chip win percentage
   2.92 % 3.14 % (0.22 )pts
Slot handle
   $ 397,316 $ 388,081 2.4 %
Slot hold percentage
   5.7 % 5.9 % (0.2 )pts
Sands Cotai Central

Total casino revenues
   $ 249,466 $ —    — %
Non-Rolling Chip drop
   $ 389,446 —    — %
Non-Rolling Chip win percentage
   21.5 % — % — pts
Rolling Chip volume
   $ 6,820,630 $ —    — %
Rolling Chip win percentage
   3.12 % — % — pts
Slot handle
   $ 665,384 $ —    — %
Slot hold percentage
   4.0 % — % — pts
Singapore Operations:

Marina Bay Sands

Total casino revenues
   $ 1,251,513 $ 1,059,014 18.2 %
Non-Rolling Chip drop
   $ 2,372,503 $ 2,100,907 12.9 %
Non-Rolling Chip win percentage
   22.2 % 22.5 % (0.3 )pts
Rolling Chip volume
   $ 24,310,289 $ 22,361,150 8.7 %
Rolling Chip win percentage
   3.03 % 2.80 % 0.23 pts
Slot handle
   $ 5,481,704 $ 4,422,420 24.0 %
Slot hold percentage
   5.3 % 5.3 % — pts
U.S. Operations:

Las Vegas Operating Properties

Total casino revenues
   $ 253,293 $ 188,246 34.6 %
Table games drop
   $ 1,043,631 $ 898,795 16.1 %
Table games win percentage
   20.9 % 16.5 % 4.4 pts
Slot handle
   $ 928,909 $ 818,864 13.4 %
Slot hold percentage
   8.7 % 8.7 % — pts
Sands Bethlehem

Total casino revenues
   $ 215,635 $ 179,073 20.4 %
Table games drop
   $ 419,928 $ 270,505 55.2 %
Table games win percentage
   14.6 % 15.2 % (0.6 )pts
Slot handle
   $ 2,046,227 $ 1,829,247 11.9 %
Slot hold percentage
   7.3 % 7.3 % — pts
In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues increased $71.4 million compared to the six months ended June 30, 2011. The increase in room revenues was primarily attributable to a $39.8 million increase at Marina Bay Sands, driven by increases in occupancy and average daily room rates, and $15.3 million at Sands Cotai Central. The hotel tower at Sands Bethlehem opened in May 2011. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:
   Six Months Ended June 30,
   2012 2011 Change
   (Dollars in thousands)
Macao Operations:

The Venetian Macao

Total room revenues
   $ 108,873 $ 101,614 7.1 %
Occupancy rate
   90.1 % 88.1 % 2.0 pts
Average daily room rate
   $ 236 $ 225 4.9 %
Revenue per available room
   $ 213 $ 198 7.6 %
Sands Macao

Total room revenues
   $ 11,983 $ 11,114 7.8 %
Occupancy rate
   93.5 % 86.5 % 7.0 pts
Average daily room rate
   $ 247 $ 247 — %
Revenue per available room
   $ 231 $ 213 8.5 %
Four Seasons Macao

Total room revenues
   $ 19,011 $ 15,058 26.3 %
Occupancy rate
   77.8 % 66.2 % 11.6 pts
Average daily room rate
   $ 358 $ 331 8.2 %
Revenue per available room
   $ 279 $ 220 26.8 %
Sands Cotai Central

Total room revenues
   $ 15,337 $ —    — %
Occupancy rate
   75.1 % — % — pts
Average daily room rate
   $ 141 $ —    — %
Revenue per available room
   $ 106 $ —    — %
Singapore Operations:

Marina Bay Sands

Total room revenues
   $ 157,260 $ 117,421 33.9 %
Occupancy rate
   98.7 % 88.6 % 10.1 pts
Average daily room rate
   $ 346 $ 290 19.3 %
Revenue per available room
   $ 341 $ 257 32.7 %
U.S. Operations:

Las Vegas Operating Properties

Total room revenues
   $ 226,236 $ 225,805 0.2 %
Occupancy rate
   84.8 % 86.4 % (1.6 )pts
Average daily room rate
   $ 209 $ 206 1.5 %
Revenue per available room
   $ 177 $ 178 (0.6 )%
Sands Bethlehem

Total room revenues
   $ 4,338 $ 658 559.3 %
Occupancy rate
   56.2 % 49.1 % 7.1 pts
Average daily room rate
   $ 141 $ 168 (16.1 )%
Revenue per available room
   $ 79 $ 83 (4.8 )%
Food and beverage revenues increased $21.8 million compared to the six months ended June 30, 2011. Of the increase, $9.4 million was attributable to Sands Cotai Central and $6.8 million was due to The Venetian Macao.
Mall revenues increased $35.4 million compared to the six months ended June 30, 2011. The increase was primarily attributable to increases of $11.3 million and $8.9 million at Four Seasons Macao and The Venetian Macao, respectively, driven by higher overage rents, and an $11.2 million increase at Marina Bay Sands, driven by an increase in mall occupancy. The following table summarizes the results of our mall activity:
   Six Months Ended June 30,⁽¹⁾
   2012 2011 Change
   (Mall revenues in thousands)
Macao Operations:

The Grand Canal Shoppes at The Venetian Macao

Total mall revenues
   $ 57,428 $ 48,549 18.3 %
Mall gross leasable area (in square feet)
   806,897 813,689 (0.8 )%
Occupancy
   91.6 % 90.7 % 0.9 pts
Base rent per square foot
   $ 136 $ 122 11.5 %
Tenant sales per square foot
   $ 1,165 $ 878 32.7 %
The Shoppes at Four Seasons

Total mall revenues
   $ 31,806 $ 20,463 55.4 %
Mall gross leasable area (in square feet)
   189,088 192,258 (1.6 )%
Occupancy
   92.2 % 93.1 % (0.9 )pts
Base rent per square foot
   $ 149 $ 143 4.2 %
Tenant sales per square foot
   $ 4,095 $ 2,519 62.6 %
The Shoppes at Sands Cotai Central⁽²⁾

Total mall revenues
   $ 3,252 $ —    — %
Mall gross leasable area (in square feet)
   50,635 —    — %
Occupancy
   100.0 % — % — pts
Base rent per square foot
   $ 204 $ —    — %
Singapore Operations:

The Shoppes at Marina Bay Sands

Total mall revenues
   $ 71,910 $ 60,732 18.4 %
Mall gross leasable area (in square feet)
   629,734 623,867 0.9 %
Occupancy
   97.2 % 76.7 % 20.5 pts
Base rent per square foot
   $ 199 $ 163 22.1 %
Tenant sales per square foot
   $ 1,313 $ 1,177 11.6 %
U.S. Operations:

The Shoppes at Sands Bethlehem⁽³⁾

Total mall revenues
   $ 762 $ —    — %
Mall gross leasable area (in square feet)
   129,216 —    — %
Occupancy
   65.3 % — % — pts
(1)
As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2012 and 2011, they are identical to the summary presented herein for the three months ended June 30, 2012 and 2011, respectively.
(2)
Phase I of The Shoppes at Sands Cotai Central opened in April 2012.
(3)
Base rent per square foot and tenant sales per square foot are excluded from the table as a progressive opening of The Shoppes at Sands Bethlehem began in November 2011.
Convention, retail and other revenues increased $11.0 million compared to the six months ended June 30, 2011. The increase was primarily due to increases of $7.6 million in Other Asia, driven by our ferry operations, and $6.0 million at The Venetian Macao.
Operating Expenses
The breakdown of operating expenses is as follows:
   Six Months Ended June 30,
   2012    2011    Percent
Change
   (Dollars in thousands)
Casino
   $ 2,395,009    $ 1,895,949    26.3 %
Rooms
   113,299    99,186    14.2 %
Food and beverage
   160,274    144,838    10.7 %
Mall
   34,099    28,222    20.8 %
Convention, retail and other
   157,927    164,047    (3.7 )%
Provision for doubtful accounts
   110,592    58,554    88.9 %
General and administrative
   477,755    434,046    10.1 %
Corporate
   107,547    79,952    34.5 %
Pre-opening
   94,931    27,649    243.3 %
Development
   7,995    2,993    167.1 %
Depreciation and amortization
   415,187    396,398    4.7 %
Amortization of leasehold interests in land
   20,002    23,190    (13.7 )%
Impairment loss
   143,674    —       — %
Loss on disposal of assets
   1,075    7,942    (86.5 )%





Total operating expenses
   $ 4,239,366    $ 3,362,966    26.1 %





Operating expenses were $4.24 billion for the six months ended June 30, 2012, an increase of $876.4 million compared to $3.36 billion for the six months ended June 30, 2011. The increase in operating expenses was primarily attributable to increased casino activity at our operating properties, the opening of Sands Cotai Central, an increase in pre-opening expense and $143.7 million in impairment charges.
Casino expenses increased $499.1 million compared to the six months ended June 30, 2011. Of the increase, $219.8 million was due to Four Seasons Macao, driven by the 39% gross win tax on increased casino revenue, $176.8 million was attributable to Sands Cotai Central and $65.1 million was due to Marina Bay Sands.
Room, food and beverage and mall expenses increased $14.1 million, $15.4 million and $5.9 million, respectively, compared to the six months ended June 30, 2011. The increases were driven by the associated increases in the related revenues described above.
The provision for doubtful accounts was $110.6 million for the six months ended June 30, 2012, compared to $58.6 million for the six months ended June 30, 2011. The increase was primarily due to a $41.6 million increase in provisions at the Marina Bay Sands driven by an increase in accounts receivable related to credit extended to gaming patrons. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
General and administrative expenses increased $43.7 million compared to the six months ended June 30, 2011. The increase was primarily attributable to $24.1 million at Sands Cotai Central and a $12.2 million increase at our Las Vegas Operating Properties.
Corporate expenses increased $27.6 million compared to the six months ended June 30, 2011, driven by an increase in legal fees.
Pre-opening expenses were $94.9 million for the six months ended June 30, 2012, compared to $27.6 million for the six months ended June 30, 2011. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the six months ended June 30, 2012 and 2011 were primarily related to activities at Sands Cotai Central.
Impairment loss was $143.7 million for the six months ended June 30, 2012, consisting primarily of a $100.7 million write-off of capitalized construction costs related to our Cotai Strip parcels 7 and 8 in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net”).
Adjusted Property EBITDA
The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):
   Six Months Ended June 30,
   2012 2011 Percent
Change
   (Dollars in thousands)
Macao:

The Venetian Macao
   $ 511,174 $ 486,766 5.0 %
Sands Macao
   178,260 188,221 (5.3 )%
Four Seasons Macao
   144,106 95,167 51.4 %
Sands Cotai Central
   51,838 —    — %
Other Asia
   (11,677 ) (13,836 ) 15.6 %


   873,701 756,318 15.5 %
Marina Bay Sands
   802,924 689,830 16.4 %
United States:

Las Vegas Operating Properties
   180,156 158,074 14.0 %
Sands Bethlehem
   54,419 43,148 26.1 %


   234,575 201,222 16.6 %


Total adjusted property EBITDA
   $ 1,911,200 $ 1,647,370 16.0 %


Adjusted property EBITDA at our Macao operations increased $117.4 million compared to the six months ended June 30, 2011. The increase was primarily attributable to $51.8 million in adjusted property EBITDA generated at Sands Cotai Central and a $48.9 million increase at Four Seasons Macao, driven by an increase in casino activity.
Adjusted property EBITDA at Marina Bay Sands increased $113.1 million compared to the six months ended June 30, 2011. The increase was primarily attributable to a $220.9 million increase in net revenues, partially offset by an increase of $65.1 million in casino expenses driven by increased casino activity, as well as increases in the other associated operating expenses.
Adjusted property EBITDA at our Las Vegas Operating Properties increased $22.1 million compared to the six months ended June 30, 2011. The increase was primarily attributable to a $59.6 million increase in net revenues (excluding intersegment royalty revenue), partially offset by increases in the associated operating expenses.
Adjusted property EBITDA at Sands Bethlehem increased $11.3 million compared to the six months ended June 30, 2011. The increase was primarily attributable to a $42.5 million increase in net revenues, driven by an increase in casino activity and the opening of the 300-room hotel tower in May 2011, partially offset by increases in the associated operating expenses.
Interest Expense
The following table summarizes information related to interest expense on long-term debt:
   Six Months Ended
   June 30,
   2012 2011
   (Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
   $ 156,047 $ 206,544
Add—imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
   7,555 —
Less—capitalized interest
   (34,397 ) (62,367 )


Interest expense, net
   $ 129,205 $ 144,177


Cash paid for interest
   $ 157,709 $ 211,412
Weighted average total debt balance
   $ 9,926,923 $ 10,159,675
Weighted average interest rate
   3.1 % 4.1 %
Interest cost decreased $50.5 million compared to the six months ended June 30, 2011, resulting primarily from a decrease in our weighted average interest rate. Capitalized interest decreased $28.0 million compared to the six months ended June 30, 2011, primarily due to the completion of phase I of Sands Cotai Central in April 2012.
Other Factors Effecting Earnings
Other expense was $1.6 million for the six months ended June 30, 2012, compared to $2.8 million for the six months ended June 30, 2011. The amounts in both periods were primarily attributable to decreases in the fair value of our interest rate cap agreements and foreign exchange losses.
The loss on modification or early retirement of debt was $19.2 million for the six months ended June 30, 2012, and was primarily due to a $13.1 million loss related to the refinancing of our Singapore credit facility in June 2012 (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-Term Debt — Singapore Credit Facility”).
Our effective income tax rate was 10.6% for the six months ended June 30, 2012, compared to 10.4% for the six months ended June 30, 2011. The effective income tax rate for the six months ended June 30, 2012, reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, which, if not extended, will expire in 2013. We have recorded a valuation allowance related to deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or a portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.
The net income attributable to our noncontrolling interests was $126.0 million for the six months ended June 30, 2012, compared to $153.6 million for the six months ended June 30, 2011. These amounts are primarily related to the noncontrolling interest of SCL.
Development Projects
We have suspended portions of our development projects and should general economic conditions fail to improve, if we are unable to obtain sufficient funding or applicable government approvals such that completion of our suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date on our suspended projects could be lost and would result in an impairment charge.
Macao
We submitted plans to the Macao government for our ~~other~~remaining Cotai Strip ~~developments, which represent two integrated resort developments~~development (referred to as ~~parcels 3~~parcel 3), an integrated resort that will be connected to The Venetian Macao and ~~7 and 8).~~Four Seasons Macao. Subject to government approval, the ~~approval from the Macao government, as discussed further below, the developments are expected~~integrated resort is intended to include ~~hotels, exhibition~~a gaming area (to be operated under our Macao gaming subconcession), hotel and ~~conference facilities, gaming areas, showrooms, spas, dining, retail and entertainment facilities and other amenities.~~shopping mall. We commenced pre-construction activities ~~on these developments~~ and ~~plan~~have capitalized costs of $98.1 million, including the land premium (net of amortization), as of June 30, 2012. We intend to ~~operate~~commence construction after the ~~related gaming areas under our Macao gaming subconcession.~~necessary government approvals are obtained. In addition, we are completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macao government. ~~We currently intend to develop our other Cotai Strip properties as follows:~~
~~Parcel 3 — Once completed, the integrated resort on parcel 3 will be connected to~~ The Venetian Macao and Four Seasons Macao. The multi-hotel complex is intended to include a gaming area, a shopping mall and serviced luxury apart-hotel units. We commenced pre-construction activities and have capitalized costs of $96.7 million, including the land premium (net of amortization), as of March 31, 2012. We intend to commence construction after Sands Cotai Central is complete and necessary government approvals are obtained.
Parcels 7 and 8 — Consistent with our original plans, we had commenced pre-construction activities and have capitalized construction costs of $101.1 million as of March 31, 2012. We intend to commence construction after Sands Cotai Central and the integrated resort on parcel 3 are completed, necessary government approvals are obtained (including the land concession), future demand warrants it and additional financing is obtained. If we are successful in winning our judicial appeal and obtaining the land concession for parcels 7 and 8 (as discussed below), the related integrated resort is expected to be similar in size and scope to Sands Cotai Central.
~~The impact~~estimated overall cost of the ~~delayed construction on our previously estimated cost to complete our Cotai Strip developments on parcels 3 and 7 and 8~~project is currently not determinable with certainty.
As of ~~March 31,~~June 30, 2012, we have capitalized an aggregate of ~~$7.78~~$7.98 billion in construction costs and land premiums (net of amortization) for our Cotai Strip developments, including The Venetian Macao, Four Seasons Macao and Sands Cotai Central, as well as our investments in transportation infrastructure, including our passenger ferry service operations. In addition to funding phases I and II of Sands Cotai Central with borrowings under our ~~new~~ $3.7 billion Macao credit facility completed in November 2011 (the “2011 VML Credit Facility,” see “— Liquidity and Capital Resources ~~—Development~~— Development Financing Strategy” for further disclosure), we will need to arrange additional financing to fund the balance of our Cotai Strip developments and there is no assurance that we will be able to obtain the additional financing required or on terms suitable to us.
Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. We have received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6, including the sites on which The Venetian Macao, Four Seasons Macao and Sands Cotai Central are located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions. In December 2010, we received notice from the Macao government that our application for a land concession for parcels 7 and 8 was not approved and we applied to the Chief Executive of Macao for an executive review of the decision. In January 2011, we filed a judicial appeal with the Court of Second Instance in Macao, which has yet to issue a decision. Should we win our judicial appeal, it is still possible for the Chief Executive of Macao to again deny the land concession based upon public policy considerations. If we do not obtain the land concession or do not receive full reimbursement of our capitalized investment in this project, we would record a charge for all or some portion of the $101.1 million in capitalized construction costs, as of March 31, 2012, related to our development on parcels 7 and 8.
Under our land concession for parcel 3, we initially were ~~initially~~ required to complete the corresponding development by August ~~2011. The~~2011, but subsequently were granted an extension from the Macao government, ~~has~~which extended the deadline until April 2013. In July 2012, the Macao government granted us ~~a two-year~~an additional extension, ~~to complete~~which now requires the development ~~of parcel 3, which now must~~to be completed by April ~~2013.~~2016. The land concession for Sands Cotai Central contains a similar requirement that the corresponding development be completed by May 2014. ~~We intend to apply for an extension from the Macao government to complete our parcel 3 development as we will be unable to meet the April 2013 deadline.~~ Should we determine that we are unable to complete ~~Sands Cotai Central~~the developments by ~~May 2014,~~their respective deadlines, we ~~also~~ intend to apply for ~~an extension~~extensions from the Macao ~~government. No~~government; however, no assurances can be given that ~~additional~~ extensions will be granted. If we are unable to meet ~~the applicable deadline for Sands Cotai Central~~these deadlines and the deadlines ~~for either development~~ are not extended, we could lose our land concessions for ~~parcel 3 or~~ Sands Cotai Central or parcel 3, which would prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge for all or some portion of the ~~$96.7~~$3.59 billion or $98.1 million ~~and $3.32 billion~~ in capitalized construction costs and land premiums (net of amortization), as of ~~March 31,~~June 30, 2012, related to ~~our development on parcel 3 or~~ Sands Cotai Central and parcel 3, respectively.
United States
We were constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We intend to recommence construction when demand and conditions improve. As of ~~March 31,~~June 30, 2012, we have capitalized construction costs of ~~$178.3~~$178.8 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.
Other
We continue to aggressively pursue a variety of new development opportunities around the world.
Liquidity and Capital Resources
Cash Flows -— Summary
Our cash flows consisted of the following:

   Three Months Ended    Six Months Ended
   March 31,    June 30,
   2012 2011    2012 2011
   (In thousands)    (Dollars in thousands)
Net cash generated from operating activities
   $ 667,451 $ 418,378    $ 1,418,319 $ 1,081,523




Cash flows from investing activities:

Investing cash flows:

Change in restricted cash and cash equivalents
   (195 ) 149,962    (454 ) 366,680
Capital expenditures
   (398,260 ) (332,508 )    (735,512 ) (720,696 )
Proceeds from disposal of property and equipment
   761 3,097    1,478 4,416
Acquisition of intangible assets
   —      (329 )    —      (575 )




Net cash used in investing activities
   (397,694 ) (179,778 )    (734,488 ) (350,175 )




Cash flows from financing activities:

Financing cash flows:

Proceeds from exercise of stock options
   21,259 8,511    25,556 14,330
Proceeds from exercise of warrants
   526,168 5,760    526,398 6,760
Dividends paid
   (383,463 ) (19,598 )    (767,642 ) (38,817 )
Distributions to noncontrolling interests
   (2,195 ) —         (5,095 ) (5,863 )
Proceeds from long-term debt
   3,625,516 —
Repayments on long-term debt
   (306,231 ) (121,721 )    (4,382,790 ) (259,518 )
Repurchase of preferred stock
   —      (4,544 )    —      (5,328 )
Payments of preferred stock inducement premium
   —      (16,201 )    —      (16,493 )
Payments of deferred financing costs
   (114 ) —         (100,142 ) (57 )




Net cash used in financing activities
   (144,576 ) (147,793 )    (1,078,199 ) (304,986 )




Effect of exchange rate on cash
   28,461 6,053    13,650 15,663




Increase in cash and cash equivalents
   $ 153,642 $ 96,860
Increase (decrease) in cash and cash equivalents
   $ (380,718 ) $ 442,025




Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis. Slot machine play is primarily conducted on a cash basis. The retail hotel rooms business is generally conducted on a cash basis, the group hotel rooms business is conducted on a cash and credit basis, and banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2012, increased ~~$249.1~~$336.8 million compared to the ~~three~~six months ended ~~March 31,~~June 30, 2011. The increase was ~~primarily~~ attributable to the increase in our operating ~~income~~results during the ~~three~~six months ended ~~March 31,~~June 30, 2012, as previously described.
Cash Flows — Investing Activities
Capital expenditures for the ~~three~~six months ended ~~March 31,~~June 30, 2012, totaled ~~$398.3~~$735.5 million, including ~~$305.3~~$574.6 million for construction and development activities in Macao (primarily for ~~our~~ Sands Cotai ~~Central development); $62.4~~Central), $87.4 million for construction activities in ~~Singapore; $9.0~~Singapore, $13.6 million for construction activities at Sands ~~Bethlehem;~~Bethlehem and ~~$21.6~~$59.9 million at our Las Vegas Operating Properties and for corporate and other activities.
Cash Flows — Financing Activities
Net cash flows used in financing activities were ~~$144.6 million~~$1.08 billion for the ~~three~~six months ended ~~March 31,~~June 30, 2012, which was primarily attributable to ~~$383.5~~$767.6 million in dividend payments and the repayments of $413.3 million on our U.S. credit facility and $140.3 million on our ferry financing, as well as $189.7 million for the redemption of our Senior Notes, ~~and $98.6 million in repayments under our Singapore credit facility,~~ partially offset by $525.0 million of proceeds from the exercise of warrants by our Principal Stockholder’s family.
As of ~~March 31,~~June 30, 2012, we had ~~$1.10~~$1.41 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of letters of credit.
Development Financing Strategy
Through ~~March 31,~~June 30, 2012, we have funded our development projects primarily through borrowings under our U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.
The U.S. credit facility, as amended in August 2010, requires our Las Vegas operations to comply with certain financial covenants at the end of each quarter, including maintaining a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for the quarterly ~~periods~~period ended ~~March 31 and~~ June 30, 2012, and then decreases to 5.0x for all quarterly periods thereafter through maturity. We can elect to contribute up to $50 million of cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating
compliance with the maximum leverage ratio (the “EBITDA true-up”). The Singapore credit facility requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 5.25x for the quarterly period ended March 31, 2012, and then decreases by 0.25x every other quarter until September 30, 2014, when it decreases to, and remains at, 3.75x for all quarterly periods thereafter through maturity. In Macao, our 2011 VML Credit Facility ~~entered into in September 2011,~~ also requires our Macao operations to comply with similar financial covenants, which commenced with the quarterly period ended March 31, 2012, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ended ~~March 31,~~June 30, 2012 through June 30, 2013, decreases to 4.0x for the quarterly periods ended September 30, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ended March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. Our Singapore credit facility (the “2012 Singapore Credit Facility”), entered into in June 2012, requires operations of Marina Bay Sands to comply with similar financial covenants, commencing with the quarter ending September 30, 2012, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.0x for the quarterly periods ending September 30, 2012 through September 30, 2013, decreases to 3.5x for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of ~~March 31,~~June 30, 2012, our U.S.~~, Singapore~~ and Macao leverage ratios were ~~2.5x, 2.2x,~~1.3x and 1.9x, respectively, compared to the maximum leverage ratios allowed of 5.5x ~~5.25x~~ and 4.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. ~~Certain defaults under the 2011 VML Credit Facility would trigger a cross-default under our ferry financing.~~ Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $3.52 billion and restricted cash and cash equivalents of approximately ~~$4.06 billion and $7.3~~$7.6 million ~~respectively,~~ as of ~~March 31,~~June 30, 2012, of which approximately ~~$2.97~~$2.49 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$2.97~~$2.49 billion, approximately ~~$2.36~~$2.05 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand, cash flow generated from operations and available borrowings under our credit facilities will be sufficient to fund our developments currently under construction and maintain compliance with the financial covenants of our U.S., Macao and Singapore credit facilities. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof. In November 2011, we completed the $3.7 billion 2011 VML Credit Facility, which was used to repay the outstanding indebtedness under the VML and VOL credit facilities, as well as continue to fund the development, construction and completion of certain components of Sands Cotai Central. In March 2012, we redeemed the outstanding balance of Senior Notes for $191.7 million and recorded a $2.8 million loss on early retirement of debt during the ~~three~~six months ended ~~March 31,~~June 30, 2012. In May 2012, we repaid the $131.6 million outstanding balance under our ferry financing and recorded a $1.7 million loss on early retirement of debt during the three and six months ended June 30, 2012. In June 2012, we entered into the 5.1 billion Singapore dollar (approximately $4.02 billion at exchange rates in effect on June 30, 2012) 2012 Singapore Credit Facility, which was used to repay the outstanding indebtedness under the prior Singapore credit facility. As a result, we recorded a $13.1 million loss on modification and early retirement of debt during the three and six months ended June 30, 2012. In June 2012, we repaid $400.0 million of indebtedness under the term loans of our U.S. credit facility and recorded a $1.6 million loss on early retirement of debt during the three and six months ended June 30, 2012.
On February 28 and June 22, 2012, SCL paid a dividend of 0.58 Hong Kong dollars per share (a total of ~~$599.8 million)~~$1.20 billion) to SCL shareholders ~~of record on February 20, 2012~~ (of which we retained ~~$421.6~~$844.4 million). On March 30 and June 29, 2012, we paid a dividend of $0.25 per common share as part of a regular cash dividend program. During the ~~three~~six months ended ~~March 31,~~June 30, 2012, we recorded ~~$205.7~~$411.5 million as a distribution against retained earnings (of which ~~$107.8~~$215.7 million related to our Principal Stockholder’s family). In ~~April~~July 2012, our Board of Directors declared a quarterly dividend of $0.25 per common share (a total estimated to be approximately $206 million) to be paid on ~~June 29,~~September 28, 2012, to shareholders of record on ~~June~~September 20, 2012.
On March 2, 2012, our Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of our common stock and paid $525.0 million in cash as settlement of the exercise price.
In March 2012, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), secured a commitment for a new 5.1 billion Singapore dollar (“SGD,” approximately $4.06 billion at exchange rates in effect on March 31, 2012) credit facility, which is expected to consist of a SGD 4.6 billion (approximately $3.66 billion at exchange rates in effect on March 31, 2012) term loan and a SGD 500.0 million (approximately $398.1 million at exchange rates in effect on March 31, 2012) revolving facility, which will include a SGD 100.0 million (approximately $79.6 million at exchange rates in effect on March 31, 2012) swingline facility. The proceeds from the new facility will be used to refinance the existing Singapore credit facility, to pay related fees and expenses, and for general corporate purposes. MBS has commenced marketing of the new facility.
During the three months ended June 30, 2012, we intend to repay the outstanding balance of $131.6 million on the ferry financing using unrestricted cash on hand. This early repayment of the ferry financing will result in an estimated average annual interest expense saving of approximately $2.3 million and an estimated total interest expense saving of approximately $8.8 million. It also further simplifies our capital structure.
Aggregate Indebtedness and Other Known Contractual Obligations
As of ~~March 31,~~June 30, 2012, there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2011, with the exception of the following:
borrowings of $3.63 billion under our 2012 Singapore Credit Facility (which mature in June 2018 and include quarterly payments commencing with the quarter ending September 30, 2014, with the remaining principal due in full upon maturity), which were used to repay the outstanding indebtedness under the prior Singapore credit facility (which would have matured in March 2015);
repayment of $400.0 million under the term loans of our U.S credit facility on a pro rata basis (which would have matured between May 2013 and November 2016);
redemption of $191.7 million of the outstanding principal of our senior notes (which would have matured in February 2015); and
repayment of $131.6 million outstanding balance under our ferry financing (which would have matured in December 2015).
Restrictions on Distributions
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things,
limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.
Inflation
We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past year.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

general economic and business conditions which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;

our substantial leverage, debt service and debt covenant compliance (including the pledge of our assets 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;

the impact of the suspensions of certain of our development projects and 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 Shoppes at The Palazzo and 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 due to acts of terrorism;

disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, such as avian flu, SARS and H1N1 flu, terrorist activity or war;

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 and potential additional gaming licenses;

fluctuations in the demand for all-suites rooms, occupancy rates and average daily room rates in Macao, Singapore and Las Vegas;

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 internal or customer data;

the completion of infrastructure projects in Macao and Singapore; and

the outcome of any ongoing and future litigation.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
ITEM 3 —QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt, which we attempt to manage through the use of interest rate cap agreements. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.
To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.
The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on ~~March 31,~~June 30, 2012, LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the twelve months ending ~~March 31:~~June 30:

   2013 2014 2015 2016 2017 Thereafter    Total Fair
Value⁽¹⁾    2013 2014 2015 2016 2017 Thereafter    Total Fair Value⁽¹⁾
   (Dollars in millions)       (Dollars in millions)
LIABILITIES

Long-term debt

Variable rate
   $ 466.7 $ 540.9 $ 4,108.0 $ 1,287.3 $ 3,426.4 $ —         $ 9,829.3 $ 9,478.4       $ 93.3 $ 775.5 $ 1,020.9 $ 2,148.6 $ 3,928.6 $ 1,377.7    $ 9,344.6 $ 9,084.4
Average interest rate⁽²⁾
   2.7 % 2.6 % 2.5 % 2.7 % 2.8 % —         2.6 %    2.2 % 2.0 % 2.5 % 2.5 % 2.6 % —         2.5 %
ASSETS

Cap agreements⁽³⁾
   $ —      $ —      $ 0.2 $ —      $ —      $ —         $ 0.2 $ 0.2       $ —      $ 0.1 $ 0.3 $ —      $ —      $ —         $ 0.4 $ 0.4

(1)
The estimated fair values are based on quoted market prices, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates.
(2)
Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable-rate debt levels as of ~~March 31,~~June 30, 2012, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change approximately ~~$97.5~~$94.1 million.
(3)
As of ~~March 31,~~June 30, 2012, we have 3736 interest rate cap agreements with an aggregate fair value of approximately ~~$0.2~~$0.4 million based on quoted market values from the institutions holding the agreements.
Borrowings under the U.S. credit facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. The portions of the revolving facility and term loans that were not extended bear interest at the alternative base rate plus 0.25% per annum or 0.5% per annum, respectively, or at the adjusted Eurodollar rate plus 1.25% per annum or 1.5% per annum, respectively. The extended revolving facility and extended term loans bear interest at the alternative base
rate plus 1.0% per annum or 1.5% per annum, respectively, or at the adjusted Eurodollar rate plus 2.0% per annum or 2.5% per annum, respectively. Applicable spreads under the U.S. credit facility are subject to downward adjustments based upon our credit rating. Borrowings under the 2011 VML Credit Facility bear interest at either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans) or HIBOR (in the case of Hong Kong dollar and Macao pataca denominated loans), as applicable, plus a spread of 1.5% per annum to 2.25% per annum based on a specified consolidated leverage ratio. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum until ~~May 13,~~December 22, 2012 (the first 180 days after the closing date). Beginning ~~May 14,~~December 23, 2012, the spread for all borrowings is subject to a reduction based on a specified consolidated ~~leverage~~adjusted EBITDA ratio. ~~Borrowings under the Singapore credit facility bear interest at SOR plus a spread of 2.25% per annum.~~ Borrowings under the airplane financings bear interest at LIBOR plus approximately 1.5% per annum. Borrowings under the ferry financing, as amended, bear interest at HIBOR plus 2.5% per annum.
Foreign currency transaction losses for the ~~three~~six months ended ~~March 31,~~June 30, 2012, were ~~$2.3~~$0.5 million. We may be vulnerable to changes in the U.S. dollar/pataca exchange rate. Based on balances as of ~~March 31,~~June 30, 2012, an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately ~~$15.0~~$14.8 million. We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.
See also “Liquidity and Capital Resources.”
ITEM 4 —CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of ~~March 31,~~June 30, 2012, and have concluded that they are effective at the reasonable assurance level.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
~~There were no changes~~The only change in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that ~~have materially affected,~~had a material effect, or ~~are~~was reasonably likely to ~~materially affect,~~have a material effect on the Company’s internal control over financial ~~reporting.~~reporting, related to the opening of Sands Cotai Central in April 2012. We have implemented controls and procedures at Sands Cotai Central similar to those in effect at our other properties.
~~Part~~PART II
OTHER INFORMATION
ITEM 1 —LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and “Part I — Item 1 ~~—Financial~~— Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
ITEM 6 —EXHIBITS
List of Exhibits

Exhibit No.

Description of Document
10.1
Terms of Continued Employment, dated ~~as of March~~June 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands, LLC and ~~Robert G. Goldstein.~~
Michael A. Leven.
10.2 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.
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*101.INS
XBRL Instance Document
101.SCH*101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL*101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

LAS VEGAS SANDS CORP.
By:
/s/ Sheldon G. Adelson
Sheldon G. Adelson

Chairman of the Board and
Chief Executive Officer
~~May~~
August 9, 2012
By:
/s/ Kenneth J. Kay
Kenneth J. Kay
Chief Financial Officer
~~May~~
August 9, 2012

4758


Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

		$15,329,602			$15,329,602
	March 31,			December 31,
	2012			2011
Land and improvements	$	439,023		$	436,768
Building and improvements		11,633,890			11,456,407
Furniture, fixtures, equipment and leasehold improvements		2,224,125			2,147,326
Transportation		411,626			405,156
Construction in progress		3,928,031			3,677,479

		18,636,695			18,123,136
Less — accumulated depreciation and amortization		(3,307,093	)		(3,092,157	)

	$	15,329,602		$	15,030,979


					June 30,			December 31,
					2012			2011
Land and improvements					$	474,351		$	436,768
Building and improvements						13,010,117			11,456,407
Furniture, fixtures, equipment and leasehold improvements						2,333,901			2,147,326
Transportation						411,641			405,156
Construction in progress						2,586,898			3,677,479

						18,816,908			18,123,136
Less — accumulated depreciation and amortization						(3,516,988	)		(3,092,157	)

					$	15,299,920		$	15,030,979


Construction in progress consists of the following (in thousands):
		$15,329,602		$15,329,602
	March 31,		December 31,		June 30,			December 31,
	2012		2011		2012			2011
Sands Cotai Central	$	3,119,034	$	2,902,743	$	1,850,121		$	2,902,743
Four Seasons Macao (principally the Four Seasons Apartments)		407,946		404,650		410,197			404,650
Other		401,051		370,086		326,580			370,086

	$	3,928,031	$	3,677,479	$	2,586,898		$	3,677,479


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2012		2011		2012		2011		2012		2011
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)		760,437,437		723,389,226		821,110,555		728,695,140		790,773,996		726,056,840
Potential dilution from stock options, warrants and restricted stock and stock units		58,359,718		87,850,016		4,991,771		82,579,566		31,684,837		85,186,355

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)		818,797,155		811,239,242		826,102,326		811,274,706		822,458,833		811,243,195

Antidilutive stock options, warrants and restricted stock and stock units excluded from the calculation of diluted earnings per share		4,269,417		5,334,276		4,681,204		5,981,719		4,681,204		6,515,362


	Three Months Ended March 31,
	2012		2011
Compensation expense:
Stock options	$	10,866	$	15,301
Restricted stock and stock units		8,300		4,938

	$	19,166	$	20,239

Compensation cost capitalized as part of property and equipment	$	218	$	600

LVSC 2004 Plan:
Stock options granted		51		230

Weighted average grant date fair value	$	35.49	$	36.22

Restricted stock granted		497		620

Weighted average grant date fair value	$	53.30	$	48.01

Restricted stock units granted		13		—

Weighted average grant date fair value	$	51.07	$	—

SCL Equity Plan:
Stock options granted		2,435		2,746

Weighted average grant date fair value	$	1.68	$	1.52


	Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2012
Cash equivalents⁽¹⁾	$	1,797,939	$	1,797,939	$	—	$	—
Interest rate caps⁽²⁾	$	371	$	—	$	371	$	—
As of December 31, 2011
Cash equivalents⁽¹⁾	$	2,766,796	$	2,766,796	$	—	$	—
Interest rate caps⁽²⁾	$	1,195	$	—	$	1,195	$	—


							Consolidating/											Consolidating/
	Las Vegas		Restricted		Non-Restricted		Eliminating					Las Vegas		Restricted		Non-Restricted		Eliminating
	Sands Corp.		Subsidiaries		Subsidiaries		Entries			Total		Sands Corp.		Subsidiaries		Subsidiaries		Entries			Total
Cash and cash equivalents	$	179,599	$	850,810	$	3,025,951	$	—		$	4,056,360	$	28,888	$	942,227	$	2,550,885	$	—		$	3,522,000
Restricted cash and cash equivalents		—		34		4,840		—			4,874		—		49		5,102		—			5,151
Intercompany receivables		179,686		47,999		—		(227,685	)		—		206,029		40,341		—		(246,370	)		—
Accounts receivable, net		1,565		263,950		1,264,825		—			1,530,340		1,046		253,473		1,307,257		—			1,561,776
Inventories		2,459		11,975		25,580		—			40,014		2,671		11,982		25,884		—			40,537
Deferred income taxes, net		—		33,837		610		(19,381	)		15,066		—		35,027		353		(21,305	)		14,075
Prepaid expenses and other		11,968		9,814		54,654		(351	)		76,085		20,184		9,298		61,833		(9,257	)		82,058

Total current assets		375,277		1,218,419		4,376,460		(247,417	)		5,722,739		258,818		1,292,397		3,951,314		(276,932	)		5,225,597
Property and equipment, net		139,704		3,352,544		11,837,354		—			15,329,602		143,483		3,326,501		11,829,936		—			15,299,920
Investment in subsidiaries		8,426,648		6,545,431		—		(14,972,079	)		—
Investments in subsidiaries													8,587,645		6,234,498		—		(14,822,143	)		—
Deferred financing costs, net		281		18,673		144,265		—			163,219		267		15,672		221,851		—			237,790
Restricted cash and cash equivalents		—		2,466		—		—			2,466		—		2,451		—		—			2,451
Intercompany receivables		31,423		145,581		—		(177,004	)		—		31,248		152,454		—		(183,702	)		—
Intercompany notes receivable		—		829,788		—		(829,788	)		—		—		863,686		—		(863,686	)		—
Deferred income taxes, net		65,879		—		—		(46,990	)		18,889		68,308		—		—		(39,930	)		28,378
Leasehold interests in land, net		—		—		1,414,349		—			1,414,349		—		—		1,419,072		—			1,419,072
Intangible assets, net		690		—		77,327		—			78,017		690		—		74,745		—			75,435
Other assets, net		113		24,392		117,246		—			141,751		232		21,534		106,397		—			128,163

Total assets	$	9,040,015	$	12,137,294	$	17,967,001	$	(16,273,278	)	$	22,871,032	$	9,090,691	$	11,909,193	$	17,603,315	$	(16,186,393	)	$	22,416,806

Accounts payable	$	19,708	$	23,129	$	62,368	$	—		$	105,205	$	30,400	$	31,951	$	72,096	$	—		$	134,447
Construction payables		1,722		5,324		304,522		—			311,568		1,645		4,020		290,690		—			296,355
Intercompany payables		—		174,271		53,414		(227,685	)		—		—		203,608		42,762		(246,370	)		—
Accrued interest payable		101		1,039		5,797		—			6,937		97		991		6,328		—			7,416
Other accrued liabilities		10,248		196,662		1,216,021		—			1,422,931		17,947		203,528		1,329,515		—			1,550,990
Income taxes payable		—		7		177,197		(351	)		176,853		—		6		171,776		(9,257	)		162,525
Deferred income taxes		19,381		—		—		(19,381	)		—		21,305		—		—		(21,305	)		—
Current maturities of long-term debt		3,688		30,549		435,087		—			469,324		3,688		90,293		3,756		—			97,737

Total current liabilities		54,848		430,981		2,254,406		(247,417	)		2,492,818		75,082		534,397		1,916,923		(276,932	)		2,249,470
Other long-term liabilities		35,326		10,729		58,984		—			105,039		44,110		10,618		62,930		—			117,658
Intercompany payables		73,240		—		103,764		(177,004	)		—		73,548		—		110,154		(183,702	)		—
Intercompany notes payable		—		—		829,788		(829,788	)		—		—		—		863,686		(863,686	)		—
Deferred income taxes		—		47,156		159,261		(46,990	)		159,427		—		40,106		153,742		(39,930	)		153,918
Deferred amounts related to mall transactions		—		433,251		—		—			433,251		—		432,254		—		—			432,254
Long-term debt		70,125		2,831,733		6,480,791		—			9,382,649		69,203		2,365,458		6,841,815		—			9,276,476

Total liabilities		233,539		3,753,850		9,886,994		(1,301,199	)		12,573,184		261,943		3,382,833		9,949,250		(1,364,250	)		12,229,776

Total Las Vegas Sands Corp. stockholders’ equity		8,806,476		8,383,039		6,589,040		(14,972,079	)		8,806,476		8,828,748		8,525,955		6,296,188		(14,822,143	)		8,828,748
Noncontrolling interests		—		405		1,490,967		—			1,491,372		—		405		1,357,877		—			1,358,282

Total equity		8,806,476		8,383,444		8,080,007		(14,972,079	)		10,297,848		8,828,748		8,526,360		7,654,065		(14,822,143	)		10,187,030

Total liabilities and equity	$	9,040,015	$	12,137,294	$	17,967,001	$	(16,273,278	)	$	22,871,032	$	9,090,691	$	11,909,193	$	17,603,315	$	(16,186,393	)	$	22,416,806


	Las Vegas Sands Corp.			Restricted Subsidiaries				Non-Restricted Subsidiaries				Consolidating/ Eliminating Entries				Total														Consolidating/ Eliminating Entries
											Las Vegas Sands Corp.									Restricted Subsidiaries				Non-Restricted Subsidiaries
											Las Vegas Sands Corp.												Consolidating/ Eliminating Entries
Revenues:
Casino	$	—					$	158,694			$	2,107,799			$	—			$	Restricted Subsidiaries		2,266,493					$	—		$	94,598		$	1,972,826		$	—
Rooms		—			113,449				154,278				—				267,727				—				112,787				162,524			—			275,311
Food and beverage		—			47,854				105,601				—				153,455				—				54,045			105,699			—			159,744
Mall		—			—				71,418				—				71,418				—				—			93,740			—			93,740
Convention, retail and other		—			75,840				91,278				(37,401	)			129,717				—				73,427			82,806			(39,399	)		116,834

		—			395,837				2,530,374				(37,401	)			2,888,810				—				334,857			2,417,595			(39,399	)		2,713,053
Less — promotional allowances		(233	)		(22,385	)			(102,997	)			(453	)			(126,068	)			(280	)			(18,874	)		(111,667	)		(326	)		(131,147	)

Net revenues		(233	)		373,452				2,427,377				(37,854	)			2,762,742				(280	)			315,983			2,305,928			(39,725	)		2,581,906

Operating expenses:
Casino		—			78,164				1,130,005				(618	)			1,207,551				—				63,872			1,124,136			(550	)		1,187,458
Rooms		—			33,126				19,661				(1	)			52,786				—				36,955			23,560			(2	)		60,513
Food and beverage		—			22,796				56,600				(1,095	)			78,301				—				23,710			59,296			(1,033	)		81,973
Mall		—			—				16,301				—				16,301				—				—			17,798			—			17,798
Convention, retail and other		—			20,712				62,117				(3,305	)			79,524				—				22,638			61,239			(5,474	)		78,403
Provision for doubtful accounts		—			6,548				45,670				—				52,218				—				7,475			50,899			—			58,374
General and administrative		—			68,489				150,444				(216	)			218,717				—				68,285			190,941			(188	)		259,038
Corporate		46,195			91				35,281				(32,612	)			48,955				53,475				106			37,485			(32,474	)		58,592
Pre-opening		—			—				51,460				(1	)			51,459				—				—			43,473			(1	)		43,472
Development		1,204			—				—				(6	)			1,198				6,800				—			—			(3	)		6,797
Depreciation and amortization		3,587			55,899				135,261				—				194,747				3,672				55,307			161,461			—			220,440
Amortization of leasehold interests in land		—			—				9,945				—				9,945				—				—			10,057			—			10,057
Impairment loss		—			—				42,893				—				42,893				—				—			100,781			—			100,781
Loss on disposal of assets		—			402				191				—				593
(Gain) loss on disposal of assets																					(1	)			165			318			—			482

		50,986			286,227				1,755,829				(37,854	)			2,055,188				63,946				278,513			1,881,444			(39,725	)		2,184,178

Operating income (loss)		(51,219	)		87,225				671,548				—				707,554				(64,226	)			37,470			424,484			—			397,728
Other income (expense):
Interest income		98			31,476				5,292				(31,218	)			5,648				95				33,081			6,375			(32,659	)		6,892
Interest expense, net of amounts capitalized		(3,358	)		(25,368	)			(67,164	)			31,218				(64,672	)			(376	)			(23,893	)		(72,923	)		32,659			(64,533	)
Other income (expense)		(47	)		339				(3,711	)			—				(3,419	)			—				(663	)		2,445			—			1,782
Loss on early retirement of debt		(2,831	)		—				—				—				(2,831	)
Loss on modification or early retirement of debt																					—				(1,599	)		(14,804	)		—			(16,403	)
Income from equity investments in subsidiaries		528,287			420,352				—				(948,639	)			—				282,436				229,547			—			(511,983	)		—

Income before income taxes		470,930			514,024				605,965				(948,639	)			642,280				217,929				273,943			345,577			(511,983	)		325,466
Income tax benefit (expense)		28,012			(27,375	)			(63,808	)			—				(63,171	)			22,658				(13,843	)		(47,900	)		—			(39,085	)

Net income		498,942			486,649				542,157				(948,639	)			579,109				240,587				260,100			297,677			(511,983	)		286,381
Net income attributable to noncontrolling interests		—			(525	)			(79,642	)			—				(80,167	)			—				(736	)		(45,058	)		—			(45,794	)

Net income attributable to Las Vegas Sands Corp.	$	498,942		$	486,124			$	462,515			$	(948,639	)		$	498,942			$	240,587			$	259,364		$	252,619		$	(511,983	)	$	240,587


	Three Months Ended March 31,							Three Months Ended June 30,							Six Months Ended June 30,
	2012		2011		Percent Change			2012		2011		Percent Change			2012		2011		Percent Change
	(Dollars in thousands)							(Dollars in thousands)
Net revenues	$	2,762,742	$	2,111,919		30.8	%	$	2,581,906	$	2,345,096		10.1	%	$	5,344,648	$	4,457,015		19.9	%
Operating expenses		2,055,188		1,625,992		26.4	%		2,184,178		1,736,974		25.7	%		4,239,366		3,362,966		26.1	%
Operating income		707,554		485,927		45.6	%		397,728		608,122		(34.6	)%		1,105,282		1,094,049		1.0	%
Income before income taxes		642,280		409,714		56.8	%		325,466		543,466		(40.1	)%		967,746		953,180		1.5	%
Net income		579,109		364,503		58.9	%		286,381		489,092		(41.4	)%		865,490		853,595		1.4	%
Net income attributable to Las Vegas Sands Corp.		498,942		289,323		72.5	%
Net income attributable to Las Vegas
Sands Corp.									240,587		410,637		(41.4	)%		739,529		699,960		5.7	%


	Percent of Net Revenues						Percent of Net Revenues
	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011			2012			2011
Operating expenses		74.4	%		77.0	%		84.6	%		74.1	%		79.3	%		75.5	%
Operating income		25.6	%		23.0	%		15.4	%		25.9	%		20.7	%		24.5	%
Income before income taxes		23.2	%		19.4	%		12.6	%		23.2	%		18.1	%		21.4	%
Net income		21.0	%		17.3	%		11.1	%		20.9	%		16.2	%		19.2	%
Net income attributable to Las Vegas Sands Corp.		18.1	%		13.7	%		9.3	%		17.5	%		13.8	%		15.7	%


	Three Months Ended March 31,
							Percent			Three Months Ended June 30,
	2012			2011			Change			2012			2011			Percent Change
	(Dollars in thousands)									(Dollars in thousands)
Macao:
The Venetian Macao	$	281,933		$	228,400			23.4	%	$	229,241		$	258,366			(11.3	)%
Sands Macao		106,956			92,648			15.4	%		71,304			95,573			(25.4	)%
Four Seasons Macao		67,519			57,547			17.3	%		76,587			37,620			103.6	%
Sands Cotai Central											51,838			—			—	%
Other Asia		(5,722	)		(4,606	)		(24.2	)%		(5,955	)		(9,230	)		35.5	%

		450,686			373,989			20.5	%		423,015			382,329			10.6	%
Marina Bay Sands		472,519			284,471			66.1	%		330,405			405,359			(18.5	)%
United States:
Las Vegas Operating Properties		115,806			65,165			77.7	%		64,350			92,909			(30.7	)%
Sands Bethlehem		27,502			22,109			24.4	%		26,917			21,039			27.9	%

		143,308			87,274			64.2	%		91,267			113,948			(19.9	)%

Total adjusted property EBITDA	$	1,066,513		$	745,734			43.0	%	$	844,687		$	901,636			(6.3	)%


	Six Months Ended June 30,⁽¹⁾
	2012			2011			Change
	(Mall revenues in thousands)
Macao Operations:
*The Grand Canal Shoppes at The Venetian Macao*
Total mall revenues	$	57,428		$	48,549			18.3	%
Mall gross leasable area (in square feet)		806,897			813,689			(0.8	)%
Occupancy		91.6	%		90.7	%		0.9	pts
Base rent per square foot	$	136		$	122			11.5	%
Tenant sales per square foot	$	1,165		$	878			32.7	%
*The Shoppes at Four Seasons*
Total mall revenues	$	31,806		$	20,463			55.4	%
Mall gross leasable area (in square feet)		189,088			192,258			(1.6	)%
Occupancy		92.2	%		93.1	%		(0.9	)pts
Base rent per square foot	$	149		$	143			4.2	%
Tenant sales per square foot	$	4,095		$	2,519			62.6	%
**The Shoppes at Sands Cotai Central⁽²⁾**
Total mall revenues	$	3,252		$	—			—	%
Mall gross leasable area (in square feet)		50,635			—			—	%
Occupancy		100.0	%		—	%		—	pts
Base rent per square foot	$	204		$	—			—	%
Singapore Operations:
*The Shoppes at Marina Bay Sands*
Total mall revenues	$	71,910		$	60,732			18.4	%
Mall gross leasable area (in square feet)		629,734			623,867			0.9	%
Occupancy		97.2	%		76.7	%		20.5	pts
Base rent per square foot	$	199		$	163			22.1	%
Tenant sales per square foot	$	1,313		$	1,177			11.6	%
U.S. Operations:
**The Shoppes at Sands Bethlehem⁽³⁾**
Total mall revenues	$	762		$	—			—	%
Mall gross leasable area (in square feet)		129,216			—			—	%
Occupancy		65.3	%		—	%		—	pts


	2013			2014			2015			2016			2017			Thereafter		Total			Fair Value⁽¹⁾		2013			2014			2015			2016			2017			Thereafter		Total			Fair Value⁽¹⁾
							(Dollars in millions)																(Dollars in millions)
LIABILITIES
Long-term debt
Variable rate	$	466.7		$	540.9		$	4,108.0		$	1,287.3		$	3,426.4		$	—	$	9,829.3		$	9,478.4	$	93.3		$	775.5		$	1,020.9		$	2,148.6		$	3,928.6		$	1,377.7	$	9,344.6		$	9,084.4
Average interest rate⁽²⁾		2.7	%		2.6	%		2.5	%		2.7	%		2.8	%		—		2.6	%				2.2	%		2.0	%		2.5	%		2.5	%		2.6	%		—		2.5	%
ASSETS
Cap agreements⁽³⁾	$	—		$	—		$	0.2		$	—		$	—		$	—	$	0.2		$	0.2	$	—		$	0.1		$	0.3		$	—		$	—		$	—	$	0.4		$	0.4


Exhibit No.		Description of Document

10.1		Terms of Continued Employment, dated ~~as of March~~June 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands, LLC and ~~Robert G. Goldstein.~~ Michael A. Leven.

10.2		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.

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*101.INS		XBRL Instance Document

101.SCH*101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL*101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


	LAS VEGAS SANDS CORP.

	By:	/s/ Sheldon G. Adelson
		Sheldon G. Adelson
		Chairman of the Board and
		Chief Executive Officer
~~May~~
August 9, 2012

	By:	/s/ Kenneth J. Kay
		Kenneth J. Kay
		Chief Financial Officer
~~May~~
August 9, 2012