UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

Form 10-Q

____________________________________________________

x

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

For the quarterly period ended ~~September 30, 2013~~

March 31, 2014

¨

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

For the transition period fromto

Commission file number 001-32373

____________________________________________________

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

____________________________________________________



Nevada		27-0099920
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



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

(702) 414-1000

(Registrant’s telephone number, including area code)

____________________________________________________

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

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

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

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


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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

~~Table of Contents~~


		~~PART I~~ ~~FINANCIAL INFORMATION~~

~~Item 1.~~ Class		Outstanding at April 30, 2014
Common Stock ($0.001 par value)		807,872,356 shares

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents



	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
		3
		Condensed Consolidated Balance Sheets at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013	3
		3
		Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~	4
		4
		Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~	5
		5
		Condensed Consolidated Statements of Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~	6
		6
		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~	7
		7
		Notes to Condensed Consolidated Financial Statements			8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			41	34
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	51
			64
~~Item 4.~~		~~Controls and Procedures~~			65

		PART II OTHER INFORMATION

~~Item 1.~~		~~Legal Proceedings~~
66Item 1.	Legal Proceedings	53
Item 1A.		Risk Factors			66	53
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			66	53
Item 6.		Exhibits			67	54
Signatures				68	55

2
Table of Contents

PART 1 FINANCIAL INFORMATION

ITEM 1— FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

   September 30,
2013 December 31,
2012

(In thousands, except share
and per share data)
(Unaudited)

ASSETS
Current assets:

Cash and cash equivalents
   $ 3,209,120    $ 2,512,766
Restricted cash and cash equivalents
   5,750    4,521
Accounts receivable, net
   1,848,522    1,819,260
Inventories
   41,683    43,875
Deferred income taxes, net
   2,500    2,299
Prepaid expenses and other
   99,693    94,793


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


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


LIABILITIES AND EQUITY
Current liabilities:

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


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


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


Commitments and contingencies (Note 9)

Equity:

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


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


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


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



	March 31, 2014			December 31, 2013
	(In thousands, except share and per share data) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,303,402		$	3,600,414
Restricted cash and cash equivalents	5,888			6,839
Accounts receivable, net	1,781,090			1,762,110
Inventories	41,385			41,946
Prepaid expenses and other	110,347			104,230
Total current assets	5,242,112			5,515,539
Property and equipment, net	15,352,474			15,358,953
Deferred financing costs, net	216,093			185,964
Deferred income taxes, net	21,654			13,821
Leasehold interests in land, net	1,424,396			1,428,819
Intangible assets, net	98,522			102,081
Other assets, net	119,350			119,087
Total assets	$	22,474,601		$	22,724,264
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	131,714		$	119,194
Construction payables	217,852			241,560
Accrued interest payable	1,483			6,551
Other accrued liabilities	2,051,810			2,194,866
Deferred income taxes	16,972			13,309
Income taxes payable	234,477			176,678
Current maturities of long-term debt	304,947			377,507
Total current liabilities	2,959,255			3,129,665
Other long-term liabilities	117,904			112,195
Deferred income taxes	170,833			173,211
Deferred proceeds from sale of The Shoppes at The Palazzo	268,582			268,541
Deferred gain on sale of The Grand Canal Shoppes	39,550			40,416
Deferred rent from mall sale transactions	116,585			116,955
Long-term debt	9,968,879			9,382,752
Total liabilities	13,641,588			13,223,735
Commitments and contingencies (Note 9)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 828,728,329 and 827,273,217 shares issued, 810,134,695 and 818,702,936 shares outstanding	829			827
Treasury stock, at cost, 18,593,634 and 8,570,281 shares	(1,380,529		)	(570,520		)
Capital in excess of par value	6,398,160			6,348,065
Accumulated other comprehensive income	184,631			173,783
Retained earnings	2,083,717			1,713,339
Total Las Vegas Sands Corp. stockholders’ equity	7,286,808			7,665,494
Noncontrolling interests	1,546,205			1,835,035
Total equity	8,833,013			9,500,529
Total liabilities and equity	$	22,474,601		$	22,724,264

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2013 2012 2013 2012

(In thousands, except share and per share data)
(Unaudited)

Revenues:

Casino
   $ 2,984,538    $ 2,201,030    $ 8,394,721    $ 6,534,947
Rooms
   349,001    287,849    998,646    830,887
Food and beverage
   174,260    142,685    534,361    455,884
Mall
   128,068    103,232    321,522    268,390
Convention, retail and other
   123,259    117,129    372,370    363,680


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


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


Operating expenses:

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


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


Operating income
   914,826    534,095    2,522,170    1,639,377
Other income (expense):

Interest income
   3,819    4,176    10,848    16,716
Interest expense, net of amounts capitalized
   (66,917 ) (62,292 ) (204,125 ) (191,497 )
Other income
   3,207    2,352    4,992    715
Loss on modification or early retirement of debt
   —      —      —      (19,234 )


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


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


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


Earnings per share:

Basic
   $ 0.76    $ 0.43    $ 2.10    $ 1.36


Diluted
   $ 0.76    $ 0.42    $ 2.09    $ 1.32


Weighted average shares outstanding:

Basic
   823,200,515    821,482,154    823,512,889    801,084,165


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


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



	Three Months Ended March 31,
	2014			2013
	(In thousands, except share and per share data) (Unaudited)
Revenues:
Casino	$	3,372,065		$	2,736,054
Rooms	400,222			325,016
Food and beverage	202,787			185,329
Mall	109,031			85,461
Convention, retail and other	137,376			126,061
	4,221,481			3,457,921
Less — promotional allowances	(211,097		)	(155,202		)
Net revenues	4,010,384			3,302,719
Operating expenses:
Casino	1,867,612			1,526,279
Rooms	64,263			68,690
Food and beverage	100,169			96,731
Mall	17,363			17,258
Convention, retail and other	90,468			78,849
Provision for doubtful accounts	61,918			64,679
General and administrative	336,499			290,414
Corporate	50,677			56,272
Pre-opening	4,300			6,837
Development	1,692			5,351
Depreciation and amortization	261,047			252,557
Amortization of leasehold interests in land	10,026			10,167
Loss on disposal of assets	525			1,932
	2,866,559			2,476,016
Operating income	1,143,825			826,703
Other income (expense):
Interest income	5,803			3,793
Interest expense, net of amounts capitalized	(71,126		)	(68,832		)
Other expense	(4,657		)	(2,108		)
Loss on modification or early retirement of debt	(17,964		)	—
Income before income taxes	1,055,881			759,556
Income tax expense	(59,153		)	(55,582		)
Net income	996,728			703,974
Net income attributable to noncontrolling interests	(220,543		)	(132,013		)
Net income attributable to Las Vegas Sands Corp.	$	776,185		$	571,961
Earnings per share:
Basic	$	0.95		$	0.69
Diluted	$	0.95		$	0.69
Weighted average shares outstanding:
Basic	814,766,709			823,367,441
Diluted	817,537,615			827,452,691
Dividends declared per common share	$	0.50		$	0.35

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2013 2012 2013 2012

(In thousands)
(Unaudited)

Net income
   $ 809,298    $ 444,980    $ 2,184,945    $ 1,310,470
Currency translation adjustment, net of tax
   19,865    94,294    (69,672 ) 165,214


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


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



	Three Months Ended March 31,
	2014			2013
	(In thousands) (Unaudited)
Net income	$	996,728		$	703,974
Currency translation adjustment, before and after tax	10,223			(48,456		)
Total comprehensive income	1,006,951			655,518
Comprehensive income attributable to noncontrolling interests	(219,918		)	(129,333		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	787,033		$	526,185

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

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




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




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




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



	Las Vegas Sands Corp. Stockholders’ Equity
	Common Stock		Treasury Stock			Capital in Excess of Par Value		Accumulated Other Comprehensive Income			Retained Earnings			Noncontrolling Interests			Total
	(In thousands) (Unaudited)
Balance at January 1, 2013	$	824	$	—		$	6,237,488	$	263,078		$	560,452		$	1,596,570		$	8,658,412
Net income	—		—			—		—			571,961			132,013			703,974
Currency translation adjustment	—		—			—		(45,776		)	—			(2,680		)	(48,456		)
Exercise of stock options	1		—			11,208		—			—			746			11,955
Tax benefit from stock-based compensation	—		—			1,525		—			—			—			1,525
Stock-based compensation	—		—			14,016		—			—			873			14,889
Dividends declared	—		—			—		—			(288,734		)	(207,266		)	(496,000		)
Distributions to noncontrolling interests	—		—			—		—			—			(2,174		)	(2,174		)
Balance at March 31, 2013	$	825	$	—		$	6,264,237	$	217,302		$	843,679		$	1,518,082		$	8,844,125
Balance at January 1, 2014	$	827	$	(570,520	)	$	6,348,065	$	173,783		$	1,713,339		$	1,835,035		$	9,500,529
Net income	—		—			—		—			776,185			220,543			996,728
Currency translation adjustment	—		—			—		10,848			—			(625		)	10,223
Exercise of stock options	2		—			30,503		—			—			1,610			32,115
Tax benefit from stock-based compensation	—		—			4,112		—			—			—			4,112
Stock-based compensation	—		—			15,480		—			—			1,612			17,092
Repurchase of common stock	—		(810,009		)	—		—			—			—			(810,009		)
Dividends declared	—		—			—		—			(405,807		)	(509,391		)	(915,198		)
Distributions to noncontrolling interests	—		—			—		—			—			(2,579		)	(2,579		)
Balance at March 31, 2014	$	829	$	(1,380,529	)	$	6,398,160	$	184,631		$	2,083,717		$	1,546,205		$	8,833,013

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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   Nine Months Ended
September 30,
   2013 2012

(In thousands)
(Unaudited)

Cash flows from operating activities:

Net income
   $ 2,184,945    $ 1,310,470
Adjustments to reconcile net income to net cash generated from operating activities:

Depreciation and amortization
   752,530    641,725
Amortization of leasehold interests in land
   30,297    30,016
Amortization of deferred financing costs and original issue discount
   42,617    36,401
Amortization of deferred gain and rent
   (3,708 ) (3,708 )
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo
   1,030    1,295
Loss on modification or early retirement of debt
   —      16,313
Impairment and loss on disposal of assets
   9,433    144,903
Stock-based compensation expense
   39,802    50,268
Provision for doubtful accounts
   182,108    183,397
Foreign exchange (gain) loss
   (9,802 ) 3,081
Excess tax benefits from stock-based compensation
   (2,394 ) —
Deferred income taxes
   (5,762 ) (20,671 )
Changes in operating assets and liabilities:

Accounts receivable
   (233,379 ) (509,089 )
Inventories
   1,974    (7,026 )
Prepaid expenses and other
   3,473    (41,303 )
Leasehold interests in land
   (25,387 ) (24,163 )
Accounts payable
   9,006    44,560
Accrued interest payable
   (13,866 ) (21,969 )
Income taxes payable
   (17,282 ) 46,328
Other accrued liabilities
   215,148    292,005


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


Cash flows from investing activities:

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


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


Cash flows from financing activities:

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


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


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


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


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


Supplemental disclosure of cash flow information:

Cash payments for interest, net of amounts capitalized
   $ 164,250    $ 165,178


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


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


Non-cash investing and financing activities:

Capitalized stock-based compensation costs
   $ 493    $ 371


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


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


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


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



	Three Months Ended March 31,
	2014			2013
	(In thousands) (Unaudited)
Cash flows from operating activities:
Net income	$	996,728		$	703,974
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization	261,047			252,557
Amortization of leasehold interests in land	10,026			10,167
Amortization of deferred financing costs and original issue discount	14,562			14,185
Amortization of deferred gain on and rent from mall sale transactions	(1,236		)	(1,236		)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo	245			341
Non-cash loss on modification or early retirement of debt	13,467			—
Loss on disposal of assets	525			1,932
Stock-based compensation expense	16,102			14,617
Provision for doubtful accounts	61,918			64,679
Foreign exchange (gain) loss	951			(6,941		)
Excess tax benefits from stock-based compensation	(4,112		)	(1,525		)
Deferred income taxes	(9,248		)	2,619
Changes in operating assets and liabilities:
Accounts receivable	(77,087		)	(234,417		)
Inventories	600			1,344
Prepaid expenses and other	(6,050		)	1,111
Accounts payable	12,373			26,992
Accrued interest payable	(5,097		)	(12,023		)
Income taxes payable	60,774			58,874
Other accrued liabilities	(213,861		)	(11,732		)
Net cash generated from operating activities	1,132,627			885,518
Cash flows from investing activities:
Change in restricted cash and cash equivalents	948			(294		)
Capital expenditures	(251,727		)	(197,191		)
Proceeds from disposal of property and equipment	541			426
Net cash used in investing activities	(250,238		)	(197,059		)
Cash flows from financing activities:
Proceeds from exercise of stock options	32,115			11,955
Excess tax benefits from stock-based compensation	4,112			1,525
Repurchase of common stock	(734,363		)	—
Dividends paid	(915,072		)	(495,820		)
Distributions to noncontrolling interests	(2,579		)	(2,174		)
Proceeds from long-term debt (Note 3)	1,319,725			—
Repayments on long-term debt (Note 3)	(828,063		)	(334,578		)
Payments of deferred financing costs	(57,255		)	—
Net cash used in financing activities	(1,181,380		)	(819,092		)
Effect of exchange rate on cash	1,979			(2,385		)
Decrease in cash and cash equivalents	(297,012		)	(133,018		)
Cash and cash equivalents at beginning of period	3,600,414			2,512,766
Cash and cash equivalents at end of period	$	3,303,402		$	2,379,748
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	57,835		$	62,928
Cash payments for taxes, net of refunds	$	6,788		$	2,086
Change in construction payables	$	(23,708	)	$	23,444
Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	990		$	272
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	$	126		$	180
Change in common stock repurchase payable included in other accrued liabilities	$	75,646		$	—

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, ~~2012. The year-end balance sheet data was derived from audited~~2013, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements ~~but does not include all disclosures required by~~prepared in accordance with accounting principles generally accepted in the United States of ~~America.~~America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

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

Operations

Macao

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

subconcession agreement, which expires in June 2022.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and 6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately ~~374,000~~385,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately ~~1.0 million~~923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

~~In April and September 2012 and January 2013,~~

The Company owns the ~~Company opened phases I, IIA and IIB, respectively, of its~~ Sands Cotai Central ~~integrated resort~~ (located on parcels 5 and 6), ~~which is~~an integrated resort situated across the street from The Venetian Macao and Four Seasons ~~Macao. Phase I consists of a~~Macao (which is further described below). In April 2012, the Company opened the first hotel tower on parcel 5, ~~which includes~~consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn ~~brand; more than~~brand. The Company also opened approximately 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming ~~areas. Phase IIA includes~~areas, all of which are operated by the Company. In September 2012, the Company opened the first hotel tower on parcel 6, ~~which features~~consisting of approximately 1,800 rooms and suites ~~managed by Starwood Asia Pacific Hotels and Resorts Pte Ltd. and Sheraton Overseas Management Co. (collectively “Starwood”)~~ under the Sheraton brand, ~~along with~~and opened the second casino and additional retail, entertainment, dining and meeting ~~facilities. Phase IIB consists of~~facilities, which are operated by the Company. In January 2013, the second hotel tower on parcel 6 ~~and features~~opened, featuring approximately 2,100 rooms and suites ~~managed by Starwood~~ under the Sheraton brand. ~~With~~The Company has begun construction activities on the ~~completion~~remaining phase of ~~phases I~~the project, which will include a fourth hotel and IImixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $700 million. Upon completion of the project, the integrated resort ~~features~~will feature approximately ~~300,000~~350,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in ~~2014)~~early 2015). The Company has commenced pre-construction activities on phase III of the project, which is expected to include a fourth hotel and mixed-use tower, located on parcel 5, to be managed by Starwood under the St. Regis brand and the total cost to complete is expected to be in excess of $450 million. As of ~~September 30, 2013,~~March 31, 2014, the Company has capitalized costs of ~~$4.09~~$4.20 billion for the entire project, including the land premium (net of amortization) and ~~$129.5~~$68.3 million in outstanding construction payables.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites ~~managed and operated by~~under the Four Seasons ~~Hotels Inc.~~brand and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao and located on parcel 2, the “Four Seasons Macao”), which features approximately ~~108,000~~113,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian Macao; several food

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately ~~249,000~~260,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

Singapore

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

United States

Las Vegas

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

Pennsylvania

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

Development Projects

Macao

The Company submitted plans to the Macao government for The Parisian Macao (located on parcel 3), an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under the Company’s gaming subconcession), a hotel with over 3,000 rooms and ~~shopping mall.~~suites and retail, entertainment, dining and meeting facilities. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. The Company has commenced construction activities and has capitalized costs of ~~$284.6~~$464.8 million, including the land premium (net of amortization), and $44.1 million in outstanding construction payables, as of ~~September 30, 2013.~~March 31, 2014. In addition, the Company will be completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government.

Under the Company’s land concession for ~~Sands Cotai Central,~~The Parisian Macao, the Company is required to complete the development by ~~May 2014. The Company will be applying for an extension from the Macao government to complete Sands Cotai Central, as the Company will be unable to meet the May 2014 deadline.~~April 2016. The land concession for ~~The Parisian Macao~~Sands Cotai Central contains a similar requirement, which was extended by the Macao government in ~~July 2012,~~April 2014, that the development be completed by ~~April~~December 2016. Should the Company determine that it is unable to complete The Parisian Macao or Sands Cotai Central by ~~April 2016,~~their respective deadlines, the Company would ~~then also~~ expect to apply for another extension from the Macao government. If the Company is unable to meet ~~The Parisian Macao deadline~~the current deadlines and the deadlines for either development are not extended, the Company could lose its land concessions for The Parisian Macao or Sands Cotai Central, ~~or The Parisian Macao,~~ which

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its ~~$4.09~~$464.8 million or $4.20 billion ~~or $284.6 million~~ in capitalized construction costs and land premiums (net of amortization), as of ~~September 30, 2013,~~March 31, 2014, related to The Parisian Macao and Sands Cotai Central, ~~and The Parisian Macao,~~ respectively.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. As of ~~September 30, 2013,~~March 31, 2014, the Company has capitalized construction costs of ~~$178.8~~$178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management ~~decide~~decides to abandon the project, the Company could record a charge for ~~all or~~ some portion of the ~~$178.8~~$178.6 million in capitalized construction costs as of ~~September 30, 2013.~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

March 31, 2014.

Other

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

~~Development~~globally.

Capital Financing ~~Strategy~~

Overview

Through ~~September 30, 2013,~~March 31, 2014, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.

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

The Company held unrestricted cash and cash equivalents of ~~$3.21~~$3.30 billion and restricted cash and cash equivalents of ~~$7.3~~$5.9 million as of ~~September 30, 2013.~~March 31, 2014. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may ~~need~~elect to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements ~~thereof, including~~thereof. The Company is no longer evaluating strategic alternatives related to ~~the Company’s~~its Pennsylvania operations.

In December 2013, the Company entered into its $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility. In March 2014, the Company amended its Macao credit facility, which extended a portion of the term loans under the facility to March 2020 and provides for revolving loan commitments of $2.0 billion (see “— Note 3 — Long-term Debt — 2011 VML Credit Facility”).

Recent Accounting Pronouncements

In ~~February 2013,~~April 2014, the ~~FASB~~Financial Accounting Standards Board issued ~~authoritative guidance on~~an accounting standard update that amends the ~~reporting~~definition of ~~reclassifications out~~a discontinued operation to include only those disposals of ~~accumulated other comprehensive income. The guidance requires~~components of an entity ~~to present, either~~that represent a strategic shift that has, or will have, a major effect on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period.an entity's operations and financial results. The ~~guidance~~amendment should be applied prospectively and is effective for fiscal years beginning on or after December 15, ~~2012, with early~~2014. Early adoption ~~permitted. The adoption of this guidance did~~is permitted for disposals that have not ~~have a material effect on the Company’s~~been reported in financial ~~condition, results of operations or cash flows.~~

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

NOTE 2 — PROPERTY AND EQUIPMENT, NET

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

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


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


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



	March 31, 2014			December 31, 2013
Land and improvements	$	553,993		$	553,561
Building and improvements	15,271,052			15,226,566
Furniture, fixtures, equipment and leasehold improvements	2,894,991			2,849,502
Transportation	439,976			439,976
Construction in progress	1,296,225			1,150,349
	20,456,237			20,219,954
Less — accumulated depreciation and amortization	(5,103,763		)	(4,861,001		)
	$	15,352,474		$	15,358,953

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

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




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



	March 31, 2014		December 31, 2013
Four Seasons Macao (principally the Four Seasons Apartments)	$	403,908	$	394,404
The Parisian Macao	408,360		318,914
Sands Cotai Central	151,894		111,704
Other	332,063		325,327
	$	1,296,225	$	1,150,349

The ~~$316.0~~$332.1 million in other construction in progress as of ~~September 30, 2013,~~March 31, 2014, consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.

In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo"). Under the terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the ~~sale of The Shoppes at The Palazzo~~transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing ~~involvement.~~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 ~~$242.1~~$236.4 million (net of ~~$69.2~~$75.0 million of accumulated depreciation) as of ~~September 30, 2013,~~March 31, 2014, will continue to be recorded on the Company’s condensed consolidated balance sheet and will continue to be depreciated in the Company’s condensed consolidated income statement.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013, ~~and the three and nine months ended September 30, 2012,~~ the Company capitalized interest expense of ~~$0.9 million, $3.3 million, $9.9~~$1.7 million and ~~$44.3~~$1.8 million, respectively. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013, ~~and the three and nine months ended September 30, 2012,~~ the Company capitalized approximately ~~$5.9 million, $16.9 million, $4.8~~$7.9 million and ~~$13.2~~$5.7 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

In May 2012, the Company withdrew its appeal regarding the Company’s application not being approved by the Macao government for a land concession related to its Cotai Strip development (formerly referred to as parcels 7 and 8) and recorded an impairment loss

Table of $100.7 million during the nine months ended September 30, 2012, related to the capitalized construction costs of its development on parcels 7 and 8. The Company also recorded a one-time impairment loss of $42.9 million related to the termination of the ZAiA show at The Venetian Macao during the nine months ended September 30, 2012.

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

Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

NOTE 3 — LONG-TERM DEBT

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

   September 30,
2013 December 31,
2012
Corporate and U.S. Related:

Senior Secured Credit Facility — Term B
   $ 1,802,741    $ 1,816,477
Senior Secured Credit Facility — Delayed Draws I and II
   537,873    606,561
Senior Secured Credit Facility — Revolving
   450,000    400,000
Airplane Financings
   68,281    71,047
HVAC Equipment Lease
   18,524    19,714
Other
   2,766    3,689
Macao Related:

2011 VML Credit Facility
   3,208,923    3,209,839
Other
   8,319    7,313
Singapore Related:

2012 Singapore Credit Facility — Term
   3,666,189    3,767,141
2012 Singapore Credit Facility — Revolving
   —      327,578
Other
   —      708


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


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



	March 31, 2014			December 31, 2013
Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $10,848 and $11,250, respectively)	$	2,233,527		$	2,238,750
2013 U.S. Credit Facility — Revolving	1,090,000			590,000
Airplane Financings	66,437			67,359
HVAC Equipment Lease	17,750			18,140
Other	1,396			2,335
Macao Related:
2011 VML Credit Facility — Extended Term A	2,388,300			—
2011 VML Credit Facility — Term A	—			3,208,869
2011 VML Credit Facility — Extended Revolving	820,043			—
Other	7,401			7,910
Singapore Related:
2012 Singapore Credit Facility — Term	3,648,972			3,626,896
	10,273,826			9,760,259
Less — current maturities	(304,947		)	(377,507		)
Total long-term debt	$	9,968,879		$	9,382,752

2013 U.S. Credit Facility

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

~~Senior Secured Credit Facility~~

~~As of September 30, 2013,~~March 31, 2014, the Company had ~~$45.5~~$154.3 million of available borrowing capacity under the ~~Senior Secured~~2013 U.S. Credit Facility, net of outstanding letters of credit.

2011 VML Credit Facility

During March 2014, the Company amended its 2011 VML Credit Facility to, among other things, modify certain financial covenants, as discussed further below. In addition to the amendment, certain lenders extended the maturity of $2.39 billion in aggregate principal amount of the 2011 VML Term Facility to March 31, 2020 (the "Extended 2011 VML Term Facility"), and, together with new lenders, provided $2.0 billion in aggregate principal amount of revolving loan commitments (the "Extended 2011 VML Revolving Facility"). A portion of the revolving proceeds were used to pay down the $819.7 million in aggregate principal balance of the 2011 VML Term Facility loans that were not extended. The Company recorded an $18.0 million loss on modification or early retirement of debt during the quarter ended March 31, 2014, in connection with the pay down and extension. Borrowings under the Extended 2011 VML Revolving Facility will be used to fund the development, construction and completion of Sands Cotai Central and The Parisian Macao, and for working capital requirements and general corporate purposes. As of ~~September 30, 2013,~~March 31, 2014, the Company had ~~$500.0 million~~$1.18 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility.

Commencing with the quarterly period ending June 30, 2017, and at the end of each subsequent quarter through March 31, 2018, the 2011 VML Credit ~~Facility.~~

Facility, as amended, requires the borrower to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of March 31, 2014 (the “Restatement Date”). Commencing with the quarterly period ending on June 30, 2018, and at the end of each subsequent quarter through March 31, 2019, the borrower is required to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Restatement Date. For the quarterly periods ending on June 30 through December 31, 2019, the borrower is required to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 12.0% of the aggregate principal amount outstanding as of the Restatement Date. The remaining balance on the Extended 2011 VML Term Facility is due on the maturity date. The Extended 2011 VML Revolving Facility has no interim amortization payments and matures on March 31, 2020.

Borrowings for all loans, as amended, bear interest, at the Company's option, at either the adjusted Eurodollar rate or HIBOR rate plus a credit spread or an alternative base rate plus a credit spread, which credit spread in each case is determined based on the maximum leverage ratio as set forth in the credit facility agreement, as amended. The credit spread for the Extended 2011

12
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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

VML Term and Revolving Facilities ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. On the Restatement Date, the credit spread for the Extended 2011 VML Term and Revolving Facilities was 0.375% per annum for loans accruing interest at the base rate and 1.375% per annum for loans accruing interest at the adjusted Eurodollar or HIBOR rate.
Among other amendments, the consolidated capital expenditures covenant was removed and the maximum ratio of total indebtedness to Adjusted EBITDA was modified. The maximum leverage ratio, as amended, is 4.5x for the quarterly periods ending June 30, 2014 through September 30, 2015, decreases to 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity.

2012 Singapore Credit Facility

As of ~~September 30, 2013,~~March 31, 2014, the Company had ~~SGD 492.7~~492.9 million ~~(approximately $392.7~~Singapore dollars ("SGD," approximately $391.0 million at exchange rates in effect on ~~September 30, 2013)~~March 31, 2014) of available borrowing capacity under the 2012 Singapore Credit Facility, net of outstanding ~~banker’s guarantees.~~

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

letters of credit.

Cash Flows from Financing Activities

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

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


   $ 354,357    $ 3,625,516


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


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



	Three Months Ended March 31,
	2014			2013
Proceeds from 2011 VML Credit Facility	$	819,725		$	—
Proceeds from 2013 U.S. Credit Facility	500,000			—
	$	1,319,725		$	—

Repayments on 2011 VML Credit Facility	$	(819,680	)	$	—
Repayments on 2013 U.S. Credit Facility	(5,625		)	—
Repayments on 2012 Singapore Credit Facility	—			(325,979		)
Repayments on Senior Secured Credit Facility	—			(6,106		)
Repayments on Airplane Financings	(922		)	(922		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(1,836		)	(1,571		)
	$	(828,063	)	$	(334,578	)

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, was approximately ~~$9.68~~$10.10 billion and ~~$10.12~~$9.72 billion, respectively, compared to its carrying value of ~~$9.73~~$10.26 billion and ~~$10.20~~$9.74 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).

NOTE 4 — EQUITY AND EARNINGS PER SHARE

Common Stock

Dividends

On March 31, 2014, the Company paid a dividend of $0.50 per common share as part of a regular cash dividend program. During the three months ended March 31, 2014, the Company recorded $405.8 million as a distribution against retained earnings (of which $215.8 million related to the Principal Stockholder’s family and the remaining $190.0 million related to all other shareholders).

On March 29, ~~June 28 and September 27,~~ 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the ~~nine~~three months ended ~~September 30,~~March 31, 2013, the Company recorded ~~$866.4~~$288.7 million as a distribution against retained earnings (of which ~~$453.1~~$151.0 million related to the Principal Stockholder’s ~~family).~~

~~On March 30, June 29~~family and ~~September 28, 2012,~~ the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2012, the Company recorded $617.4 million as a distribution against retained earnings (of which $323.5remaining $137.7 million related to ~~the Principal Stockholder’s family)~~all other shareholders).

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

In ~~October 2013,~~April 2014, the Company’s Board of Directors declared a quarterly dividend of ~~$0.35~~$0.50 per common share (a total estimated to be approximately ~~$287~~$405 million) to be paid on ~~December 31, 2013,~~June 30, 2014, to shareholders of record on ~~December~~June 20, ~~2013.~~

2014.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, the Company repurchased ~~5,479,601~~10,023,353 shares of its common stock for ~~$346.3~~$810.0 million (including commissions) under this program. ~~All~~Subsequent to March 31, 2014, the Company repurchased 2,262,339 shares of its common stock for $175.0 million (including commissions) under this program.All share repurchases of the Company’s common stock have been recorded as treasury shares.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

~~Warrants~~

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

~~Other Equity Transactions~~

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

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

Noncontrolling Interests

On February ~~28 and June 21, 2013,~~26, 2014, SCL paid a dividend of ~~0.67~~0.87 Hong Kong dollars ~~(“HKD”~~("HKD") and ~~HKD 0.66 per share, respectively (a total of $1.38 billion), to SCL shareholders (of which the Company retained $970.2 million). On February 28 and June 22, 2012, SCL paid~~ a special dividend of HKD ~~0.58~~0.77 per share (a total of ~~$1.2~~$1.71 billion) to SCL shareholders (of which the Company retained ~~$844.4~~$1.20 billion). On February 28, 2013, SCL paid a dividend of HKD 0.67 (a total of $696.4 million) to SCL shareholders (of which the Company retained $489.1 million).

During the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ the Company distributed ~~$7.8~~$2.6 million and ~~$7.6~~$2.2 million, respectively, to certain of its noncontrolling interests.

Earnings Per Share

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

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








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








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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~



	Three Months Ended March 31,
	2014	2013
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)	814,766,709	823,367,441
Potential dilution from stock options, warrants and restricted stock and stock units	2,770,906	4,085,250
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)	817,537,615	827,452,691
Antidilutive stock options excluded from the calculation of diluted earnings per share	627,034	4,384,859

Accumulated Other Comprehensive Income

As of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, accumulated other comprehensive income consisted solely of foreign currency translation adjustments.

NOTE 5 — VARIABLE INTEREST ENTITIES

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

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, the Company’s joint ventures had total assets of ~~$105.5~~$87.7 million and ~~$94.5~~$103.9 million, respectively, and total liabilities of ~~$121.9~~$114.3 million and ~~$95.8~~$125.4 million, respectively.

NOTE 6 — INCOME TAXES

The Company’s major tax jurisdictions are the U.S., Macao and Singapore. In January 2013, the Internal Revenue Service (“IRS”) completed its examination of tax years 2005 through 2009. The Company decreased its unrecognized tax benefits by $9.3 million due to the conclusion of the IRS audit. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010, 2011 and ~~2011.~~2012. The Company is subject to examination for tax years after ~~2007~~2008 in Macao ~~and Singapore~~ and for tax years after 2009 in the U.S. and Singapore. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome, which would impact the provision for income taxes.

~~Since January 1, 2012, the~~

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

In October 2013, the Company received a ~~third~~ 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018. In February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013, that ~~provides~~provided for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on ~~September 30, 2013) as~~March 31, 2014) that was a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML”) shareholders on dividend distributions paid from VML gaming profits. The Company ~~will request~~has requested an ~~extension of the~~additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming ~~operations;~~operations. The Macao government responded to the Company’s request with a draft agreement that includes an annual payment of 42.4 million patacas (approximately $5.3 million at exchange rates in effect on March 31, 2014). The Company intends to finalize this agreement with the Macao government; however, there iscan be no assurance that the Company will receive the ~~extension.~~

~~In September 2013, the Company and the IRS entered into a Pre-Filing Agreement providing that the Macao special gaming tax (35%~~final requested agreement.

Table of ~~gross gaming revenue) qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. foreign tax credit.~~

Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

NOTE 7 — STOCK-BASED EMPLOYEE COMPENSATION

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

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2013    2012    2013    2012
Compensation expense:

Stock options
   $ 8,391       $ 9,137       $ 24,481       $ 27,182
Restricted stock and stock units
   4,903       8,264       15,321       23,086








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








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








LVSC 2004 Plan:

Stock options granted
   70       45       288       512








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








Restricted stock granted
   4       4       47       517








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








Restricted stock units granted
   89       20       123       333








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








SCL Equity Plan:

Stock options granted
   1,058       2,383       3,787       6,865








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








Restricted stock units granted
   —         —         1,000       —








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



	Three Months Ended March 31,
	2014		2013
Compensation expense:
Stock options	$	8,830	$	9,033
Restricted stock and stock units	7,272		5,584
	$	16,102	$	14,617
Compensation cost capitalized as part of property and equipment	$	990	$	272
LVSC 2004 Plan:
Stock options granted	55		58
Weighted average grant date fair value	$	33.08	$	31.71
Restricted stock granted	24		18
Weighted average grant date fair value	$	75.26	$	51.08
Restricted stock units granted	—		8
Weighted average grant date fair value	$	—	$	52.17
SCL Equity Plan:
Stock options granted	5,841		1,487
Weighted average grant date fair value	$	3.66	$	2.19
Restricted stock units granted	189		—
Weighted average grant date fair value	$	7.37	$	—

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

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2013 2012 2013 2012
LVSC 2004 Plan:

Weighted average volatility
   94.6 % 95.1 % 94.8 % 95.2 %
Expected term (in years)
   5.5    5.5    5.5    5.5
Risk-free rate
   1.4 % 0.9 % 1.3 % 1.1 %
Expected dividends
   2.4 % 2.4 % 2.5 % 1.8 %
SCL Equity Plan:

Weighted average volatility
   67.2 % 69.7 % 67.9 % 70.1 %
Expected term (in years)
   6.3    6.3    6.3    6.2
Risk-free rate
   1.3 % 0.3 % 0.6 % 0.5 %
Expected dividends
   2.8 % 4.1 % 3.3 % 4.1 %

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~



	Three Months Ended March 31,
	2014		2013
LVSC 2004 Plan:
Weighted average volatility	60.4	%	94.9	%
Expected term (in years)	5.5		5.5
Risk-free rate	1.7	%	1.0	%
Expected dividends	2.7	%	2.7	%
SCL Equity Plan:
Weighted average volatility	65.6	%	68.3	%
Expected term (in years)	6.3		6.3
Risk-free rate	1.3	%	0.4	%
Expected dividends	2.9	%	3.6	%

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

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active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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

      Fair Value Measurements Using:
   Total Carrying
Value    Quoted Market
Prices in Active
Markets (Level 1)    Significant Other
Observable
Inputs (Level 2)    Significant
Unobservable
Inputs (Level 3)
As of September 30, 2013

Cash equivalents⁽¹⁾
   $ 1,826,658       $ 1,826,658       $ —         $ —
Interest rate caps⁽²⁾
   $ 242       $ —         $ 242       $ —
As of December 31, 2012

Cash equivalents⁽¹⁾
   $ 1,377,330       $ 1,377,330       $ —         $ —
Interest rate caps⁽²⁾
   $ 218       $ —         $ 218       $ —



			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, 2014
Cash equivalents⁽¹⁾	$	1,879,704	$	1,879,704	$	—	$	—
Interest rate caps⁽²⁾	$	97	$	—	$	97	$	—
As of December 31, 2013
Cash equivalents⁽¹⁾	$	2,255,951	$	2,255,951	$	—	$	—
Interest rate caps⁽²⁾	$	159	$	—	$	159	$	—

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

~~(2)~~
(2)	As of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, the Company had 22 ~~and 30~~ interest rate cap agreements, ~~respectively,~~ with an aggregate fair value of approximately $0.1 million and $0.2 million respectively, based on quoted market values from the institutions holding the agreements.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Litigation

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

On October 15, 2004, Richard Suen and Round Square Company Limited (“RSC”) filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court of Clark County”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, ~~which may affect the outcome of the new trial,~~ including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court of Clark County granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of RSC in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court of Clark County requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court of Clark County denied the Company’s motion. On October 17, 2013, the Court entered an order granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. ~~The~~On December 6, 2013, the Company ~~intends to~~filed a notice of appeal of the jury verdict ~~and~~with the ~~award of~~Nevada Supreme Court. The Company's opening appellate brief with the ~~costs and fees.~~Supreme Court is due to be filed on May 14, 2014. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court of Clark County granted defendants motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court of Clark County ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28th Order by the District Court of Clark County until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court of Clark County scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18th Order. On June 28, 2013, the District Court of Clark County vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs (each of which have ~~now~~ been fully briefed to the Nevada Supreme ~~Court)~~Court as of the date of this filing). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court of Clark County’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court has taken both matters under advisement pending a decision. On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court of Clark County, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ. On March 3, 2014, the Nevada Supreme Court heard oral arguments on the April and June Writs. No decisions on those writs have yet been issued. On March 24, 2014, the order issued by the Nevada Supreme Court on February 27, 2014, granting the January writ in favor of the Company became effective. Mr. Jacobs is seeking unspecified ~~damages in this matter.~~damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

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

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

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

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

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

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

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

March 31, 2014.

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing Defendants’ Motion for Partial Reconsideration of the Court’s Order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiff filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants motions to dismiss. On December 13, 2013, the defendants filed their answer to the second amended complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to

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ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until a July 22, 2013, status hearing. On July 22, 2013, the Court extended the stay until December 2, ~~2013.~~2013, and then on December 2, 2013, extended it again until March 3, 2014. On March 3, 2014, the Judge extended the stay until a status hearing set for September 4, 2014. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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~~(UNAUDITED)~~

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the Judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the state court action in Kohanim described above. The judge also ordered the parties to file a joint status report with the court by September 10, 2014. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

On ~~March~~January 23, ~~2012, Ernest Kleinschmidt~~2014, W.A. Sokolowski filed a shareholder derivative action (the ~~“Kleinschmidt action”~~"Sokolowski action") on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court for the District of ~~Clark County~~Nevada against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Victor Chaltiel and Irwin A. Siegel, ~~Jeffrey H. Schwartz, Jason N. Ader, Charles D. Forman, Irwin Chafetz and George P. Koo, who are currently members~~each of whom was serving on the ~~Board~~Company’s board of ~~Directors, and Wing T. Chao, Andrew R. Heyer, James Purcell, Bradley H. Stone and William P. Weidner, who are~~directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former ~~members~~

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(UNAUDITED)

auditor. The complaint alleges, among other things, ~~breach of~~that the Directors breached their fiduciary duties ~~for disseminating false and misleading information, failure~~ to ~~maintain internal controls and failing to properly oversee and manage~~ the Company by attempting to conceal certain alleged misrepresentations and ~~unjust enrichment.~~wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other ~~relief,~~things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, ~~direction to LVSC to take unspecified actions to improve its corporate governance and internal procedures,~~including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On June 29, 2012, the defendants who had been served at that time including nominal defendant LVSC and defendants Michael A. Leven, Irwin A. Siegel, Jason N. Ader, Charles D. Forman, Irwin Chafetz, George P. Koo, James Purcell, Bradley H. Stone and William P. WeidnerThe Company filed a motion to ~~dismiss.~~dismiss on February 13, 2014. On ~~July 20 and July 25, 2012, defendants Jeffery H. Schwartz and Wing T. Chao, respectively, each~~February 28, 2014, defendant Hipwell filed ~~a substantially similar~~his motion to dismiss. On ~~October 10, 2012,~~March 12, 2014, the ~~case was transferred to business court within the District Court of Clark County. On October 12, 2012, the case was reassigned to a new judge. On January 14, 2013, the District Court of Clark County~~plaintiff filed its ~~order dismissing~~response to the ~~entire case~~Company’s motion to dismiss and on March 26, 2014, the Company filed its reply. On March 31, 2014, the plaintiff filed its response to Hipwell’s motion to dismiss and on April 10, 2014, Hipwell filed his reply. On April 1, 2014, the plaintiff filed a renewed motion for ~~failure to make a demand~~expedited discovery (the first motion was filed on January 24, 2014 and dismissed by the Board of Directors of LVSC with 5 of 6 claims dismissed with prejudice as being time barred under applicable statutes of limitations. The sixth claim for unjust enrichment was allowed to be re-filed, but only after demand on the Board of Directors of LVSC is made.Judge). The Company ~~received~~filed its response on April 18, 2014. This action is in a ~~letter from the plaintiffs lawyers dated February 9, 2013, making their demand on the Board of Directors of LVSC for the unjust enrichment claim~~preliminary stage and management has determined that the District Court of Clark County previously dismissed without prejudice. In addition, on February 19, 2013, the plaintiffs filed a notice of appeal with the Nevada Supreme Court appealing the dismissal of the case. Plaintiff’s opening brief in the Nevada Supreme Court was due on August 12, 2013, and the response briefs were due per the court’s calendar. On September 4, 2013, the appeal to the Nevada Supreme Court was dismissed. Basedbased on proceedings to date, ~~management~~it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On March 6, 2014, the Board of Directors of the Company received a shareholder demand letter from a purported shareholder named the John F. Scarpa Foundation ("Scarpa"). This demand recites substantially the same allegations as the complaint filed in the Sokolowski matter and was delivered to the Company by the same counsel representing Sokolowski. The Company responded, through its counsel, on March 26, 2014. Scarpa then delivered a revised demand letter to the Board of Directors on March 31, 2014. The Company responded, through its counsel, on April 8, 2014. This matter is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter, whether this matter will result in litigation or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and ~~Venetian Casino Resort, LLC (“VCR” and collectively,~~VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately ~~$375.6~~$375.4 million at exchange rates in effect on ~~September 30, 2013)~~March 31, 2014) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. On September 23, 2013, the three U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC’s claims against the three U.S. Defendants. On April 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the three U.S. Defendants. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the three U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the three U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. The Macao action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

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

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

The Company ~~has~~previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide

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written reports to the USAO regarding certain of its casino-related activities. The amount ~~has been~~was paid during the ~~quarter~~year ended ~~September 30,~~December 31, 2013, and the matter has been closed.

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the preliminary status of the investigations and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.

NOTE 10 — SEGMENT INFORMATION

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, some of which have been suspended, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao and the remaining phase ~~III~~ of Sands Cotai Central in Macao, and the Las Vegas Condo Tower (included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The ~~information for the nine months ended September 30, 2012, has been reclassified to conform to the current presentation. The~~ Company’s segment information as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ is as follows (in thousands):

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2013 2012 2013 2012
Net Revenues:

Macao:

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


   2,342,573    1,645,671    6,453,202    4,593,408
Marina Bay Sands
   774,199    625,548    2,308,553    2,168,979
United States:

Las Vegas Operating Properties
   375,041    364,426    1,132,312    1,076,342
Sands Bethlehem
   122,922    121,966    372,597    352,624


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


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



	Three Months Ended March 31,
	2014			2013
Net Revenues:
Macao:
The Venetian Macao	$	1,184,591		$	872,212
Sands Cotai Central	827,583			587,179
Four Seasons Macao	370,016			223,220
Sands Macao	313,961			310,273
Other Asia	35,161			33,873
	2,731,312			2,026,757
Marina Bay Sands	835,423			794,864
United States:
Las Vegas Operating Properties	382,658			411,541
Sands Bethlehem	117,183			122,916
	499,841			534,457
Intersegment eliminations	(56,192		)	(53,359		)
Total net revenues	$	4,010,384		$	3,302,719

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   Three Months Ended
September 30, Nine Months Ended
September 30,
   2013 2012 2013 2012
Adjusted Property EBITDA⁽¹⁾

Macao:

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


   785,515    485,786    2,067,106    1,359,487
Marina Bay Sands
   373,612    260,788    1,125,742    1,063,712
United States:

Las Vegas Operating Properties
   87,135    98,206    263,532    278,362
Sands Bethlehem
   29,553    32,118    92,988    86,537


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


Total adjusted property EBITDA
   1,275,815    876,898    3,549,368    2,788,098
Other Operating Costs and Expenses

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


Operating income
   914,826    534,095    2,522,170    1,639,377
Other Non-Operating Costs and Expenses

Interest income
   3,819    4,176    10,848    16,716
Interest expense, net of amounts capitalized
   (66,917 ) (62,292 ) (204,125 ) (191,497 )
Other income
   3,207    2,352    4,992    715
Loss on modification or early retirement of debt
   —      —      —      (19,234 )
Income tax expense
   (45,637 ) (33,351 ) (148,940 ) (135,607 )


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



	Three Months Ended March 31,
	2014			2013
Adjusted Property EBITDA⁽¹⁾
Macao:
The Venetian Macao	$	470,084		$	348,482
Sands Cotai Central	265,206			131,521
Four Seasons Macao	113,041			53,552
Sands Macao	91,438			96,602
Other Asia	(1,414		)	(3,589		)
	938,355			626,568
Marina Bay Sands	435,161			396,781
United States:
Las Vegas Operating Properties	79,652			113,428
Sands Bethlehem	26,531			29,856
	106,183			143,284
Total adjusted property EBITDA	1,479,699			1,166,633
Other Operating Costs and Expenses
Stock-based compensation	(7,607		)	(6,814		)
Corporate	(50,677		)	(56,272		)
Pre-opening	(4,300		)	(6,837		)
Development	(1,692		)	(5,351		)
Depreciation and amortization	(261,047		)	(252,557		)
Amortization of leasehold interests in land	(10,026		)	(10,167		)
Loss on disposal of assets	(525		)	(1,932		)
Operating income	1,143,825			826,703
Other Non-Operating Costs and Expenses
Interest income	5,803			3,793
Interest expense, net of amounts capitalized	(71,126		)	(68,832		)
Other expense	(4,657		)	(2,108		)
Loss on modification or early retirement of debt	(17,964		)	—
Income tax expense	(59,153		)	(55,582		)
Net income	$	996,728		$	703,974

~~(1)~~

(1)

Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, ~~legal settlement expense (see “— Note 9 — Commitments and Contingencies — Litigation”),~~ corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, ~~impairment loss,~~ loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.



	Three Months Ended March 31,
	2014		2013
Intersegment Revenues
Macao:
The Venetian Macao	$	1,127	$	1,074
Sands Cotai Central	69		89
Other Asia	9,866		9,254
	11,062		10,417
Marina Bay Sands	2,874		2,408
Las Vegas Operating Properties	42,256		40,534
Total intersegment revenues	$	56,192	$	53,359

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2013    2012    2013    2012
Intersegment Revenues

Macao:

The Venetian Macao
   $ 1,094       $ 1,177       $ 3,582       $ 3,249
Sands Cotai Central
   89       88       267       164
Other Asia
   5,270       8,954       24,131       23,166








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








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

   Nine Months Ended
September 30,
   2013    2012
Capital Expenditures

Corporate and Other
   $ 33,464       $ 49,321
Macao:

The Venetian Macao
   61,580       55,118
Sands Cotai Central
   176,330       700,442
Four Seasons Macao
   8,648       22,145
Sands Macao
   15,930       16,844
Other Asia
   386       953
The Parisian Macao
   133,697       10,922




   396,571       806,424
Marina Bay Sands
   122,931       98,382
United States:

Las Vegas Operating Properties
   40,824       90,340
Sands Bethlehem
   5,692       18,311




   46,516       108,651




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



	Three Months Ended March 31,
	2014		2013
Capital Expenditures
Corporate and Other	$	10,016	$	13,037
Macao:
The Venetian Macao	24,816		26,439
Sands Cotai Central	76,060		79,541
Four Seasons Macao	6,773		1,979
Sands Macao	6,784		4,611
Other Asia	300		46
The Parisian Macao	95,449		16,030
	210,182		128,646
Marina Bay Sands	12,690		36,128
United States:
Las Vegas Operating Properties	15,782		18,345
Sands Bethlehem	3,057		1,035
	18,839		19,380
Total capital expenditures	$	251,727	$	197,191



	March 31, 2014		December 31, 2013
Total Assets
Corporate and Other	$	1,277,636	$	630,673
Macao:
The Venetian Macao	3,310,029		4,367,533
Sands Cotai Central	4,558,684		4,669,358
Four Seasons Macao	1,218,563		1,273,654
Sands Macao	411,169		383,444
Other Asia	312,550		328,332
The Parisian Macao	464,835		376,014
Other Development Projects	171		169
	10,276,001		11,398,504
Marina Bay Sands	6,588,520		6,354,231
United States:
Las Vegas Operating Properties	3,653,056		3,653,127
Sands Bethlehem	679,388		687,729
	4,332,444		4,340,856
Total assets	$	22,474,601	$	22,724,264

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

   September 30,
2013    December 31,
2012
Total Assets

Corporate and Other
   $ 695,078       $ 586,788
Macao:

The Venetian Macao
   3,406,451       3,254,193
Sands Cotai Central
   4,959,618       4,791,560
Four Seasons Macao
   1,304,821       1,338,714
Sands Macao
   404,031       414,531
Other Asia
   350,495       345,522
The Parisian Macao
   284,718       118,975
Other Development Projects
   217       123




   10,710,351       10,263,618
Marina Bay Sands
   6,745,555       6,941,510
United States:

Las Vegas Operating Properties
   3,629,824       3,605,513
Sands Bethlehem
   704,287       766,223




   4,334,111       4,371,736




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

   September 30,
2013    December 31,
2012
Total Long-Lived Assets

Corporate and Other
   $ 405,813       $ 398,100
Macao:

The Venetian Macao
   1,920,083       1,968,415
Sands Cotai Central
   3,773,522       3,836,471
Four Seasons Macao
   943,248       971,732
Sands Macao
   277,657       285,344
Other Asia
   191,700       202,392
The Parisian Macao
   284,665       118,912




   7,390,875       7,383,266
Marina Bay Sands
   5,382,629       5,657,351
United States:

Las Vegas Operating Properties
   3,073,986       3,179,426
Sands Bethlehem
   586,602       607,346




   3,660,588       3,786,772




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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~



	March 31, 2014		December 31, 2013
Total Long-Lived Assets
Corporate and Other	$	390,855	$	388,448
Macao:
The Venetian Macao	1,903,282		1,925,040
Sands Cotai Central	3,758,903		3,772,095
Four Seasons Macao	928,573		928,396
Sands Macao	279,086		279,395
Other Asia	186,865		189,136
The Parisian Macao	464,824		376,014
	7,521,533		7,470,076
Marina Bay Sands	5,247,516		5,277,126
United States:
Las Vegas Operating Properties	3,044,502		3,073,793
Sands Bethlehem	572,464		578,329
	3,616,966		3,652,122
Total long-lived assets	$	16,776,870	$	16,787,772

NOTE 11 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

LVSLLC, as the issuer and primary obligor of the 2013 U.S. Credit Facility, VCR, ~~Mall Intermediate Holding Company, LLC, Venetian Transport, LLC,~~ Venetian Marketing, Inc., ~~Lido Intermediate Holding Company, LLC, Lido Casino Resort Holding Company, LLC,~~ Sands Expo & Convention Center, Inc. ~~(formerly Interface Group-Nevada, Inc.), Palazzo Condo Tower, LLC,~~and Sands Pennsylvania, Inc.~~, Phase II Mall Holding, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC~~ (collectively, the “Restricted Subsidiaries”), are all guarantors under the ~~Senior Secured~~2013 U.S. Credit Facility. In March 2013, Phase II Mall Holding, LLC was merged into Lido Casino Resort Holding Company, LLC, which was then merged into Lido Intermediate Holding Company, LLC, which was then merged into VCR. Mall Intermediate Holding Company, LLC was also merged into VCR in March 2013 and Venetian Transport, LLC was merged into LVSLLC in May 2013. The noncontrolling interest ~~amount~~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 (a subsidiary of VCR) was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain potential future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of ~~$26.4~~$32.2 million (consisting of ~~$242.1~~$236.4 million of property and equipment, offset by ~~$268.5~~$268.6 million of liabilities consisting primarily of deferred proceeds from the sale) and ~~$17.3~~$29.3 million (consisting of ~~$250.8~~$239.3 million of property and equipment, offset by ~~$268.1~~$268.6 million of liabilities consisting primarily of deferred proceeds from the sale) as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, respectively, and a net loss (consisting primarily of depreciation expense) of ~~$3.2~~$3.1 million and ~~$9.6~~$3.2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013, ~~respectively, and $3.8 million and $11.3 million for the three and nine months ended September 30, 2012,~~ respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the ~~Senior Secured~~2013 U.S. Credit Facility.

In connection with the refinancing of the prior U.S. senior secured credit facility, there has been a change in the group of subsidiaries that are the Restricted Subsidiaries, to exclude Palazzo Condo Tower, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC. Accordingly, the Company has reclassified the prior periods to conform to the current presentation of the Restricted Subsidiaries.

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

The following condensed consolidating financial information of LVSC, a non-guarantor parent; the Restricted Subsidiaries, including LVSLLC as the issuer; and the non-restricted subsidiaries on a combined basis as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013, is being presented in order to meet the reporting requirements under the 2013 U.S. Credit Facility, and ~~2012,~~ is ~~as follows~~not intended to comply with SEC Regulation S-X 3-10 (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

~~September 30, 2013~~

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








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








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








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








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








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








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








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








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

March 31, 2014



	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	204,176	$	316,516	$	2,782,710	$	—		$	3,303,402
Restricted cash and cash equivalents	—		—		5,888		—			5,888
Intercompany receivables	300,068		255,014		—		(555,082		)	—
Intercompany notes receivable	—		—		251,537		(251,537		)	—
Accounts receivable, net	1,314		306,168		1,473,608		—			1,781,090
Inventories	4,136		12,180		25,069		—			41,385
Deferred income taxes, net	7,447		30,378		—		(37,825		)	—
Prepaid expenses and other	25,569		15,054		72,301		(2,577		)	110,347
Total current assets	542,710		935,310		4,611,113		(847,021		)	5,242,112
Property and equipment, net	159,751		3,028,254		12,164,469		—			15,352,474
Investments in subsidiaries	7,056,474		6,042,266		—		(13,098,740		)	—
Deferred financing costs, net	166		29,341		186,586		—			216,093
Intercompany receivables	243		38,763		—		(39,006		)	—
Intercompany notes receivable	—		1,122,078		—		(1,122,078		)	—
Deferred income taxes, net	—		—		98,588		(76,934		)	21,654
Leasehold interests in land, net	—		—		1,424,396		—			1,424,396
Intangible assets, net	690		—		97,832		—			98,522
Other assets, net	265		23,145		95,940		—			119,350
Total assets	$	7,760,299	$	11,219,157	$	18,678,924	$	(15,183,779	)	$	22,474,601
Accounts payable	$	12,103	$	37,337	$	82,274	$	—		$	131,714
Construction payables	3,461		5,909		208,482		—			217,852
Intercompany payables	—		303,845		251,237		(555,082		)	—
Intercompany notes payable	251,537		—		—		(251,537		)	—
Accrued interest payable	74		987		422		—			1,483
Other accrued liabilities	103,940		233,391		1,714,479		—			2,051,810
Deferred income taxes	—		—		54,797		(37,825		)	16,972
Income taxes payable	—		20		237,034		(2,577		)	234,477
Current maturities of long-term debt	3,688		24,850		276,409		—			304,947
Total current liabilities	374,803		606,339		2,825,134		(847,021		)	2,959,255
Other long-term liabilities	3,042		10,147		104,715		—			117,904
Intercompany payables	—		—		39,006		(39,006		)	—
Intercompany notes payable	—		—		1,122,078		(1,122,078		)	—
Deferred income taxes	32,897		44,037		170,833		(76,934		)	170,833
Deferred amounts related to mall sale transactions	—		424,717		—		—			424,717
Long-term debt	62,749		3,317,489		6,588,641		—			9,968,879
Total liabilities	473,491		4,402,729		10,850,407		(2,085,039		)	13,641,588
Total Las Vegas Sands Corp. stockholders’ equity	7,286,808		6,816,023		6,282,717		(13,098,740		)	7,286,808
Noncontrolling interests	—		405		1,545,800		—			1,546,205
Total equity	7,286,808		6,816,428		7,828,517		(13,098,740		)	8,833,013
Total liabilities and equity	$	7,760,299	$	11,219,157	$	18,678,924	$	(15,183,779	)	$	22,474,601

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, ~~2012~~

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








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








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








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








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








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








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








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








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

2013



	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	50,180	$	315,489	$	3,234,745	$	—		$	3,600,414
Restricted cash and cash equivalents	—		—		6,839		—			6,839
Intercompany receivables	271,993		236,259		—		(508,252		)	—
Intercompany notes receivable	—		—		251,537		(251,537		)	—
Accounts receivable, net	11,815		295,333		1,454,962		—			1,762,110
Inventories	3,895		12,609		25,442		—			41,946
Deferred income taxes, net	7,509		37,233		—		(44,742		)	—
Prepaid expenses and other	21,311		11,592		71,327		—			104,230
Total current assets	366,703		908,515		5,044,852		(804,531		)	5,515,539
Property and equipment, net	155,806		3,056,678		12,146,469		—			15,358,953
Investments in subsidiaries	7,568,252		6,112,507		—		(13,680,759		)	—
Deferred financing costs, net	181		30,737		155,046		—			185,964
Intercompany receivables	483		38,931		—		(39,414		)	—
Intercompany notes receivable	—		1,081,710		—		(1,081,710		)	—
Deferred income taxes, net	—		—		—		13,821			13,821
Leasehold interests in land, net	—		—		1,428,819		—			1,428,819
Intangible assets, net	690		—		101,391		—			102,081
Other assets, net	264		22,288		96,535		—			119,087
Total assets	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264
Accounts payable	$	8,381	$	25,679	$	85,134	$	—		$	119,194
Construction payables	2,161		3,226		236,173		—			241,560
Intercompany payables	—		278,309		229,943		(508,252		)	—
Intercompany notes payable	251,537		—		—		(251,537		)	—
Accrued interest payable	77		224		6,250		—			6,551
Other accrued liabilities	54,071		224,759		1,916,036		—			2,194,866
Deferred income taxes	—		—		58,051		(44,742		)	13,309
Income taxes payable	—		17		176,661		—			176,678
Current maturities of long-term debt	3,688		24,892		348,927		—			377,507
Total current liabilities	319,915		557,106		3,057,175		(804,531		)	3,129,665
Other long-term liabilities	3,775		10,175		98,245		—			112,195
Intercompany payables	—		—		39,414		(39,414		)	—
Intercompany notes payable	—		—		1,081,710		(1,081,710		)	—
Deferred income taxes	39,523		54,668		65,199		13,821			173,211
Deferred amounts related to mall sale transactions	—		425,912		—		—			425,912
Long-term debt	63,672		2,823,269		6,495,811		—			9,382,752
Total liabilities	426,885		3,871,130		10,837,554		(1,911,834		)	13,223,735
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494		7,379,831		6,300,928		(13,680,759		)	7,665,494
Noncontrolling interests	—		405		1,834,630		—			1,835,035
Total equity	7,665,494		7,380,236		8,135,558		(13,680,759		)	9,500,529
Total liabilities and equity	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended ~~September 30, 2013~~

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

Casino
   $ —      $ 168,131    $ 2,816,407    $ —      $ 2,984,538
Rooms
   —      110,934    238,067    —      349,001
Food and beverage
   —      40,267    133,993    —      174,260
Mall
   —      —      128,068    —      128,068
Convention, retail and other
   —      69,798    95,187    (41,726 ) 123,259


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


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


Operating expenses:

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


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


Operating income (loss)
   (46,119 ) 25,459    935,486    —      914,826
Other income (expense):

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


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


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


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

March 31, 2014



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	109,790		$	3,262,275		$	—		$	3,372,065
Rooms	—			135,713			264,509			—			400,222
Food and beverage	—			59,537			143,250			—			202,787
Mall	—			—			109,031			—			109,031
Convention, retail and other	—			88,410			96,442			(47,476		)	137,376
	—			393,450			3,875,507			(47,476		)	4,221,481
Less — promotional allowances	(393		)	(21,804		)	(188,301		)	(599		)	(211,097		)
Net revenues	(393		)	371,646			3,687,206			(48,075		)	4,010,384
Operating expenses:
Casino	—			72,219			1,796,239			(846		)	1,867,612
Rooms	—			36,020			28,243			—			64,263
Food and beverage	—			28,227			73,019			(1,077		)	100,169
Mall	—			—			17,363			—			17,363
Convention, retail and other	—			31,154			67,280			(7,966		)	90,468
Provision for doubtful accounts	—			6,604			55,314			—			61,918
General and administrative	—			82,025			254,733			(259		)	336,499
Corporate	46,935			229			41,436			(37,923		)	50,677
Pre-opening	—			97			4,203			—			4,300
Development	1,637			—			59			(4		)	1,692
Depreciation and amortization	7,371			46,508			207,168			—			261,047
Amortization of leasehold interests in land	—			—			10,026			—			10,026
(Gain) loss on disposal of assets	—			(285		)	810			—			525
	55,943			302,798			2,555,893			(48,075		)	2,866,559
Operating income (loss)	(56,336		)	68,848			1,131,313			—			1,143,825
Other income (expense):
Interest income	25			41,456			7,017			(42,695		)	5,803
Interest expense, net of amounts capitalized	(1,562		)	(28,475		)	(83,784		)	42,695			(71,126		)
Other expense	—			(1,394		)	(3,263		)	—			(4,657		)
Loss on modification or early retirement of debt	—			—			(17,964		)	—			(17,964		)
Income from equity investments in subsidiaries	800,845			703,613			—			(1,504,458		)	—
Income before income taxes	742,972			784,048			1,033,319			(1,504,458		)	1,055,881
Income tax benefit (expense)	33,213			(19,174		)	(73,192		)	—			(59,153		)
Net income	776,185			764,874			960,127			(1,504,458		)	996,728
Net income attributable to noncontrolling interests	—			(597		)	(219,946		)	—			(220,543		)
Net income attributable to Las Vegas Sands Corp.	$	776,185		$	764,277		$	740,181		$	(1,504,458	)	$	776,185

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended ~~September 30, 2012~~

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

Casino
   $ —   $ 171,472    $ 2,029,558    $ —   $ 2,201,030
Rooms
   —   105,695    182,154    —   287,849
Food and beverage
   —   31,157    111,528    —   142,685
Mall
   —   —   103,232    —   103,232
Convention, retail and other
   —   69,094    88,212    (40,177 ) 117,129


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


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


Operating expenses:

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


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


Operating income (loss)
   (61,922 ) 74,324    521,693    —   534,095
Other income (expense):

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


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


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


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

March 31, 2013



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	159,897		$	2,576,157		$	—		$	2,736,054
Rooms	—			121,114			203,902			—			325,016
Food and beverage	—			54,821			130,508			—			185,329
Mall	—			—			85,461			—			85,461
Convention, retail and other	—			86,436			84,042			(44,417		)	126,061
	—			422,268			3,080,070			(44,417		)	3,457,921
Less — promotional allowances	(272		)	(22,230		)	(132,204		)	(496		)	(155,202		)
Net revenues	(272		)	400,038			2,947,866			(44,913		)	3,302,719
Operating expenses:
Casino	—			79,583			1,447,526			(830		)	1,526,279
Rooms	—			39,151			29,539			—			68,690
Food and beverage	—			24,031			73,766			(1,066		)	96,731
Mall	—			—			17,258			—			17,258
Convention, retail and other	—			31,290			53,267			(5,708		)	78,849
Provision for doubtful accounts	—			9,578			55,101			—			64,679
General and administrative	—			68,809			221,822			(217		)	290,414
Corporate	46,740			116			46,501			(37,085		)	56,272
Pre-opening	—			115			6,723			(1		)	6,837
Development	4,971			—			386			(6		)	5,351
Depreciation and amortization	6,154			46,355			200,048			—			252,557
Amortization of leasehold interests in land	—			—			10,167			—			10,167
Loss on disposal of assets	—			563			1,369			—			1,932
	57,865			299,591			2,163,473			(44,913		)	2,476,016
Operating income (loss)	(58,137		)	100,447			784,393			—			826,703
Other income (expense):
Interest income	1,063			47,536			3,898			(48,704		)	3,793
Interest expense, net of amounts capitalized	(1,378		)	(22,744		)	(93,414		)	48,704			(68,832		)
Other expense	—			(1,984		)	(124		)	—			(2,108		)
Income from equity investments in subsidiaries	601,261			480,113			—			(1,081,374		)	—
Income before income taxes	542,809			603,368			694,753			(1,081,374		)	759,556
Income tax benefit (expense)	29,152			(38,522		)	(46,212		)	—			(55,582		)
Net income	571,961			564,846			648,541			(1,081,374		)	703,974
Net income attributable to noncontrolling interests	—			(479		)	(131,534		)	—			(132,013		)
Net income attributable to Las Vegas Sands Corp.	$	571,961		$	564,367		$	517,007		$	(1,081,374	)	$	571,961

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF ~~OPERATIONS~~

COMPREHENSIVE INCOME

For the ~~Nine~~Three Months Ended ~~September~~ March 31, 2014



	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	776,185	$	764,874		$	960,127		$	(1,504,458	)	$	996,728
Currency translation adjustment, before and after tax	10,848		8,883			10,223			(19,731		)	10,223
Total comprehensive income	787,033		773,757			970,350			(1,524,189		)	1,006,951
Comprehensive income attributable to noncontrolling interests	—		(597		)	(219,321		)	—			(219,918		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	787,033	$	773,160		$	751,029		$	(1,524,189	)	$	787,033

30 ~~2013~~

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

Casino
   $ —      $ 433,095    $ 7,961,626    $ —      $ 8,394,721
Rooms
   —      352,615    646,031    —      998,646
Food and beverage
   —      146,611    387,750    —      534,361
Mall
   —      —      321,522    —      321,522
Convention, retail and other
   —      233,063    268,880    (129,573 ) 372,370


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


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


Operating expenses:

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


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


Operating income (loss)
   (158,102 ) 175,944    2,504,328    —      2,522,170
Other income (expense):

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


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


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


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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF ~~OPERATIONS~~

COMPREHENSIVE INCOME

For the ~~Nine~~Three Months Ended ~~September 30, 2012~~

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

Casino
   $ —   $ 424,764    $ 6,110,183    $ —   $ 6,534,947
Rooms
   —   331,931    498,956    —   830,887
Food and beverage
   —   133,056    322,828    —   455,884
Mall
   —   —   268,390    —   268,390
Convention, retail and other
   —   218,361    262,296    (116,977 ) 363,680


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


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


Operating expenses:

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


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


Operating income (loss)
   (177,367 ) 199,019    1,617,725    —   1,639,377
Other income (expense):

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


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


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


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

March 31, 2013



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	571,961		$	564,846		$	648,541		$	(1,081,374	)	$	703,974
Currency translation adjustment, before and after tax	(45,776		)	(51,828		)	(48,456		)	97,604			(48,456		)
Total comprehensive income	526,185			513,018			600,085			(983,770		)	655,518
Comprehensive income attributable to noncontrolling interests	—			(479		)	(128,854		)	—			(129,333		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	526,185		$	512,539		$	471,231		$	(983,770	)	$	526,185

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF ~~COMPREHENSIVE INCOME~~

CASH FLOWS

For the Three Months Ended ~~September 30, 2013~~

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

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

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

March 31, 2014



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	1,271,347		$	836,198		$	1,113,983		$	(2,088,901	)	$	1,132,627
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			—			948			—			948
Capital expenditures	(10,016		)	(15,618		)	(226,093		)	—			(251,727		)
Proceeds from disposal of property and equipment	—			502			39			—			541
Dividends received from non-restricted subsidiaries	—			625,300			—			(625,300		)	—
Repayments of receivable from non-restricted subsidiaries	—			287			—			(287		)	—
Capital contributions to subsidiaries	—			(607,300		)	—			607,300			—
Net cash generated from (used in) investing activities	(10,016		)	3,171			(225,106		)	(18,287		)	(250,238		)
Cash flows from financing activities:
Proceeds from exercise of stock options	29,519			—			2,596			—			32,115
Excess tax benefit from stock option exercises	4,112			—			—			—			4,112
Repurchase of common stock	(734,363		)	—			—			—			(734,363		)
Dividends paid	(405,681		)	—			(509,391		)	—			(915,072		)
Distributions to noncontrolling interests	—			(597		)	(1,982		)	—			(2,579		)
Dividends paid to Las Vegas Sands Corp.	—			(1,331,520		)	—			1,331,520			—
Dividends paid to Restricted Subsidiaries	—			—			(1,382,681		)	1,382,681			—
Capital contributions received	—			—			607,300			(607,300		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(287		)	287			—
Proceeds from 2011 VML credit facility	—			—			819,725			—			819,725
Proceeds from 2013 U.S. credit facility	—			500,000			—			—			500,000
Repayments on 2011 VML credit facility	—			—			(819,680		)	—			(819,680		)
Repayments on 2013 U.S. credit facility	—			(5,625		)	—			—			(5,625		)
Repayments on airplane financings	(922		)	—			—			—			(922		)
Repayments on HVAC equipment lease and other long-term debt	—			(600		)	(1,236		)	—			(1,836		)
Payments of deferred financing costs	—			—			(57,255		)	—			(57,255		)
Net cash used in financing activities	(1,107,335		)	(838,342		)	(1,342,891		)	2,107,188			(1,181,380		)
Effect of exchange rate on cash	—			—			1,979			—			1,979
Increase (decrease) in cash and cash equivalents	153,996			1,027			(452,035		)	—			(297,012		)
Cash and cash equivalents at beginning of period	50,180			315,489			3,234,745			—			3,600,414
Cash and cash equivalents at end of period	$	204,176		$	316,516		$	2,782,710		$	—		$	3,303,402

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF ~~COMPREHENSIVE INCOME~~

CASH FLOWS

For the Three Months Ended ~~September 30, 2012~~

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

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

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

March 31, 2013



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries				Total
Net cash generated from operating activities	$	388,794		$	54,831		$	863,128		$	(421,235	)		$	885,518
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			1			(295		)	—				(294		)
Capital expenditures	(8,266		)	(18,115		)	(170,810		)	—				(197,191		)
Proceeds from disposal of property and equipment	—			16			410			—				426
Dividends received from non-restricted subsidiaries	—			408,000			—			(408,000		)		—
Repayments of receivable from non-restricted subsidiaries	—			488,983			—			(488,983		)		—
Capital contributions to subsidiaries	—			(400,000		)	—			400,000				—
Net cash generated from (used in) investing activities	(8,266		)	478,885			(170,695		)	(496,983		)		(197,059		)
Cash flows from financing activities:
Proceeds from exercise of stock options	10,399			—			1,556			—				11,955
Excess tax benefit from stock option exercises	1,525			—			—			—				1,525
Dividends paid	(288,554		)	—			(207,266		)	—				(495,820		)
Distributions to noncontrolling interests	—			(479		)	(1,695		)	—				(2,174		)
Dividends paid to Las Vegas Sands Corp.	—			(421,235		)	—			421,235				—
Dividends paid to Restricted Subsidiaries	—			—			(408,000		)	408,000				—
Capital contributions received	—			—			400,000			(400,000		)		—
Repayments on borrowings from Restricted Subsidiaries	—			—			(488,983		)	488,983				—
Repayments on 2012 Singapore credit facility	—			—			(325,979		)	—				(325,979		)
Repayments on senior secured credit facility	—			(6,106		)	—			—				(6,106		)
Repayments on airplane financings	(922		)	—			—			—				(922		)
Repayments on HVAC equipment lease and other long-term debt	—			(575		)	(996		)	—			��	(1,571		)
Net cash used in financing activities	(277,552		)	(428,395		)	(1,031,363		)	918,218				(819,092		)
Effect of exchange rate on cash	—			—			(2,385		)	—				(2,385		)
Increase (decrease) in cash and cash equivalents	102,976			105,321			(341,315		)	—				(133,018		)
Cash and cash equivalents at beginning of period	7,962			182,402			2,322,402			—				2,512,766
Cash and cash equivalents at end of period	$	110,938		$	287,723		$	1,981,087		$	—			$	2,379,748

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

~~(UNAUDITED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

~~For the Nine Months Ended September 30, 2013~~

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

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

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

~~For the Nine Months Ended September 30, 2012~~

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

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

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~For the Nine Months Ended September 30, 2013~~

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

Cash flows from investing activities:

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

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

Cash flows from financing activities:

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

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

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

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

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

~~(UNAUDITED)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~For the Nine Months Ended September 30, 2012~~

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

Cash flows from investing activities:

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

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

Cash flows from financing activities:

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

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

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

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

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

~~LAS VEGAS SANDS CORP. AND SUBSIDIARIES~~

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

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

Operations

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

Macao

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

subconcession agreement, which expires in June 2022.

We own and operate The Venetian Macao, which anchors the Cotai Strip, our master-planned development of integrated resort properties on an area of approximately 140 acres in Macao (consisting of parcels referred to as 1, 2, 3 and 5 and 6). The Venetian Macao (located on parcel 1) includes a 39-floor luxury hotel with over 2,900 suites; approximately ~~374,000~~385,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately ~~1.0 million~~923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately ~~85.7%~~87.5% and ~~83.4%~~86.3% of the gross revenue at The Venetian Macao for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources.

~~In April and September 2012 and January 2013, we opened phases I, IIA and IIB, respectively, of our~~

We own the Sands Cotai Central ~~integrated resort~~ (located on parcels 5 and 6), ~~which is~~an integrated resort situated across the street from The Venetian Macao and Four Seasons ~~Macao. Phase I consists of a~~Macao (which is further described below). In April 2012, we opened the first hotel tower on parcel 5, ~~which includes~~consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn ~~brand; more than~~brand. We also opened approximately 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming ~~areas. Phase IIA includes~~areas, all of which are operated by us. In September 2012, we opened the first hotel tower on parcel 6, ~~which features~~consisting of approximately 1,800 rooms and suites ~~managed by Starwood Asia Pacific Hotels and Resorts Pte Ltd. and Sheraton Overseas Management Co. (collectively “Starwood”)~~ under the Sheraton brand, ~~along with~~and opened the second casino and additional retail, entertainment, dining and meeting ~~facilities. Phase IIB consists of~~facilities, which are operated by us. In January 2013, the second hotel tower on parcel 6 ~~and features~~opened, featuring approximately 2,100 rooms and suites ~~managed by Starwood~~ under the Sheraton brand. ~~With~~We have begun construction activities on the ~~completion~~remaining phase of ~~phases I~~the project, which will include a fourth hotel and IImixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $700 million. Upon completion of the project, the integrated resort ~~features~~will feature approximately ~~300,000~~350,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in ~~2014)~~early 2015). We have commenced pre-construction activities on phase III of the project, which is expected to include a fourth hotel and mixed-use tower, located on parcel 5, to be managed by Starwood under the St. Regis brand and the total cost to complete is expected to be in excess of $450 million. As of ~~September 30, 2013,~~March 31, 2014, we have capitalized costs of ~~$4.09~~$4.20 billion for the entire project, including the land premium (net of amortization) and ~~$129.5~~$68.3 million in outstanding construction payables. Approximately ~~86.1%~~85.4% and ~~88.0%~~86.7% of the gross revenue at Sands Cotai Central for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.

We own the Four Seasons Macao (located on parcel 2), which is adjacent and connected to The Venetian Macao. The Four Seasons Macao is an integrated resort that includes 360 rooms and suites ~~managed and operated by~~under the Four Seasons ~~Hotels Inc.,~~brand and features 19 Paiza mansions; approximately ~~108,000~~113,000 square feet of gaming space; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities

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operated by us. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. We have completed the structural work of the tower and are advancing our plans to monetize units within the Four Seasons Apartments. Approximately ~~85.8%~~88.3% and ~~87.3%~~88.1% of the gross revenue at the Four Seasons Macao for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from gaming activities, with the remainder derived primarily from mall, room and food and beverage operations.

We own and operate the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao includes approximately ~~249,000~~260,000 square feet of gaming space; a 289-suite hotel tower; several restaurants; VIP facilities; a theater and other high-end services and amenities. Approximately ~~94.2%~~93.9% and ~~94.6%~~94.2% of the gross revenue at the Sands Macao for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage operations.

Singapore

We own and operate the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. In April 2013, we paid 57.0 million Singapore dollars (“SGD,” approximately $45.4 million at exchange rates in effect on September 30, 2013) to the Casino Regulatory Authority in Singapore as part of the process to renew our gaming license, which now expires in April 2016. Approximately ~~75.9%~~76.6% and ~~75.1%~~76.5% of the gross revenue at the Marina Bay Sands for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.

United States

Las Vegas

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

Net.”

Approximately ~~63.9%~~72.9% and ~~62.8%~~63.2% of gross revenue at our Las Vegas Operating Properties for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from room, food and beverage and other non-gaming sources, with the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business.

Pennsylvania

We own and operate the Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem ~~currently~~ features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event ~~center, which opened in May 2012.~~center. We own 86% of the economic interest in the gaming, hotel and entertainment portion of the property through our ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through our ownership interest in Sands Bethworks Retail LLC. Approximately ~~88.5%~~88.6% and ~~88.7%~~88.9% of the gross revenue at Sands Bethlehem for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012,~~ respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage operations.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions

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that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our ~~2012~~2013 Annual Report on Form 10-K filed on ~~March 1, 2013.~~

February 28, 2014.

There were no newly identified significant accounting estimates during the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, nor were there any material changes to the critical accounting policies and estimates discussed in our ~~2012~~2013 Annual Report.

Recent Accounting Pronouncements

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

Summary Financial Results

The following table summarizes our results of operations:

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

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



	Three Months Ended March 31,
	2014		2013		Percent Change
	(Dollars in thousands)
Net revenues	$	4,010,384	$	3,302,719	21.4	%
Operating expenses	2,866,559		2,476,016		15.8	%
Operating income	1,143,825		826,703		38.4	%
Income before income taxes	1,055,881		759,556		39.0	%
Net income	996,728		703,974		41.6	%
Net income attributable to Las Vegas Sands Corp.	776,185		571,961		35.7	%



	Percent of Net Revenues
	Three Months Ended March 31,
	2014		2013
Operating expenses	71.5	%	75.0	%
Operating income	28.5	%	25.0	%
Income before income taxes	26.3	%	23.0	%
Net income	24.9	%	21.3	%
Net income attributable to Las Vegas Sands Corp.	19.4	%	17.3	%

Operating Results

Key Operating Revenue Measurements

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

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

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

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We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games, our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0% and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of ~~28.0%~~25.7%, ~~22.1%~~22.8%, ~~33.0%~~25.7%, ~~20.7%~~19.0% and ~~23.6%~~23.7% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of ~~5.6%~~5.4%, 3.8%, 5.3%, 3.9%~~, 5.5%, 4.0%~~ and 5.1% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, ~~28.8%~~24.1% and ~~29.1%~~29.4%, respectively, of our table games play was conducted on a credit basis for the ~~nine~~three months ended ~~September 30, 2013.~~

March 31, 2014.

Casino revenue measurements for the U.S.:The volume measurements in the U.S. are table games drop and slot handle, as previously described. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of ~~20%~~22% to ~~22% at our Las Vegas Operating Properties~~30% for Baccarat and 14% to ~~16%~~18% for non-Baccarat. Table games at Sands ~~Bethlehem.~~Bethlehem have produced a trailing 12-month win percentage of 16.2%. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of ~~8.8%~~8.6% and ~~7.1%~~7.0% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month hold percentage. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately ~~72.5%~~71.1% of our table games play at our Las Vegas Operating Properties, for ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, was conducted on a credit basis, while our table games play at Sands Bethlehem is primarily conducted on a cash basis.

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

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

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Three Months Ended ~~September 30, 2013~~March 31, 2014 Compared to the Three Months Ended ~~September 30, 2012~~

March 31, 2013

Operating Revenues

Our net revenues consisted of the following:

   Three Months Ended September 30,
   2013 2012 Percent
Change
   (Dollars in thousands)
Casino
   $ 2,984,538    $ 2,201,030    35.6 %
Rooms
   349,001    287,849    21.2 %
Food and beverage
   174,260    142,685    22.1 %
Mall
   128,068    103,232    24.1 %
Convention, retail and other
   123,259    117,129    5.2 %


   3,759,126    2,851,925    31.8 %
Less — promotional allowances
   (190,586 ) (142,443 ) (33.8 )%


Total net revenues
   $ 3,568,540    $ 2,709,482    31.7 %



	Three Months Ended March 31,
	2014			2013			Percent Change
	(Dollars in thousands)
Casino	$	3,372,065		$	2,736,054		23.2	%
Rooms	400,222			325,016			23.1	%
Food and beverage	202,787			185,329			9.4	%
Mall	109,031			85,461			27.6	%
Convention, retail and other	137,376			126,061			9.0	%
	4,221,481			3,457,921			22.1	%
Less — promotional allowances	(211,097		)	(155,202		)	(36.0	)%
Total net revenues	$	4,010,384		$	3,302,719		21.4	%

Consolidated net revenues were ~~$3.57~~$4.01 billion for the three months ended ~~September 30, 2013,~~March 31, 2014, an increase of ~~$859.1~~$707.7 million compared to ~~$2.71~~$3.30 billion for the three months ended ~~September 30, 2012.~~March 31, 2013. The increase in net revenues was driven by an increase of ~~$440.7~~$703.3 million at ~~Sands Cotai Central due to its progressive opening that commenced in April 2012, and increases of $162.5 million and $148.7 million at The Venetian~~our Macao ~~and Marina Bay Sands, respectively,~~operating properties, primarily due to increased casino revenues.

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Casino revenues increased ~~$783.5~~$636.0 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. The increase is attributable to ~~an increase~~increases of ~~$388.8~~$297.1 million at The Venetian Macao and $216.5 million at Sands Cotai Central, ~~a $157.2 million increase at Marina Bay Sands, driven by an increase in Rolling Chip win percentage, as well as a $153.9 million increase at The Venetian Macao,~~which were driven by increases in Non-Rolling Chip drop and Rolling Chip ~~volume.~~volume, as well as a $133.7 million increase at the Four Seasons Macao, driven by increases in Rolling Chip win percentage and Non-Rolling Chip drop. The following table summarizes the results of our casino activity:

   Three Months Ended September 30,
   2013 2012 Change
   (Dollars in thousands)
Macao Operations:

The Venetian Macao

Total casino revenues
   $ 824,956    $ 671,104    22.9 %
Non-Rolling Chip drop
   $ 2,005,109    $ 1,140,871    75.8 %
Non-Rolling Chip win percentage
   23.9 % 31.3 % (7.4 )pts
Rolling Chip volume
   $ 14,152,346    $ 11,199,354    26.4 %
Rolling Chip win percentage
   3.03 % 3.32 % (0.29 )pts
Slot handle
   $ 1,144,392    $ 1,262,770    (9.4 )%
Slot hold percentage
   5.7 % 4.9 % 0.8 pts
Sands Cotai Central

Total casino revenues
   $ 660,898    $ 272,138    142.9 %
Non-Rolling Chip drop
   $ 1,429,345    $ 541,956    163.7 %
Non-Rolling Chip win percentage
   23.4 % 20.7 % 2.7 pts
Rolling Chip volume
   $ 15,550,073    $ 9,055,220    71.7 %
Rolling Chip win percentage
   2.71 % 2.28 % 0.43 pts
Slot handle
   $ 1,459,744    $ 1,032,351    41.4 %
Slot hold percentage
   4.1 % 3.1 % 1.0 pts
Four Seasons Macao

Total casino revenues
   $ 290,637    $ 194,670    49.3 %
Non-Rolling Chip drop
   $ 272,266    $ 110,834    145.7 %
Non-Rolling Chip win percentage
   28.3 % 32.6 % (4.3 )pts
Rolling Chip volume
   $ 10,451,747    $ 8,962,513    16.6 %
Rolling Chip win percentage
   2.88 % 2.58 % 0.30 pts
Slot handle
   $ 263,350    $ 214,810    22.6 %
Slot hold percentage
   5.6 % 4.4 % 1.2 pts
Sands Macao

Total casino revenues
   $ 297,930    $ 307,731    (3.2 )%
Non-Rolling Chip drop
   $ 877,375    $ 738,953    18.7 %
Non-Rolling Chip win percentage
   19.6 % 20.8 % (1.2 )pts
Rolling Chip volume
   $ 5,232,928    $ 6,818,553    (23.3 )%
Rolling Chip win percentage
   2.94 % 2.96 % (0.02 )pts
Slot handle
   $ 660,258    $ 596,340    10.7 %
Slot hold percentage
   3.9 % 4.2 % (0.3 )pts
Singapore Operations:

Marina Bay Sands

Total casino revenues
   $ 628,053    $ 470,838    33.4 %
Non-Rolling Chip drop
   $ 1,156,271    $ 1,131,326    2.2 %
Non-Rolling Chip win percentage
   23.6 % 24.0 % (0.4 )pts
Rolling Chip volume
   $ 13,785,351    $ 11,790,826    16.9 %
Rolling Chip win percentage
   2.85 % 1.79 % 1.06 pts
Slot handle
   $ 2,763,660    $ 2,620,753    5.5 %
Slot hold percentage
   5.1 % 5.2 % (0.1 )pts
U.S. Operations:

Las Vegas Operating Properties

Total casino revenues
   $ 168,132    $ 171,472    (1.9 )%
Table games drop
   $ 544,330    $ 581,484    (6.4 )%
Table games win percentage
   28.7 % 28.1 % 0.6 pts
Slot handle
   $ 511,441    $ 498,446    2.6 %
Slot hold percentage
   8.7 % 8.7 % —   pts
Sands Bethlehem

Total casino revenues
   $ 113,932    $ 113,077    0.8 %
Table games drop
   $ 261,618    $ 234,881    11.4 %
Table games win percentage
   15.0 % 16.0 % (1.0 )pts
Slot handle
   $ 1,045,129    $ 1,015,293    2.9 %
Slot hold percentage
   6.9 % 7.2 % (0.3 )pts



	Three Months Ended March 31,
	2014			2013			Change
	(Dollars in thousands)
Macao Operations:
The Venetian Macao
Total casino revenues	$	1,075,668		$	778,539		38.2%
Non-Rolling Chip drop	$	2,410,228		$	1,333,891		80.7%
Non-Rolling Chip win percentage	26.1		%	32.1		%	(6.0) pts
Rolling Chip volume	$	15,315,408		$	11,670,922		31.2%
Rolling Chip win percentage	3.49		%	3.57		%	(0.08) pts
Slot handle	$	1,452,385		$	1,191,532		21.9%
Slot hold percentage	5.1		%	5.5		%	(0.4) pts
Sands Cotai Central
Total casino revenues	$	750,329		$	533,786		40.6%
Non-Rolling Chip drop	$	1,800,669		$	1,035,340		73.9%
Non-Rolling Chip win percentage	22.9		%	21.6		%	1.3 pts
Rolling Chip volume	$	15,505,304		$	13,622,405		13.8%
Rolling Chip win percentage	2.83		%	3.09		%	(0.26) pts
Slot handle	$	1,821,440		$	1,228,462		48.3%
Slot hold percentage	3.7		%	3.9		%	(0.2) pts
Four Seasons Macao
Total casino revenues	$	340,190		$	206,451		64.8%
Non-Rolling Chip drop	$	351,964		$	110,529		218.4%
Non-Rolling Chip win percentage	28.4		%	48.6		%	(20.2) pts
Rolling Chip volume	$	9,193,662		$	9,480,149		(3.0)%
Rolling Chip win percentage	3.62		%	2.21		%	1.41 pts
Slot handle	$	289,789		$	184,409		57.1%
Slot hold percentage	4.3		%	5.0		%	(0.7) pts
Sands Macao
Total casino revenues	$	306,607		$	302,367		1.4%
Non-Rolling Chip drop	$	1,091,913		$	763,224		43.1%
Non-Rolling Chip win percentage	18.0		%	21.1		%	(3.1) pts
Rolling Chip volume	$	5,380,539		$	6,378,992		(15.7)%
Rolling Chip win percentage	2.59		%	2.76		%	(0.17) pts
Slot handle	$	803,221		$	706,464		13.7%
Slot hold percentage	3.8		%	3.7		%	0.1 pts
Singapore Operations:
Marina Bay Sands
Total casino revenues	$	680,445		$	640,200		6.3%
Non-Rolling Chip drop	$	1,157,352		$	1,194,629		(3.1)%
Non-Rolling Chip win percentage	23.4		%	23.2		%	0.2 pts
Rolling Chip volume	$	12,941,483		$	18,207,292		(28.9)%
Rolling Chip win percentage	3.41		%	2.51		%	0.90 pts
Slot handle	$	3,049,975		$	2,785,320		9.5%
Slot hold percentage	4.8		%	5.1		%	(0.3) pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues	$	109,790		$	159,898		(31.3)%
Table games drop	$	518,535		$	506,395		2.4%
Table games win percentage	17.1		%	27.6		%	(10.5) pts
Slot handle	$	473,154		$	495,105		(4.4)%
Slot hold percentage	8.6		%	8.8		%	(0.2) pts
Sands Bethlehem
Total casino revenues	$	109,036		$	114,813		(5.0)%
Table games drop	$	247,590		$	244,694		1.2%
Table games win percentage	16.1		%	15.6		%	0.5 pts
Slot handle	$	948,510		$	1,033,931		(8.3)%
Slot hold percentage	7.1		%	7.1		%	—

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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 ~~$61.2~~$75.2 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. The increase is attributable to an increase of ~~$41.9~~$33.2 million at Sands Cotai Central, due to ~~its progressive~~the opening of the second Sheraton tower in January 2013 and an increase in occupancy and average daily room rates. There were also increases of ~~$9.3~~$14.6 million, $12.5 million and ~~$5.2~~$10.9 million ~~at Marina Bay Sands and~~ at our Las Vegas Operating Properties, Marina Bay Sands and The Venetian Macao, respectively, which were driven by an increase in average daily room rates. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:

   Three Months Ended September 30,
   2013 2012 Change
   (Room revenues in thousands)
Macao Operations:

The Venetian Macao

Total room revenues
   $ 58,328    $ 55,354    5.4 %
Occupancy rate
   91.8 % 93.9 % (2.1 )pts
Average daily room rate
   $ 242    $ 227    6.6 %
Revenue per available room
   $ 222    $ 213    4.2 %
Sands Cotai Central

Total room revenues
   $ 65,916    $ 24,002    174.6 %
Occupancy rate
   84.8 % 88.9 % (4.1 )pts
Average daily room rate
   $ 152    $ 149    2.0 %
Revenue per available room
   $ 129    $ 132    (2.3 )%
Four Seasons Macao

Total room revenues
   $ 11,094    $ 10,009    10.8 %
Occupancy rate
   88.2 % 83.1 % 5.1 pts
Average daily room rate
   $ 363    $ 349    4.0 %
Revenue per available room
   $ 321    $ 290    10.7 %
Sands Macao

Total room revenues
   $ 6,205    $ 6,037    2.8 %
Occupancy rate
   96.9 % 97.3 % (0.4 )pts
Average daily room rate
   $ 243    $ 236    3.0 %
Revenue per available room
   $ 236    $ 230    2.6 %
Singapore Operations:

Marina Bay Sands

Total room revenues
   $ 93,324    $ 84,003    11.1 %
Occupancy rate
   99.8 % 99.8 % —   pts
Average daily room rate
   $ 401    $ 361    11.1 %
Revenue per available room
   $ 400    $ 360    11.1 %
U.S. Operations:

Las Vegas Operating Properties

Total room revenues
   $ 110,934    $ 105,695    5.0 %
Occupancy rate
   87.6 % 87.3 % 0.3 pts
Average daily room rate
   $ 196    $ 191    2.6 %
Revenue per available room
   $ 171    $ 167    2.4 %
Sands Bethlehem

Total room revenues
   $ 3,200    $ 2,749    16.4 %
Occupancy rate
   82.1 % 69.6 % 12.5 pts
Average daily room rate
   $ 141    $ 142    (0.7 )%
Revenue per available room
   $ 115    $ 99    16.2 %



	Three Months Ended March 31,
	2014			2013			Change
	(Room revenues in thousands)
Macao Operations:
The Venetian Macao
Total room revenues	$	65,305		$	54,433		20.0%
Occupancy rate	94.4		%	91.6		%	2.8 pts
Average daily room rate	$	267		$	231		15.6%
Revenue per available room	$	252		$	212		18.9%
Sands Cotai Central
Total room revenues	$	79,446		$	46,242		71.8%
Occupancy rate	88.8		%	70.8		%	18.0 pts
Average daily room rate	$	177		$	152		16.4%
Revenue per available room	$	157		$	108		45.4%
Four Seasons Macao
Total room revenues	$	12,631		$	10,165		24.3%
Occupancy rate	87.1		%	81.2		%	5.9 pts
Average daily room rate	$	429		$	370		15.9%
Revenue per available room	$	373		$	301		23.9%
Sands Macao
Total room revenues	$	7,261		$	6,035		20.3%
Occupancy rate	96.7		%	94.9		%	1.8 pts
Average daily room rate	$	292		$	246		18.7%
Revenue per available room	$	283		$	233		21.5%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	97,129		$	84,582		14.8%
Occupancy rate	99.3		%	98.5		%	0.8 pts
Average daily room rate	$	428		$	378		13.2%
Revenue per available room	$	425		$	372		14.2%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues	$	135,713		$	121,114		12.1%
Occupancy rate	88.9		%	90.3		%	(1.4) pts
Average daily room rate	$	241		$	211		14.2%
Revenue per available room	$	214		$	191		12.0%
Sands Bethlehem
Total room revenues	$	2,737		$	2,445		11.9%
Occupancy rate	68.8		%	65.3		%	3.5 pts
Average daily room rate	$	146		$	138		5.8%
Revenue per available room	$	101		$	90		12.2%

Food and beverage revenues increased ~~$31.6~~$17.5 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. The increase was primarily attributable to a ~~$16.9 million increase at Sands Cotai Central, due to its progressive opening, as well as a $9.5~~$16.2 million increase at our ~~Las Vegas Operating Properties, driven by~~Macao operating properties, due to an increase in ~~banquet operations.~~

property visitation.

Table of Contents

Mall revenues increased ~~$24.8~~$23.6 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. The increase was primarily due to a ~~$25.9~~$21.8 million increase at our Macao operating properties, driven by an increase in base ~~rents as well as the progressive opening of Sands Cotai Central.~~rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:

   Three Months Ended September 30,
   2013 2012 Change
   (Mall revenues in thousands)
Macao Operations:

The Grand Canal Shoppes at The Venetian Macao

Total mall revenues
   $ 45,377    $ 36,346    24.8 %
Mall gross leasable area (in square feet)
   756,271    809,024    (6.5 )%
Occupancy
   94.2 % 91.7 % 2.5 pts
Base rent per square foot
   $ 167    $ 140    19.3 %
Tenant sales per square foot
   $ 1,473    $ 1,186    24.2 %
The Shoppes at Sands Cotai Central⁽¹⁾

Total mall revenues
   $ 11,452    $ 3,693    210.1 %
Mall gross leasable area (in square feet)
   210,143    210,143    —   %
Occupancy
   100.0 % 100.0 % —   pts
Base rent per square foot
   $ 120    $ 131    (8.4 )%
The Shoppes at Four Seasons⁽²⁾

Total mall revenues
   $ 32,245    $ 23,112    39.5 %
Mall gross leasable area (in square feet)
   241,416    189,088    27.7 %
Occupancy
   90.7 % 91.2 % (0.5 )pts
Base rent per square foot
   $ 336    $ 150    124.0 %
Tenant sales per square foot
   $ 4,769    $ 4,353    9.6 %
Singapore Operations:

The Shoppes at Marina Bay Sands⁽³⁾

Total mall revenues
   $ 38,021    $ 39,670    (4.2 )%
Mall gross leasable area (in square feet)
   641,442    631,024    1.7 %
Occupancy
   88.7 % 96.2 % (7.5 )pts
Base rent per square foot
   $ 195    $ 216    (9.7 )%
Tenant sales per square foot
   $ 1,556    $ 1,366    13.9 %
U.S. Operations:

The Outlets at Sands Bethlehem⁽⁴⁾

Total mall revenues
   $ 973    $ 411    136.7 %
Mall gross leasable area (in square feet)
   134,907    129,216    4.4 %
Occupancy
   87.6 % 71.3 % 16.3 pts
Base rent per square foot
   $ 24    $ —      —   %



	Three Months Ended March 31,
	2014			2013			Change
	(Mall revenues in thousands)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	38,140		$	29,857		27.7%
Mall gross leasable area (in square feet)	755,876			821,129			(7.9)%
Occupancy	96.0		%	93.2		%	2.8 pts
Base rent per square foot	$	186		$	148		25.7%
Tenant sales per square foot	$	1,535		$	1,239		23.9%
Shoppes at Cotai Central⁽¹⁾
Total mall revenues	$	8,720		$	7,930		10.0%
Mall gross leasable area (in square feet)	210,191			210,143			—
Occupancy	99.9		%	100.0		%	(0.1) pts
Base rent per square foot	$	121		$	118		2.5%
Tenant sales per square foot	$	1,365		$	—		—
Shoppes at Four Seasons⁽²⁾
Total mall revenues	$	23,025		$	10,290		123.8%
Mall gross leasable area (in square feet)	242,469			239,718			1.1%
Occupancy	84.1		%	90.9		%	(6.8) pts
Base rent per square foot	$	363		$	154		135.7%
Tenant sales per square foot	$	5,359		$	4,562		17.5%
Singapore Operations:
The Shoppes at Marina Bay Sands⁽³⁾
Total mall revenues	$	38,515		$	36,795		4.7%
Mall gross leasable area (in square feet)	650,083			637,881			1.9%
Occupancy	88.1		%	95.6		%	(7.5) pts
Base rent per square foot	$	213		$	223		(4.5)%
Tenant sales per square foot	$	1,544		$	1,425		8.4%
U.S. Operations:
The Outlets at Sands Bethlehem⁽⁴⁾
Total mall revenues	$	631		$	589		7.1%
Mall gross leasable area (in square feet)	134,830			134,907			(0.1)%
Occupancy	93.6		%	72.5		%	21.1 pts
Base rent per square foot	$	22		$	22		—
Tenant sales per square foot	$	411		$	—		—

__________________________

~~(1)~~	~~Phases I~~
(1)	The first and IIsecond phases of ~~The~~the Shoppes at ~~Sands~~ Cotai Central opened in April and September 2012, respectively.

~~(2)~~	~~In November 2012, The Shoppes at Four Seasons expanded the duty-free luxury shops, resulting in approximately 52,000 square feet of additional gross leasable space. Additionally, beginning~~
(2)	Beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.

~~(3)~~

The decrease in occupancy at The Shoppes at Marina Bay Sands is due to an ongoing repositioning of the mall that will bring in several new key luxury tenants. Approximately 39,000 square feet of gross leasable area is currently undergoing new fit-out and is not considered occupied as of September 30, 2013.

~~(4)~~

A progressive opening of The Outlets at Sands Bethlehem began in November 2011. Base rent per square foot for the three months ended September 30, 2012, and tenant sales per square foot for the three months ended September 30, 2013 and 2012, are excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.

(3) The decrease in occupancy at The Shoppes at Marina Bay Sands is due to an ongoing repositioning of the mall that will bring in several new key luxury tenants. Approximately 54,000 square feet of gross leasable area is currently undergoing new fit-out and is not considered occupied as of March 31, 2014.

(4) Tenant sales per square foot for the three months ended March 31, 2013, is excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.

41
Table of Contents

Operating Expenses

The breakdown of operating expenses is as follows:

   Three Months Ended September 30,
   2013    2012    Percent
Change
   (Dollars in thousands)
Casino
   $ 1,668,107       $ 1,278,162       30.5 %
Rooms
   69,511       58,911       18.0 %
Food and beverage
   88,020       77,748       13.2 %
Mall
   17,319       16,666       3.9 %
Convention, retail and other
   69,102       66,867       3.3 %
Provision for doubtful accounts
   55,371       72,805       (23.9 )%
General and administrative
   380,865       268,832       41.7 %
Corporate
   38,468       54,617       (29.6 )%
Pre-opening
   1,778       39,872       (95.5 )%
Development
   3,487       4,201       (17.0 )%
Depreciation and amortization
   248,925       226,538       9.9 %
Amortization of leasehold interests in land
   10,022       10,014       0.1 %
Loss on disposal of assets
   2,739       154       N.M.





Total operating expenses
   $ 2,653,714       $ 2,175,387       22.0 %

~~N.M. – Not meaningful~~



	Three Months Ended March 31,
	2014		2013		Percent Change
	(Dollars in thousands)
Casino	$	1,867,612	$	1,526,279	22.4	%
Rooms	64,263		68,690		(6.4	)%
Food and beverage	100,169		96,731		3.6	%
Mall	17,363		17,258		0.6	%
Convention, retail and other	90,468		78,849		14.7	%
Provision for doubtful accounts	61,918		64,679		(4.3	)%
General and administrative	336,499		290,414		15.9	%
Corporate	50,677		56,272		(9.9	)%
Pre-opening	4,300		6,837		(37.1	)%
Development	1,692		5,351		(68.4	)%
Depreciation and amortization	261,047		252,557		3.4	%
Amortization of leasehold interests in land	10,026		10,167		(1.4	)%
Loss on disposal of assets	525		1,932		(72.8	)%
Total operating expenses	$	2,866,559	$	2,476,016	15.8	%

Operating expenses were ~~$2.65~~$2.87 billion for the three months ended ~~September 30, 2013,~~March 31, 2014, an increase of ~~$478.3~~$390.5 million compared to ~~$2.18~~$2.48 billion for the three months ended ~~September 30, 2012.~~March 31, 2013. The increase in operating expenses was primarily attributable to ~~the progressive opening of Sands Cotai Central that commenced~~an increase in ~~April 2012.~~

casino expenses at our Macao operating properties.

Casino expenses increased ~~$389.9~~$341.3 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. Of the increase, ~~$286.7~~$283.5 million was attributable to the 39.0% gross win tax on increased casino revenues ~~across all of~~at our Macao operating properties, as well as a ~~$41.7~~$61.7 million increase in additional casino expenses at ~~Sands Cotai Central.~~

Rooms and food and beverage expenses increased $10.6 million and $10.3 million, respectively, compared to the three months ended September 30, 2012. The increases were driven by the associated increases in the related revenues described above.

our Macao operating properties.

The provision for doubtful accounts was ~~$55.4~~$61.9 million for the three months ended ~~September 30, 2013,~~March 31, 2014, compared to ~~$72.8~~$64.7 million for the three months ended ~~September 30, 2012.~~March 31, 2013. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased ~~$112.0~~$46.1 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. The increase was primarily attributable to a ~~$56.9~~$30.9 million increase at our Macao operating properties and a $13.2 million increase at our Las Vegas Operating Properties, driven by a $47.4 million legal settlement expense (see “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies — Litigation”), as well as a $31.3 million increase at Sands Cotai Central.

Properties.

Corporate expenses decreased ~~$16.1~~$5.6 million compared to the three months ended ~~September 30, 2012,~~March 31, 2013, which was driven by a decrease in legal fees.

Pre-opening expenses were $1.8 million for the three months ended September 30, 2013, compared to $39.9 million for the three months ended September 30, 2012. Pre-opening expense represents personnel and other costs incurred prior to the opening

Table of new ventures, which are expensed as incurred. Pre-opening expenses for the three months ended September 30, 2012, were primarily related to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $22.4 million compared to the three months ended September 30, 2012. The increase was primarily attributable to a $33.2 million increase at Sands Cotai Central, partially offset by a decrease at our Las Vegas Operating Properties due to certain assets being fully depreciated.

Contents

Adjusted Property EBITDA

Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments. Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, ~~legal settlement 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 September 30,
   2013    2012 Percent
Change
   (Dollars in thousands)
Macao:

The Venetian Macao
   $ 357,197       $ 299,001    19.5 %
Sands Cotai Central
   224,272       53,654    318.0 %
Four Seasons Macao
   112,922       54,386    107.6 %
Sands Macao
   89,947       80,869    11.2 %
Other Asia
   1,177       (2,124 ) N.M.




   785,515       485,786    61.7 %
Marina Bay Sands
   373,612       260,788    43.3 %
United States:

Las Vegas Operating Properties
   87,135       98,206    (11.3 )%
Sands Bethlehem
   29,553       32,118    (8.0 )%




   116,688       130,324    (10.5 )%




Total adjusted property EBITDA
   $ 1,275,815       $ 876,898    45.5 %

~~N.M. – Not meaningful~~



	Three Months Ended March 31,
	2014			2013			Percent Change
	(Dollars in thousands)
Macao:
The Venetian Macao	$	470,084		$	348,482		34.9	%
Sands Cotai Central	265,206			131,521			101.6	%
Four Seasons Macao	113,041			53,552			111.1	%
Sands Macao	91,438			96,602			(5.3	)%
Other Asia	(1,414		)	(3,589		)	60.6	%
	938,355			626,568			49.8	%
Marina Bay Sands	435,161			396,781			9.7	%
United States:
Las Vegas Operating Properties	79,652			113,428			(29.8	)%
Sands Bethlehem	26,531			29,856			(11.1	)%
	106,183			143,284			(25.9	)%
Total adjusted property EBITDA	$	1,479,699		$	1,166,633		26.8	%

Adjusted property EBITDA at our Macao operations increased ~~$299.7~~$311.8 million compared to the three months ended ~~September 30, 2012. The~~March 31, 2013. As previously described, the increase was primarily attributable to an increase in net revenues of ~~$170.6~~$703.3 million at ~~Sands Cotai Central, due to its progressive opening that commenced~~our Macao operating properties, partially offset by an increase of $283.5 million in ~~April 2012,~~gross win tax on increased casino revenues, as well as increases ~~of $58.5 million and $58.2 million at~~in the ~~Four Seasons Macao and The Venetian Macao, respectively, driven by an increase in casino activity.~~

associated operating expenses.

Adjusted property EBITDA at Marina Bay Sands increased ~~$112.8~~$38.4 million compared to the three months ended ~~September 30, 2012.~~March 31, 2013. The increase was primarily attributable to a ~~$148.7~~$40.6 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased ~~$11.1~~$33.8 million compared to the three months ended ~~September 30, 2012. Net~~March 31, 2013. The decrease was primarily attributable to a $29.6 million decrease in net revenues ~~increased $10.1 million~~ (excluding intersegment royalty revenue), ~~but was offset~~driven by ~~increases~~a decrease in ~~the associated operating expenses.~~

casino revenues.

Adjusted property EBITDA at Sands Bethlehem decreased ~~$2.6~~$3.3 million compared to the three months ended ~~September 30, 2012. Net~~March 31, 2013. The decrease was primarily attributable to a $5.7 million decrease in net revenues, ~~increased $1.0 million, but was offset~~driven by ~~increases~~a decrease in ~~the associated operating expenses.~~

casino revenues.

Interest Expense

The following table summarizes information related to interest expense on long-term debt:

   Three Months Ended
September 30,
   2013 2012
   (Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs)
   $ 64,048    $ 68,425
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
   3,793    3,783
Less — capitalized interest
   (924 ) (9,916 )


Interest expense, net
   $ 66,917    $ 62,292


Cash paid for interest
   $ 59,880    $ 51,782
Weighted average total debt balance
   $ 9,492,227    $ 9,417,803
Weighted average interest rate
   2.7 % 2.9 %



	Three Months Ended March 31,
	2014			2013
	(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs)	$	69,076		$	66,826
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo	3,797			3,789
Less — capitalized interest	(1,747		)	(1,783		)
Interest expense, net	$	71,126		$	68,832
Cash paid for interest	$	59,582		$	64,711
Weighted average total debt balance	$	10,012,530		$	10,086,142
Weighted average interest rate	2.8		%	2.7		%

Table of Contents

Interest cost ~~decreased $4.4 million~~and interest expense remained relatively consistent compared to the three months ended ~~September 30, 2012, resulting primarily from a decrease~~March 31, 2013, due to the similarities in our weighted average debt balance and weighted average interest rate. Capitalized interest decreased $9.0 million compared to the three months ended September 30, 2012, primarily due to the completion of phases IIA and IIB of Sands Cotai Central in September 2012 and January 2013, respectively.

Other Factors Effecting Earnings

Other ~~income~~expense was ~~$3.2~~$4.7 million for the three months ended ~~September 30, 2013,~~March 31, 2014, compared to ~~$2.4~~$2.1 million for the three months ended ~~September 30, 2012.~~March 31, 2013. The amounts in both periods were primarily attributable to foreign exchange ~~gains.~~

losses.

The loss on modification or early retirement of debt was $18.0 million for the three months ended March 31, 2014, and was related to the refinancing of our 2011 VML Credit Facility in March 2014 (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”).

Our effective income tax rate was ~~5.3%~~5.6% for the three months ended ~~September 30, 2013,~~March 31, 2014, compared to ~~7.0%~~7.3% for the three months ended ~~September 30, 2012.~~March 31, 2013. The effective income tax rate for the three months ended ~~September 30,~~March 31, 2014 and 2013, ~~and 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 ~~was extended~~will expire in ~~October 2013 through the end of~~ 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or 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 ~~$182.6~~$220.5 million for the three months ended ~~September 30, 2013,~~March 31, 2014, compared to ~~$95.2~~$132.0 million for the three months ended ~~September 30, 2012.~~March 31, 2013. These amounts are primarily related to the noncontrolling interest of SCL.

~~Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012~~

~~Operating Revenues~~

~~Our net revenues consisted of the following:~~

   Nine Months Ended September 30,
   2013 2012 Percent
Change
   (Dollars in thousands)
Casino
   $ 8,394,721    $ 6,534,947    28.5 %
Rooms
   998,646    830,887    20.2 %
Food and beverage
   534,361    455,884    17.2 %
Mall
   321,522    268,390    19.8 %
Convention, retail and other
   372,370    363,680    2.4 %


   10,621,620    8,453,788    25.6 %
Less — promotional allowances
   (507,420 ) (399,658 ) (27.0 )%


Total net revenues
   $ 10,114,200    $ 8,054,130    25.6 %

Consolidated net revenues were $10.11 billion for the nine months ended September 30, 2013, an increase of $2.06 billion compared to $8.05 billion for the nine months ended September 30, 2012. The increase in net revenues was driven by an increase of $1.35 billion at Sands Cotai Central, due to its progressive opening that commenced in April 2012, as well as an increase of $507.2 million at The Venetian Macao, primarily due to increased casino activity.

Casino revenues increased $1.86 billion compared to the nine months ended September 30, 2012. The increase is attributable to an increase of $1.20 billion at Sands Cotai Central, due to its progressive opening, as well as a $497.5 million increase at The Venetian Macao, driven by an increase in Non-Rolling Chip drop. The following table summarizes the results of our casino activity:

   Nine Months Ended September 30,
   2013 2012 Change
   (Dollars in thousands)
Macao Operations:

The Venetian Macao

Total casino revenues
   $ 2,404,046    $ 1,906,569    26.1 %
Non-Rolling Chip drop
   $ 4,932,826    $ 3,267,352    51.0 %
Non-Rolling Chip win percentage
   27.5 % 30.8 % (3.3 )pts
Rolling Chip volume
   $ 37,661,230    $ 36,162,486    4.1 %
Rolling Chip win percentage
   3.32 % 2.97 % 0.35 pts
Slot handle
   $ 3,485,599    $ 3,652,412    (4.6 )%
Slot hold percentage
   5.6 % 5.2 % 0.4 pts
Sands Cotai Central

Total casino revenues
   $ 1,725,210    $ 521,604    230.8 %
Non-Rolling Chip drop
   $ 3,692,883    $ 931,402    296.5 %
Non-Rolling Chip win percentage
   22.4 % 21.0 % 1.4 pts
Rolling Chip volume
   $ 43,507,873    $ 15,875,851    174.1 %
Rolling Chip win percentage
   2.71 % 2.64 % 0.07 pts
Slot handle
   $ 3,937,837    $ 1,697,735    131.9 %
Slot hold percentage
   4.0 % 3.4 % 0.6 pts
Four Seasons Macao

Total casino revenues
   $ 739,225    $ 717,367    3.0 %
Non-Rolling Chip drop
   $ 568,846    $ 307,720    84.9 %
Non-Rolling Chip win percentage
   30.3 % 39.1 % (8.8 )pts
Rolling Chip volume
   $ 29,876,157    $ 30,872,992    (3.2 )%
Rolling Chip win percentage
   2.68 % 2.82 % (0.14 )pts
Slot handle
   $ 629,757    $ 612,125    2.9 %
Slot hold percentage
   5.6 % 5.2 % 0.4 pts
Sands Macao

Total casino revenues
   $ 887,796    $ 913,580    (2.8 )%
Non-Rolling Chip drop
   $ 2,463,465    $ 2,163,888    13.8 %
Non-Rolling Chip win percentage
   20.3 % 20.6 % (0.3 )pts
Rolling Chip volume
   $ 17,430,087    $ 19,416,833    (10.2 )%
Rolling Chip win percentage
   2.76 % 3.10 % (0.34 )pts
Slot handle
   $ 2,003,935    $ 1,871,312    7.1 %
Slot hold percentage
   3.9 % 4.2 % (0.3 )pts
Singapore Operations:

Marina Bay Sands

Total casino revenues
   $ 1,858,579    $ 1,722,351    7.9 %
Non-Rolling Chip drop
   $ 3,514,567    $ 3,503,830    0.3 %
Non-Rolling Chip win percentage
   23.4 % 22.8 % 0.6 pts
Rolling Chip volume
   $ 46,364,282    $ 36,101,116    28.4 %
Rolling Chip win percentage
   2.62 % 2.62 % — pts
Slot handle
   $ 8,293,454    $ 8,102,457    2.4 %
Slot hold percentage
   5.1 % 5.3 % (0.2 )pts
U.S. Operations:

Las Vegas Operating Properties

Total casino revenues
   $ 433,096    $ 424,764    2.0 %
Table games drop
   $ 1,602,052    $ 1,625,115    (1.4 )%
Table games win percentage
   23.9 % 23.5 % 0.4 pts
Slot handle
   $ 1,481,976    $ 1,427,355    3.8 %
Slot hold percentage
   8.8 % 8.7 % 0.1 pts
Sands Bethlehem

Total casino revenues
   $ 346,769    $ 328,712    5.5 %
Table games drop
   $ 765,165    $ 654,809    16.9 %
Table games win percentage
   15.6 % 15.1 % 0.5 pts
Slot handle
   $ 3,134,161    $ 3,061,520    2.4 %
Slot hold percentage
   7.0 % 7.2 % (0.2 )pts

Room revenues increased $167.8 million compared to the nine months ended September 30, 2012. The increase is attributable to an increase of $120.8 million at Sands Cotai Central, due to its progressive opening, a $23.2 million increase at Marina Bay Sands, driven by an increase in average daily room rates, and a $20.7 million increase at our Las Vegas Operating Properties, driven by an increase in occupancy. 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:

   Nine Months Ended September 30,
   2013 2012 Change
   (Room revenues in thousands)
Macao Operations:

The Venetian Macao

Total room revenues
   $ 163,829    $ 164,227    (0.2 )%
Occupancy rate
   90.3 % 91.4 % (1.1 )pts
Average daily room rate
   $ 234    $ 233    0.4 %
Revenue per available room
   $ 211    $ 213    (0.9 )%
Sands Cotai Central

Total room revenues
   $ 160,117    $ 39,339    307.0 %
Occupancy rate
   74.6 % 82.8 % (8.2 )pts
Average daily room rate
   $ 149    $ 146    2.1 %
Revenue per available room
   $ 111    $ 121    (8.3 )%
Four Seasons Macao

Total room revenues
   $ 30,975    $ 29,020    6.7 %
Occupancy rate
   83.4 % 79.6 % 3.8 pts
Average daily room rate
   $ 362    $ 355    2.0 %
Revenue per available room
   $ 302    $ 282    7.1 %
Sands Macao

Total room revenues
   $ 18,179    $ 18,020    0.9 %
Occupancy rate
   95.6 % 94.8 % 0.8 pts
Average daily room rate
   $ 244    $ 243    0.4 %
Revenue per available room
   $ 233    $ 231    0.9 %
Singapore Operations:

Marina Bay Sands

Total room revenues
   $ 264,442    $ 241,263    9.6 %
Occupancy rate
   99.2 % 99.1 % 0.1 pts
Average daily room rate
   $ 386    $ 351    10.0 %
Revenue per available room
   $ 383    $ 348    10.1 %
U.S. Operations:

Las Vegas Operating Properties

Total room revenues
   $ 352,615    $ 331,931    6.2 %
Occupancy rate
   89.8 % 85.6 % 4.2 pts
Average daily room rate
   $ 204    $ 203    0.5 %
Revenue per available room
   $ 183    $ 174    5.2 %
Sands Bethlehem

Total room revenues
   $ 8,489    $ 7,087    19.8 %
Occupancy rate
   73.4 % 60.7 % 12.7 pts
Average daily room rate
   $ 141    $ 141    — %
Revenue per available room
   $ 103    $ 86    19.8 %

Food and beverage revenues increased $78.5 million compared to the nine months ended September 30, 2012. The increase was primarily attributable to a $52.2 million increase at Sands Cotai Central, due to its progressive opening, as well as a $15.3 million increase at our Las Vegas Operating Properties, driven by an increase in banquet operations.

Mall revenues increased $53.1 million compared to the nine months ended September 30, 2012. The increase was primarily due to a $53.1 million increase at our Macao operating properties, driven by an increase in base rents as well as the progressive opening of Sands Cotai Central. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:

   Nine Months Ended September 30,⁽¹⁾
   2013 2012 Change
   (Mall revenues in thousands)
Macao Operations:

The Grand Canal Shoppes at The Venetian Macao

Total mall revenues
   $ 112,647    $ 93,774    20.1 %
Mall gross leasable area (in square feet)
   756,271    809,024    (6.5 )%
Occupancy
   94.2 % 91.7 % 2.5 pts
Base rent per square foot
   $ 167    $ 140    19.3 %
Tenant sales per square foot
   $ 1,473    $ 1,186    24.2 %
The Shoppes at Sands Cotai Central⁽²⁾

Total mall revenues
   $ 28,076    $ 6,945    304.3 %
Mall gross leasable area (in square feet)
   210,143    210,143    —   %
Occupancy
   100.0 % 100.0 % —   pts
Base rent per square foot
   $ 120    $ 131    (8.4 )%
The Shoppes at Four Seasons⁽³⁾

Total mall revenues
   $ 67,971    $ 54,918    23.8 %
Mall gross leasable area (in square feet)
   241,416    189,088    27.7 %
Occupancy
   90.7 % 91.2 % (0.5 )pts
Base rent per square foot
   $ 336    $ 150    124.0 %
Tenant sales per square foot
   $ 4,769    $ 4,353    9.6 %
Singapore Operations:

The Shoppes at Marina Bay Sands⁽⁴⁾

Total mall revenues
   $ 110,569    $ 111,580    (0.9 )%
Mall gross leasable area (in square feet)
   641,442    631,024    1.7 %
Occupancy
   88.7 % 96.2 % (7.5 )pts
Base rent per square foot
   $ 195    $ 216    (9.7 )%
Tenant sales per square foot
   $ 1,556    $ 1,366    13.9 %
U.S. Operations:

The Outlets at Sands Bethlehem⁽⁵⁾

Total mall revenues
   $ 2,259    $ 1,173    92.6 %
Mall gross leasable area (in square feet)
   134,907    129,216    4.4 %
Occupancy
   87.6 % 71.3 % 16.3 pts
Base rent per square foot
   $ 24    $ —      —   %

~~(1)~~

As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of September 30, 2013 and 2012, they are identical to the summary presented herein for the three months ended September 30, 2013 and 2012, respectively.

~~(2)~~

~~Phases I and II of The Shoppes at Sands Cotai Central opened in April and September 2012, respectively.~~

~~(3)~~

In November 2012, The Shoppes at Four Seasons expanded the duty-free luxury shops, resulting in approximately 52,000 square feet of additional gross leasable space. Additionally, beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.

~~(4)~~

~~(5)~~

A progressive opening of The Outlets at Sands Bethlehem began in November 2011. Base rent per square foot for the nine months ended September 30, 2012, and tenant sales per square foot for the nine months ended September 30, 2013 and 2012, are excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.

~~Operating Expenses~~

~~The breakdown of operating expenses is as follows:~~

   Nine Months Ended September 30,
   2013    2012    Percent
Change
   (Dollars in thousands)
Casino
   $ 4,714,107       $ 3,673,171       28.3 %
Rooms
   203,886       172,210       18.4 %
Food and beverage
   274,045       238,022       15.1 %
Mall
   52,724       50,765       3.9 %
Convention, retail and other
   228,045       224,794       1.4 %
Provision for doubtful accounts
   182,108       183,397       (0.7 )%
General and administrative
   979,148       746,587       31.1 %
Corporate
   141,221       162,164       (12.9 )%
Pre-opening
   9,646       134,803       (92.8 )%
Development
   14,840       12,196       21.7 %
Depreciation and amortization
   752,530       641,725       17.3 %
Amortization of leasehold interests in land
   30,297       30,016       0.9 %
Impairment loss
   —         143,674       (100.0 )%
Loss on disposal of assets
   9,433       1,229       N.M.





Total operating expenses
   $ 7,592,030       $ 6,414,753       18.4 %

~~N.M. – Not meaningful~~

Operating expenses were $7.59 billion for the nine months ended September 30, 2013, an increase of $1.18 billion compared to $6.41 billion for the nine months ended September 30, 2012. The increase in operating expenses was primarily attributable to the progressive opening of Sands Cotai Central that commenced in April 2012.

Casino expenses increased $1.04 billion compared to the nine months ended September 30, 2012. Of the increase, $759.3 million was attributable to the 39.0% gross win tax on increased casino revenues across all of our Macao properties, as well as a $181.3 million increase in additional casino expenses at Sands Cotai Central.

Rooms and food and beverage expenses increased $31.7 million and $36.0 million, respectively, compared to the nine months ended September 30, 2012. The increases were driven by the associated increases in the related revenues described above.

The provision for doubtful accounts was $182.1 million for the nine months ended September 30, 2013, compared to $183.4 million for the nine months ended September 30, 2012. 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 $232.6 million compared to the nine months ended September 30, 2012. The increase was primarily attributable to a $110.7 million increase at Sands Cotai Central, a $59.2 million increase at our Las Vegas Operating Properties, driven by a $47.4 million legal settlement expense (see “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies — Litigation”), as well as a $35.4 million increase at The Venetian Macao, driven by an increase in advertising expense.

~~Corporate expenses decreased $20.9 million compared to the nine months ended September 30, 2012, driven by a decrease in legal fees.~~

Pre-opening expenses were $9.6 million for the nine months ended September 30, 2013, compared to $134.8 million for the nine months ended September 30, 2012. 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 nine months ended September 30, 2013 and 2012, were primarily related to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $110.8 million compared to the nine months ended September 30, 2012. The increase was primarily attributable to a $132.7 million increase at Sands Cotai Central, partially offset by decreases at our Las Vegas Operating Properties and our other Macao operating properties due to certain assets being fully depreciated.

The impairment loss of $143.7 million for the nine months ended September 30, 2012, consisted primarily of a $100.7 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.

~~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):

   Nine Months Ended September 30,
   2013 2012 Percent
Change
   (Dollars in thousands)
Macao:

The Venetian Macao
   $ 1,066,543    $ 810,175    31.6 %
Sands Cotai Central
   501,940    105,492    375.8 %
Four Seasons Macao
   228,283    198,492    15.0 %
Sands Macao
   274,887    259,129    6.1 %
Other Asia
   (4,547 ) (13,801 ) 67.1 %


   2,067,106    1,359,487    52.1 %
Marina Bay Sands
   1,125,742    1,063,712    5.8 %
United States:

Las Vegas Operating Properties
   263,532    278,362    (5.3 )%
Sands Bethlehem
   92,988    86,537    7.5 %


   356,520    364,899    (2.3 )%


Total adjusted property EBITDA
   $ 3,549,368    $ 2,788,098    27.3 %

Adjusted property EBITDA at our Macao operations increased $707.6 million compared to the nine months ended September 30, 2012. The increase was primarily attributable to a $396.4 million increase at Sands Cotai Central, due to its progressive opening that commenced in April 2012, as well as a $256.4 million increase at The Venetian Macao, driven by an increase in casino activity.

Adjusted property EBITDA at Marina Bay Sands increased $62.0 million compared to the nine months ended September 30, 2012. The increase was primarily attributable to a $139.6 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $14.8 million compared to the nine months ended September 30, 2012. Net revenues increased $47.5 million (excluding intersegment royalty revenue), but was offset by increases in the associated operating expenses.

Adjusted property EBITDA at Sands Bethlehem increased $6.5 million compared to the nine months ended September 30, 2012. The increase was primarily attributable to a $20.0 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.

~~Interest Expense~~

~~The following table summarizes information related to interest expense on long-term debt:~~

   Nine Months Ended
September 30,
   2013 2012
   (Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
   $ 196,037    $ 224,472
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
   11,373    11,338
Less — capitalized interest
   (3,285 ) (44,313 )


Interest expense, net
   $ 204,125    $ 191,497


Cash paid for interest
   $ 167,535    $ 209,491
Weighted average total debt balance
   $ 9,789,503    $ 9,755,978
Weighted average interest rate
   2.7 % 3.1 %

Interest cost decreased $28.4 million compared to the nine months ended September 30, 2012, resulting primarily from a decrease in our weighted average interest rate. Capitalized interest decreased $41.0 million compared to the nine months ended September 30, 2012, primarily due to the completion of phases I, IIA and IIB of Sands Cotai Central in April and September 2012 and January 2013, respectively.

~~Other Factors Effecting Earnings~~

Other income was $5.0 million for the nine months ended September 30, 2013, compared to $0.7 million for the nine months ended September 30, 2012. The amounts in both periods were primarily attributable to foreign exchange gains, partially offset by changes in the fair value of our interest rate cap agreements.

The loss on modification or early retirement of debt of $19.2 million for the nine months ended September 30, 2012, was primarily due to a $13.1 million loss related to the refinancing of our Singapore credit facility in June 2012.

Our effective income tax rate was 6.4% for the nine months ended September 30, 2013, compared to 9.4% for the nine months ended September 30, 2012. The effective income tax rate for the nine months ended September 30, 2013 and 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 was extended in October 2013 through the end of 2018. 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 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 $456.5 million for the nine months ended September 30, 2013, compared to $221.2 million for the nine months ended September 30, 2012. These amounts are primarily related to the noncontrolling interest of SCL.

Additional Information Regarding our Retail Mall Operations

We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, ~~Sands Cotai Central,~~ Marina Bay Sands and Sands Bethlehem. Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, management fees and reimbursements for common area maintenance (“CAM”) and other expenditures.

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The following tables summarize the results of our mall operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ (in thousands):

The Grand
Canal Shoppes at
The Venetian
Macao The Shoppes at
Four Seasons The Shoppes at
Sands Cotai
Central⁽¹⁾ The Shoppes at
Marina Bay
Sands The Outlets at
Sands
Bethlehem⁽²⁾ Total
For the three months ended
September 30, 2013

Mall revenues:

Minimum rents⁽³⁾
$ 25,990    $ 11,571    $ 5,743    $ 26,683    $ 338    $ 70,325
Overage rents
12,883    18,898    3,759    4,526    635    40,701
CAM, levies and management fees
6,504    1,776    1,950    6,812    —      17,042

Total mall revenues
45,377    32,245    11,452    38,021    973    128,068
Mall operating expenses:

Common area maintenance
4,016    1,498    1,486    5,977    359    13,336
Management fees and other direct operating expenses
1,597    269    319    1,597    201    3,983

Mall operating expenses
5,613    1,767    1,805    7,574    560    17,319
Property taxes⁽⁴⁾
371    —      —      1,755    281    2,407
Provision for (recovery of) doubtful accounts
56    29    29    (2 ) —      112

Mall-related expenses⁽⁵⁾
6,040    1,796    1,834    9,327    841    19,838
For the three months ended
September 30, 2012

Mall revenues:

Minimum rents⁽³⁾
$ 20,968    $ 5,511    $ 2,698    $ 27,396    $ 204    $ 56,777
Overage rents
9,879    16,309    32    4,719    207    31,146
CAM, levies and management fees
5,499    1,292    963    7,555    —      15,309

Total mall revenues
36,346    23,112    3,693    39,670    411    103,232
Mall operating expenses:

Common area maintenance
4,100    1,029    698    6,638    289    12,754
Management fees and other direct operating expenses
1,692    275    307    1,599    39    3,912

Mall operating expenses
5,792    1,304    1,005    8,237    328    16,666
Property taxes⁽⁴⁾
—      —      —      1,349    174    1,523
Provision for (recovery of) doubtful accounts
(109 ) (29 ) 13    61    —      (64 )

Mall-related expenses⁽⁵⁾
5,683    1,275    1,018    9,647    502    18,125

The Grand
Canal Shoppes at
The Venetian
Macao The Shoppes at
Four Seasons The Shoppes at
Sands Cotai
Central⁽¹⁾ The Shoppes at
Marina Bay
Sands The Outlets at
Sands
Bethlehem⁽²⁾ Total
For the nine months ended
September 30, 2013

Mall revenues:

Minimum rents⁽³⁾
$ 74,088    $ 35,905    $ 17,264    $ 77,923    $ 874    $ 206,054
Overage rents
20,130    26,719    5,187    9,938    1,385    63,359
CAM, levies and management fees
18,429    5,347    5,625    22,708    —      52,109

Total mall revenues
112,647    67,971    28,076    110,569    2,259    321,522
Mall operating expenses:

Common area maintenance
11,881    4,050    4,197    19,253    956    40,337
Management fees and other direct operating expenses
5,105    1,012    865    4,943    462    12,387

Mall operating expenses
16,986    5,062    5,062    24,196    1,418    52,724
Property taxes⁽⁴⁾
371    —      —      5,355    811    6,537
Provision for (recovery of)
doubtful accounts
(363 ) 184    (93 ) (5 ) —      (277 )

Mall-related expenses⁽⁵⁾
16,994    5,246    4,969    29,546    2,229    58,984
For the nine months ended
September 30, 2012

Mall revenues:

Minimum rents⁽³⁾
$ 59,487    $ 16,259    $ 4,794    $ 81,102    $ 723    $ 162,365
Overage rents
18,422    34,731    32    7,879    450    61,514
CAM, levies and management fees
15,865    3,928    2,119    22,599    —      44,511

Total mall revenues
93,774    54,918    6,945    111,580    1,173    268,390
Mall operating expenses:

Common area maintenance
11,870    2,976    1,206    18,861    773    35,686
Management fees and other direct operating expenses
5,477    1,600    976    6,905    121    15,079

Mall operating expenses
17,347    4,576    2,182    25,766    894    50,765
Property taxes⁽⁴⁾
—      —      —      4,041    461    4,502
Provision for (recovery of)
doubtful accounts
(253 ) 310    35    73    —      165

Mall-related expenses⁽⁵⁾
17,094    4,886    2,217    29,880    1,355    55,432



	Shoppes at Venetian			Shoppes at Four Seasons		Shoppes at Cotai Central			The Shoppes at Marina Bay Sands		The Outlets at Sands Bethlehem⁽¹⁾		Total
For the three months ended March 31, 2014
Mall revenues:
Minimum rents⁽²⁾	$	31,300		$	19,779	$	5,934		$	29,025	$	390	$	86,428
Overage rents	341			1,495		372			2,487		241		4,936
CAM, levies and management fees	6,499			1,751		2,414			7,003		—		17,667
Total mall revenues	38,140			23,025		8,720			38,515		631		109,031
Mall operating expenses:
Common area maintenance	3,968			1,231		1,380			5,962		314		12,855
Management fees and other direct operating expenses	1,858			454		333			1,749		114		4,508
Mall operating expenses	5,826			1,685		1,713			7,711		428		17,363
Property taxes⁽³⁾	1,114			—		—			1,757		271		3,142
Provision for (recovery of) doubtful accounts	139			78		(21		)	258		—		454
Mall-related expenses⁽⁴⁾	7,079			1,763		1,692			9,726		699		20,959
For the three months ended March 31, 2013
Mall revenues:
Minimum rents⁽²⁾	$	23,605		$	7,545	$	5,778		$	26,498	$	269	$	63,695
Overage rents	675			988		318			2,493		320		4,794
CAM, levies and management fees	5,577			1,757		1,834			7,804		—		16,972
Total mall revenues	29,857			10,290		7,930			36,795		589		85,461
Mall operating expenses:
Common area maintenance	3,517			1,179		1,320			6,530		269		12,815
Management fees and other direct operating expenses	1,835			427		335			1,736		110		4,443
Mall operating expenses	5,352			1,606		1,655			8,266		379		17,258
Property taxes⁽³⁾	—			—		—			1,810		263		2,073
Provision for (recovery of) doubtful accounts	(24		)	120		18			21		—		135
Mall-related expenses⁽⁴⁾	5,328			1,726		1,673			10,097		642		19,466

____________________

~~(1)~~

~~Phases I and II of The Shoppes at Sands Cotai Central opened in April and September 2012, respectively.~~

~~(2)~~

(1)

Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.

~~(3)~~
(2)	Minimum rents include base rents and straight-line adjustments of base rents.

~~(4)~~
(3)	Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao and we are currently in the process of requesting an extension from the Macao government.

~~(5)~~
(4)	Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. In the tables above, we believe that taking total mall revenues less mall- related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Development Projects

Macao

We submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under our gaming subconcession), a hotel with over 3,000 rooms and ~~shopping mall.~~suites and retail,

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entertainment, dining and meeting facilities. We expect the cost to design, develop and construct The Parisian Macao to be approximately $2.7 billion, inclusive of payments made for the land premium. We commenced construction activities and have capitalized costs of ~~$284.6~~$464.8 million, including the land premium (net of amortization), and $44.1 million in outstanding construction payables, as of ~~September 30, 2013.~~March 31, 2014. In addition, we will be completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macao government.

As of ~~September 30, 2013,~~March 31, 2014, we have capitalized an aggregate of ~~$8.78~~$9.13 billion in construction costs and land premiums (net of amortization) for our Cotai Strip developments, which include The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations. In addition to funding phases I and II of Sands Cotai Central with borrowings under our $3.7 billion Macao credit facility, we may need to arrange additional financing to fund the balance of our Cotai Strip developments.

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. We have received land concessions from the Macao government to build on parcels 1, 2, 3 and 5 and 6, including the sites on which The Venetian Macao, Sands Cotai Central and Four Seasons Macao are, and The Parisian Macao will be, located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.

Under our land concession for ~~Sands Cotai Central,~~The Parisian Macao, we are required to complete the development by ~~May 2014. We will be applying for an extension from the Macao government to complete Sands Cotai Central, as we will be unable to meet the May 2014 deadline.~~April 2016. The land concession for ~~The Parisian Macao~~Sands Cotai Central contains a similar requirement, which was extended by the Macao government in ~~July 2012,~~April 2014, that the development be completed by ~~April~~December 2016. Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by ~~April 2016,~~their respective deadlines, we would ~~then also~~ expect to apply for another extension from the Macao government. If we are unable to meet ~~The Parisian Macao deadline~~the current deadlines and the deadlines for either development are not extended, we could lose our land concessions for The Parisian Macao or Sands Cotai Central, ~~or The Parisian Macao,~~ 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 ~~$4.09~~$464.8 million or $4.20 billion ~~or $284.6 million~~ in capitalized construction costs and land premiums (net of amortization), as of ~~September 30, 2013,~~March 31, 2014, related to The Parisian Macao and Sands Cotai Central, ~~and The Parisian Macao,~~ 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 ~~September 30, 2013,~~March 31, 2014, we have capitalized construction costs of ~~$178.8~~$178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management ~~decide~~decides to abandon the project, we could record a charge for ~~all or~~ some portion of the ~~$178.8~~$178.6 million in capitalized construction costs as of ~~September 30, 2013.~~

March 31, 2014.

Other

We continue to aggressively pursue ~~a variety of~~ new development opportunities ~~around the world.~~

globally.

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Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

   Nine Months Ended
September 30,
   2013 2012
   (In thousands)
Net cash generated from operating activities
   $ 3,160,783    $ 2,172,833


Cash flows from investing activities:

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


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


Cash flows from financing activities:

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


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


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


Increase (decrease) in cash and cash equivalents
   $ 696,354    $ (157,303 )

Three Months Ended March 31,
2014 2013
(In thousands)
Net cash generated from operating activities $ 1,132,627
$ 885,518
Cash flows from investing activities:
Change in restricted cash and cash equivalents 948
(294 )
Capital expenditures (251,727 ) (197,191 )
Proceeds from disposal of property and equipment 541
426
Net cash used in investing activities (250,238 ) (197,059 )
Cash flows from financing activities:
Proceeds from exercise of stock options 32,115
11,955
Excess tax benefits from stock-based compensation 4,112
1,525
Repurchase of common stock (734,363 ) —
Dividends paid (915,072 ) (495,820 )
Distributions to noncontrolling interests (2,579 ) (2,174 )
Proceeds from long-term debt 1,319,725
—
Repayments on long-term debt (828,063 ) (334,578 )
Payments of deferred financing costs (57,255 ) —
Net cash used in financing activities (1,181,380 ) (819,092 )
Effect of exchange rate on cash 1,979
(2,385 )
Decrease in cash and cash equivalents $ (297,012 ) $ (133,018 )

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 ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, increased ~~$988.0~~$247.1 million compared to the ~~nine~~three months ended ~~September 30, 2012.~~March 31, 2013. The increase was primarily attributable to the increase in operating cash flows generated from our Macao operations.

Cash Flows — Investing Activities

Capital expenditures for the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, totaled ~~$599.5~~$251.7 million, including ~~$396.6~~$210.2 million for construction and development activities in Macao, which consisted primarily of ~~$176.3~~$95.4 million for The Parisian Macao and $76.1 million for Sands Cotai ~~Central and $133.7 million for The Parisian Macao; $122.9 million in Singapore; $40.8~~Central; $15.8 million at our Las Vegas Operating Properties; $12.7 million in Singapore and ~~$39.2~~$13.0 million for corporate and other activities. Additionally, during the nine months ended September 30, 2013, we paid SGD 57.0 million (approximately $45.4 million at exchange rates in effect on September 30, 2013) to renew our Singapore gaming license.

Cash Flows — Financing Activities

Net cash flows used in financing activities were ~~$1.81~~$1.18 billion for the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, which was primarily attributable to ~~$1.28 billion~~$915.1 million in dividend payments ~~repayments of $430.5 million on our 2012 Singapore Credit Facility~~ and ~~$211.2~~$734.4 million in common stock ~~repurchases.~~

repurchases, partially offset by proceeds of $500.0 million from our 2013 U.S. Revolving Facility.

As of ~~September 30, 2013,~~March 31, 2014, we had ~~$938.2 million~~$1.73 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of ~~credit and outstanding banker’s guarantees.~~

~~Development~~credit.

Capital Financing ~~Strategy~~

Overview

Through ~~September 30, 2013,~~March 31, 2014, we have funded our development projects primarily through borrowings under our U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.

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Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility, which was amended in December 2013, requires our Las Vegas operations to comply with ~~certain~~a financial ~~covenants~~covenant at the end of each quarter ~~including maintaining~~to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is ~~5.0x~~5.5x for all quarterly periods 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. Our Macao credit facility, which was amended in March 2014 (See “Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements —Note 3 — Long-term Debt — 2011 VML Credit Facility"), also requires our Macao operations to comply with similar financial covenants commencing with the quarterly period ending June 30, 2014, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is ~~4.0x for the quarterly period ended September 30, 2013, decreases to 3.5x~~4.5x for the quarterly periods ending ~~March 31~~June 30, 2014 through September 30, 2015, decreases to 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, and then decreases to, and remains at, ~~3.0x~~3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is ~~4.0x for the quarterly period ended September 30, 2013, decreases to~~ 3.5x for the quarterly periods ending ~~December~~March 31 ~~2013~~ through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of ~~September 30, 2013,~~March 31, 2014, our U.S.~~, Macao~~ and Singapore leverage ratios were ~~1.0x, 1.2x~~1.3x and ~~2.7x,~~2.8x, respectively, compared to the maximum leverage ratios allowed of ~~5.0x, 4.0x~~5.5x and ~~4.0x,~~3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately ~~$3.21~~$3.30 billion and restricted cash and cash equivalents of approximately ~~$7.3~~$5.9 million as of ~~September 30, 2013,~~March 31, 2014, of which approximately ~~$2.74~~$2.73 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the ~~$2.74~~$2.73 billion, approximately ~~$2.03~~$2.18 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of our credit facilities. We may ~~need~~elect to arrange additional financing to fund the balance of our Cotai Strip developments.

During the nine months ended September 30, 2013, we repaid the outstanding balance under our 2012 Singapore Revolving Facility and had net borrowings of $50.0 million under our Senior Secured Extended Revolving Facility. As of September 30, 2013, $1.22 billion of borrowings under the Senior Secured Credit Facility is due within the next 12 months. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.

In February 2014, we borrowed $500.0 million under our 2013 U.S. Revolving Facility. In March 2014, we amended our 2011 VML Credit Facility, which extended the maturity to March 31, 2020, and provided for revolving loan commitments of $2.0 billion, which will be used to fund the development, construction and completion of Sands Cotai Central and The Parisian Macao, and for working capital requirements and general corporate purposes (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”).

On February ~~28 and June��21, 2013,~~26, 2014, SCL paid a dividend of ~~0.67~~0.87 Hong Kong dollars (“HKD”) per share and a special dividend of HKD ~~0.66~~0.77 per share, respectively (a total of ~~$1.38~~$1.71 billion) to SCL shareholders (of which we retained ~~$970.2 million)~~$1.20 billion). On March ~~29, June 28 and September 28, 2013,~~31 2014, we paid a dividend of ~~$0.35~~$0.50 per common share as part of a regular cash dividend program. During the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, we recorded ~~$866.4~~$405.8 million as a distribution against retained earnings (of which ~~$453.1~~$215.8 million related to our Principal Stockholder’s ~~family)~~family and the remaining $190.0 million related to all other shareholders). In ~~October 2013,~~April 2014, our Board of Directors declared a quarterly dividend of ~~$0.35~~$0.50 per common share (a total estimated to be approximately ~~$287~~$405 million) to be paid on ~~December 31, 2013,~~June 30, 2014, to shareholders of record on ~~December~~June 20, ~~2013.~~2014. We ~~intend to increase the quarterly~~expect this level of dividend to ~~$0.50 per common share, beginning in~~continue quarterly through the ~~first quarter~~remainder of 2014.

In June 2013, our Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, we repurchased ~~5,479,601~~10,023,353 shares of our common stock for ~~$346.3~~$810.0 million (including commissions) under this program. All share repurchases of our common stock have been recorded as treasury shares.

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Aggregate Indebtedness and Other Known Contractual Obligations

As of ~~September 30, 2013,~~March 31, 2014, there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2013, with the exception of the ~~following:~~

~~repayment~~amendment of ~~$327.6 million outstanding balance under~~ our ~~2012 Singapore Revolving~~2011 VML Credit Facility ~~(which would have matured in December 2017 with no interim amortization);~~(see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”) and

~~net~~ borrowings of ~~$50.0~~$500.0 million under our ~~Senior Secured Extended~~2013 U.S. Revolving Facility (which matures in ~~May 2014~~December 2018 with no interim amortization).

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.

Inflation

We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past year.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:

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

our ~~substantial~~ leverage, debt service and debt covenant compliance, ~~(including~~including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our ~~indebtedness);~~

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 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;

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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;

our ability to collect gaming receivables from our credit players;

our dependence on chance and theoretical win rates;

fraud and cheating;

our ability to establish and protect our IP rights;

conflicts of interest that arise because certain of our directors and officers are also directors of SCL;

government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;

increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, ~~and~~ potential additional gaming ~~licenses;~~

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

online gaming;

the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;

new taxes, changes to existing tax rates or proposed changes in tax legislation;

our ability to maintain our gaming licenses, certificate and subconcession;

the continued services of our key management and personnel;

any potential conflict between the interests of our Principal Stockholder and us;

the ability of our subsidiaries to make distribution payments to us;

our failure to maintain the integrity of our ~~internal~~customer or ~~customer data;~~

company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;

the completion of infrastructure projects in ~~Macao~~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.

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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 ~~September 30, 2013,~~March 31, 2014, LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the twelve months ending ~~September 30:~~

March 31:



	2015			2016			2017			2018			2019			Thereafter			Total			Fair Value⁽¹⁾
	(Dollars in millions)
LIABILITIES
Long-term debt
Fixed rate	$	0.3		$	—		$	—		$	—		$	—		$	—		$	0.3		$	0.3
Average interest rate⁽²⁾	5.0		%	—			—			—			—			—			5.0		%
Variable rate	$	299.9		$	737.7		$	1,066.8		$	1,429.0		$	2,101.0		$	4,623.7		$	10,258.1		$	10,098.9
Average interest rate⁽²⁾	1.9		%	1.8		%	1.8		%	1.8		%	1.7		%	2.1		%	1.9		%
ASSETS
Cap agreements⁽³⁾	$	—		$	—		$	0.1		$	—		$	—		$	—		$	0.1		$	0.1

   2014 2015 2016 2017 2018 Thereafter Total Fair Value⁽¹⁾
   (Dollars in millions)
LIABILITIES

Long-term debt

Fixed rate
   $ 0.9    $ 0.4    $ —      $ —      $ —      $ —      $ 1.3    $ 1.3
Average interest rate⁽²⁾
   5.0 % 5.0 % —   % —   % —   % —   % 5.0 %
Variable rate
   $ 1,296.0    $ 1,333.5    $ 1,991.2    $ 4,013.5    $ 1,099.8    $ —      $ 9,734.0    $ 9,682.9
Average interest rate⁽²⁾
   1.8 % 1.8 % 1.9 % 2.1 % 1.9 % —   % 2.0 %
ASSETS

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

~~(1)~~
(1)	The estimated fair values are based on ~~quoted market~~level 2 inputs (quoted prices ~~if available, or by pricing models based on the value of related cash flows discounted at current market interest rates.~~ in markets that are not active).

~~(2)~~
(2)	Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on ~~variable-rate~~variable rate debt levels as of ~~September 30, 2013,~~March 31, 2014, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately ~~$94.0~~$89.3 million.

~~(3)~~
(3)	As of ~~September 30, 2013,~~March 31, 2014, we had 22 interest rate cap agreements with an aggregate fair value of approximately ~~$0.2~~$0.1 million based on quoted market values from the institutions holding the agreements.

Borrowings under the U.S. credit facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. The ~~portions of the~~ revolving facility and term ~~loans that were not extended~~loan 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 (term loan is subject to a Eurodollar floor of 0.75%) plus ~~2.0%~~1.5% per annum orand 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, as amended, bear interest at either the adjusted Eurodollar rate or HIBOR 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%~~that ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to ~~2.25%~~2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. The credit spread is based on a specified consolidated ~~leverage.~~leverage ratio. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum, which spread is subject to a reduction based on a ratio of debt to Adjusted EBITDA. Borrowings under the airplane financings bear interest at LIBOR plus approximately 1.5% per annum.

Foreign currency transaction ~~gains~~losses for the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, were $4.9 million. We may be vulnerable to changes in the U.S. dollar/pataca exchange rate. Based on balances as of ~~September 30, 2013,~~March 31, 2014, an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately ~~$14.8~~$13.5 million. We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.

See also “Liquidity and Capital Resources.”

ITEM 4 —CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Accounting Officer (Principal Financial Officer) have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of ~~September 30, 2013,~~March 31, 2014, and have concluded that they are effective at the reasonable assurance level.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon

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certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had, or was reasonably likely to have, a material effect on the Company’s internal control over financial reporting.

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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, ~~2012,~~2013, and “Part I — Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 1A —RISK FACTORS

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, ~~2012.~~

2013.

ITEM 2 —UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended ~~September 30, 2013:~~

Period
   Total
Number of
Shares
Purchased    Weighted
Average
Price Paid
per Share⁽¹⁾    Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program    Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in thousands)⁽²⁾
July 1, 2013 — July 31, 2013
   366,185       $ 54.62       366,185       $ 1,933,452
August 1, 2013 — August 31, 2013
   —         $ —         —         $ 1,933,452
September 1, 2013 — September 30, 2013
   4,230,370       $ 66.10       4,230,370       $ 1,653,830

March 31, 2014:



Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share⁽¹⁾		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in thousands)⁽²⁾
January 1, 2014 — January 31, 2014	—	$	—	—	$	1,429,609
February 1, 2014 — February 28, 2014	8,224,255	$	80.70	8,224,255	$	765,684
March 1, 2014 — March 31, 2014	1,799,098	$	81.25	1,799,098	$	619,471

~~(1)~~
(1)	Calculated excluding commissions.

~~(2)~~

(2)

On June 5, 2013, the Company announced a stock repurchase program pursuant to which the Company has been authorized to repurchase up to $2.0 billion of its outstanding common stock. As of ~~September 30, 2013,~~March 31, 2014, approximately ~~$1.65 billion~~$619.5 million of shares remained available for repurchase. The stock repurchase program will expire on June 5, 2015. All repurchases under the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal securities laws. All share repurchases of the Company’s common stock have been recorded as treasury shares.

Table of Contents

ITEM 6 —EXHIBITS

List of Exhibits



Exhibit No.		Description of Document

~~31.1~~
10.1		Amendment and Restatement Agreement dated as of March 25, 2014, among VML US Finance LLC, as Borrower, Guarantors Party Hereto, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent and Collateral Agent.

10.2		Letter of Appointment for Executive, dated August 4, 2010, between Venetian Macau Limited and Edward M. Tracy.

10.2.1		Contract Renewal, dated May 10, 2012, between Venetian Macau Limited and Edward Matthew Tracy.

10.2.2		Contract Renewal, dated May 1, 2013, between Venetian Macau Limited and Edward Matthew Tracy.

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

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

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

~~101.INS~~
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

Table of Contents

LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


			~~LAS VEGAS SANDS CORP.~~

~~November 7, 2013~~	LAS VEGAS SANDS CORP.

May 7, 2014	By:	~~By:~~		/s/ Sheldon G. Adelson
		Sheldon G. Adelson
			~~Sheldon G. Adelson~~
					Chairman of the Board and Chief Executive Officer

~~November 7, 2013~~
May 7, 2014	By:	~~By:~~		/s/ Michael A. Quartieri
		Michael A. Quartieri
			~~Michael A. Quartieri~~
					Chief Accounting Officer (Principal Financial Officer)


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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

Diluted	$	0.76		$	0.42		$	2.09		$	1.32

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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


	Nine Months Ended September 30,⁽¹⁾
	2013			2012			Change
	(Mall revenues in thousands)
Macao Operations:
*The Grand Canal Shoppes at The Venetian Macao*
Total mall revenues	$	112,647		$	93,774			20.1	%
Mall gross leasable area (in square feet)		756,271			809,024			(6.5	)%
Occupancy		94.2	%		91.7	%		2.5	pts
Base rent per square foot	$	167		$	140			19.3	%
Tenant sales per square foot	$	1,473		$	1,186			24.2	%
**The Shoppes at Sands Cotai Central⁽²⁾**
Total mall revenues	$	28,076		$	6,945			304.3	%
Mall gross leasable area (in square feet)		210,143			210,143			—	%
Occupancy		100.0	%		100.0	%		—	pts
Base rent per square foot	$	120		$	131			(8.4	)%
**The Shoppes at Four Seasons⁽³⁾**
Total mall revenues	$	67,971		$	54,918			23.8	%
Mall gross leasable area (in square feet)		241,416			189,088			27.7	%
Occupancy		90.7	%		91.2	%		(0.5	)pts
Base rent per square foot	$	336		$	150			124.0	%
Tenant sales per square foot	$	4,769		$	4,353			9.6	%
Singapore Operations:
**The Shoppes at Marina Bay Sands⁽⁴⁾**
Total mall revenues	$	110,569		$	111,580			(0.9	)%
Mall gross leasable area (in square feet)		641,442			631,024			1.7	%
Occupancy		88.7	%		96.2	%		(7.5	)pts
Base rent per square foot	$	195		$	216			(9.7	)%
Tenant sales per square foot	$	1,556		$	1,366			13.9	%
U.S. Operations:
**The Outlets at Sands Bethlehem⁽⁵⁾**
Total mall revenues	$	2,259		$	1,173			92.6	%
Mall gross leasable area (in square feet)		134,907			129,216			4.4	%
Occupancy		87.6	%		71.3	%		16.3	pts
Base rent per square foot	$	24		$	—			—	%


	The Grand Canal Shoppes at The Venetian Macao			The Shoppes at Four Seasons			The Shoppes at Sands Cotai Central⁽¹⁾		The Shoppes at Marina Bay Sands			The Outlets at Sands Bethlehem⁽²⁾		Total
For the three months ended September 30, 2013
Mall revenues:
Minimum rents⁽³⁾	$	25,990		$	11,571		$	5,743	$	26,683		$	338	$	70,325
Overage rents		12,883			18,898			3,759		4,526			635		40,701
CAM, levies and management fees		6,504			1,776			1,950		6,812			—		17,042

Total mall revenues		45,377			32,245			11,452		38,021			973		128,068

Mall operating expenses:
Common area maintenance		4,016			1,498			1,486		5,977			359		13,336
Management fees and other direct operating expenses		1,597			269			319		1,597			201		3,983

Mall operating expenses		5,613			1,767			1,805		7,574			560		17,319
Property taxes⁽⁴⁾		371			—			—		1,755			281		2,407
Provision for (recovery of) doubtful accounts		56			29			29		(2	)		—		112

Mall-related expenses⁽⁵⁾		6,040			1,796			1,834		9,327			841		19,838
For the three months ended September 30, 2012
Mall revenues:
Minimum rents⁽³⁾	$	20,968		$	5,511		$	2,698	$	27,396		$	204	$	56,777
Overage rents		9,879			16,309			32		4,719			207		31,146
CAM, levies and management fees		5,499			1,292			963		7,555			—		15,309

Total mall revenues		36,346			23,112			3,693		39,670			411		103,232

Mall operating expenses:
Common area maintenance		4,100			1,029			698		6,638			289		12,754
Management fees and other direct operating expenses		1,692			275			307		1,599			39		3,912

Mall operating expenses		5,792			1,304			1,005		8,237			328		16,666
Property taxes⁽⁴⁾		—			—			—		1,349			174		1,523
Provision for (recovery of) doubtful accounts		(109	)		(29	)		13		61			—		(64	)

Mall-related expenses⁽⁵⁾		5,683			1,275			1,018		9,647			502		18,125

Large accelerated filer

Accelerated filer

~~Non-accelerated filer~~

Non-accelerated filer

¨ ~~(Do~~(Do not check if a smaller reporting company)

Smaller reporting company