LVS 10-Q Quarterly Report March 31, 2014 | Alphaminr
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LVS 10-Q Quarter ended March 31, 2014

Balance Sheet
Cash Flow
Income Statement
Debt
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10-Q 1 lvs-03312014x10q.htm 10-Q LVS-03.31.2014-10Q
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
Form 10-Q
____________________________________________________
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32373
____________________________________________________
LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its charter)
____________________________________________________
Nevada
27-0099920
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3355 Las Vegas Boulevard South
Las Vegas, Nevada
89109
(Address of principal executive offices)
(Zip Code)
(702) 414-1000
(Registrant’s telephone number, including area code)
____________________________________________________
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No ý
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Class
Outstanding at April 30, 2014
Common Stock ($0.001 par value)
807,872,356 shares


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

2

PART 1 FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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.

3

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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.

4

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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.


5

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

$
—

$
6,237,488

$
263,078

$
560,452

$
1,596,570

$
8,658,412

Net income
—

—

—

—

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.


6

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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.

7

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2013 , and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”
The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China) are listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares were not, and will not, be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.
Operations
Macao
The Company currently owns 70.2% 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 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 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 923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.
The Company owns the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, the Company opened the first hotel tower on parcel 5, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand. The Company also opened approximately 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000 -square-foot casino and VIP gaming areas, all of which are operated by the Company. In September 2012, the Company opened the first hotel tower on parcel 6, consisting of approximately 1,800 rooms and suites under the Sheraton brand, and opened the second casino and additional retail, entertainment, dining and meeting facilities, which are operated by the Company. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately 2,100 rooms and suites under the Sheraton brand. The Company has begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $700 million . Upon completion of the project, the integrated resort will feature approximately 350,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in early 2015). As of March 31, 2014 , the Company has capitalized costs of $4.20 billion for the entire project, including the land premium (net of amortization) and $68.3 million in outstanding construction payables.
The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites under the Four Seasons brand and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao and located on parcel 2, the “Four Seasons Macao”), which features approximately 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

8
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 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.
United States
Las Vegas
The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP,” see “— Note 2 — Property and Equipment, Net”).
Pennsylvania
The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300 -room hotel tower; a 150,000 -square-foot retail facility; an arts and cultural center; and a 50,000 -square-foot multipurpose event center. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.
Development Projects
Macao
The Company submitted plans to the Macao government for The Parisian Macao (located on parcel 3), an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under the Company’s gaming subconcession), a hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion , inclusive of payments made for the land premium. The Company has commenced construction activities and has capitalized costs of $464.8 million , including the land premium (net of amortization) and $44.1 million in outstanding construction payables, as of 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 The Parisian Macao, the Company is required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement, which was extended by the Macao government in April 2014, that the development be completed by December 2016. Should the Company determine that it is unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, the Company would expect to apply for another extension from the Macao government. If the Company is unable to meet the current deadlines and the deadlines for either development are not extended, the Company could lose its land concessions for The Parisian Macao or Sands Cotai Central, which

9
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 $464.8 million or $4.20 billion in capitalized construction costs and land premiums (net of amortization), as of March 31, 2014 , related to The Parisian Macao and Sands Cotai Central, respectively.
United States
The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. As of March 31, 2014 , the Company has capitalized construction costs of $178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of March 31, 2014 .
Other
The Company continues to aggressively pursue new development opportunities globally.
Capital Financing Overview
Through 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 Company held unrestricted cash and cash equivalents of $3.30 billion and restricted cash and cash equivalents of $5.9 million as of 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 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. The Company is no longer evaluating strategic alternatives related to its Pennsylvania operations. In December 2013, the Company entered into its $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility. In March 2014, the Company amended its Macao credit facility, which extended a portion of the term loans under the facility to March 2020 and provides for revolving loan commitments of $2.0 billion (see “— Note 3 — Long-term Debt — 2011 VML Credit Facility”).
Recent Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board issued an accounting standard update that amends the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The amendment should be applied prospectively and is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. The adoption of this guidance will not have a material effect on the Company's financial condition, results of operations or cash flows.

10
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 2 — PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following (in thousands):
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):
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 $332.1 million in other construction in progress as of 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 transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $236.4 million (net of $75.0 million of accumulated depreciation) as of 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 months ended March 31, 2014 and 2013 , the Company capitalized interest expense of $1.7 million and $1.8 million , respectively. During the three months ended March 31, 2014 and 2013 , the Company capitalized approximately $7.9 million and $5.7 million , respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

11
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 3 — LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
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 March 31, 2014 , the Company had $154.3 million of available borrowing capacity under the 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 March 31, 2014 , the Company had $1.18 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility.
Commencing with the quarterly period ending June 30, 2017 , and at the end of each subsequent quarter through March 31, 2018, the 2011 VML Credit Facility, as amended, requires the borrower to repay the outstanding Extended 2011 VML Term Facility on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of March 31, 2014 (the “Restatement Date”). Commencing with the quarterly period ending on June 30, 2018, and at the end of each subsequent quarter through March 31, 2019, the borrower is required to repay the outstanding Extended 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
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 March 31, 2014 , the Company had 492.9 million Singapore dollars ("SGD," approximately $391.0 million at exchange rates in effect on March 31, 2014 ) of available borrowing capacity under the 2012 Singapore Credit Facility, net of outstanding letters of credit.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):
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 March 31, 2014 and December 31, 2013 , was approximately $10.10 billion and $9.72 billion , respectively, compared to its carrying value of $10.26 billion and $9.74 billion , respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).
NOTE 4 — EQUITY AND EARNINGS PER SHARE
Common Stock
Dividends
On March 31, 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, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the three months ended March 31, 2013 , the Company recorded $288.7 million as a distribution against retained earnings (of which $151.0 million related to the Principal Stockholder’s family and the remaining $137.7 million related to all other shareholders).

13
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

In April 2014, the Company’s Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $405 million ) to be paid on June 30, 2014, to shareholders of record on June 20, 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 three months ended March 31, 2014 , the Company repurchased 10,023,353 shares of its common stock for $810.0 million (including commissions) under this program. 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.
Noncontrolling Interests
On February 26, 2014, SCL paid a dividend of 0.87 Hong Kong dollars ("HKD") and a special dividend of HKD 0.77 per share (a total of $1.71 billion ) to SCL shareholders (of which the Company retained $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 three months ended March 31, 2014 and 2013 , the Company distributed $2.6 million and $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
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 March 31, 2014 and December 31, 2013 , accumulated other comprehensive income consisted solely of foreign currency translation adjustments.
NOTE 5 — VARIABLE INTEREST ENTITIES
The Company consolidates any variable interest entities (“VIEs”) in which it is the primary beneficiary and discloses significant variable interests in VIEs 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.

14
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

As of March 31, 2014 and December 31, 2013 , the Company’s joint ventures had total assets of $87.7 million and $103.9 million , respectively, and total liabilities of $114.3 million and $125.4 million , respectively.
NOTE 6 — INCOME TAXES
The Company’s major tax jurisdictions are the U.S., Macao and Singapore. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010, 2011 and 2012. The Company is subject to examination for tax years after 2008 in Macao and for tax years after 2009 in the U.S. and Singapore. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome, which would impact the provision for income taxes.
The Company does not consider the current year's tax earnings and profits of certain foreign subsidiaries to be permanently reinvested. The Company has not provided deferred taxes for these foreign earnings as the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income tax that would result from the repatriation of foreign earnings. The Company recorded valuation allowances on certain net deferred tax assets of its U.S. operations and certain foreign jurisdictions. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and to the extent it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will reduce the valuation allowance as appropriate.
In October 2013, the Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations . The Company will continue to benefit from this tax exemption through the end of 2018 . In February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013, that provided for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on 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 has requested an additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming 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 can be no assurance that the Company will receive the final requested agreement.

15
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 7 — STOCK-BASED EMPLOYEE COMPENSATION
Stock-based compensation activity under the LVSC 2004 and SCL Equity Plans is as follows (in thousands, except weighted average grant date fair values):
Three Months Ended
March 31,
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
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

16

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 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)
The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days .
(2)
As of March 31, 2014 and December 31, 2013 , the Company had 22 interest rate cap agreements, with an aggregate fair value of approximately $0.1 million and $0.2 million respectively, based on quoted market values from the institutions holding the agreements.
NOTE 9 — COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.
On October 15, 2004, Richard Suen and Round Square Company Limited (“RSC”) filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District Court of Clark County”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million . On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court of Clark County granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of RSC in the amount of $70.0 million . On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court of Clark County requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court of Clark County denied the Company’s motion. On October 17, 2013, the 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 . On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company's opening appellate brief with the 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

17
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 Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court of Clark County granted defendants motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court of Clark County ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28 th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28 th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28 th Order by the District Court of Clark County until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court of Clark County scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18 th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18 th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18 th Order. On June 28, 2013, the District Court of Clark County vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs (each of which have been fully briefed to the Nevada Supreme Court as of the date of this filing). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court of Clark County’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court has taken both matters under advisement pending a decision. On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court of Clark County, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ. 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. 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.

18
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

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 March 31, 2014 .
The investigation by the Audit Committee is complete. The Company is cooperating with all investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter, the extent of materiality, or the range of reasonably possible loss, if any.
On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing Defendants’ Motion for Partial Reconsideration of the Court’s Order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiff filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants motions to dismiss. On December 13, 2013, the defendants filed their answer to the second amended complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to

19
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

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, and then on December 2, 2013, extended it again until March 3, 2014. On March 3, 2014, the Judge extended the stay until a status hearing set for September 4, 2014. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the Judge denied the motion to 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.
On January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court for the District of 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, each of whom was serving on the Company’s board of directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former

20
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss on February 13, 2014. On February 28, 2014, defendant Hipwell filed his motion to dismiss. On March 12, 2014, the plaintiff filed its response to the Company’s motion to dismiss and on March 26, 2014, the Company filed its reply. On March 31, 2014, the plaintiff filed its response to Hipwell’s motion to dismiss and on April 10, 2014, Hipwell filed his reply. On April 1, 2014, the plaintiff filed a renewed motion for expedited discovery (the first motion was filed on January 24, 2014 and dismissed by the Judge). The Company filed its response on April 18, 2014. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On March 6, 2014, the Board of Directors of the Company received a shareholder demand letter from a purported shareholder named the John F. Scarpa Foundation ("Scarpa"). This demand recites substantially the same allegations as the complaint filed in the Sokolowski 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 VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.4 million at exchange rates in effect on 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.
The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide

21
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

written reports to the USAO regarding certain of its casino-related activities. The amount was paid during the year ended December 31, 2013, and the matter has been closed.
On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the preliminary status of the investigations and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.
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 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 Company’s segment information as of March 31, 2014 and December 31, 2013 , and for the three months ended March 31, 2014 and 2013 , is as follows (in thousands):
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


22
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

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

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


23
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

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


24
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO 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, Venetian Marketing, Inc., Sands Expo & Convention Center, Inc. and Sands Pennsylvania, Inc. (collectively, the “Restricted Subsidiaries”), are all guarantors under the 2013 U.S. Credit Facility. The noncontrolling interest amounts included in the Restricted Subsidiaries’ condensed consolidating financial information are related to non-voting preferred stock of one of the subsidiaries held by third parties.
In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC (a subsidiary of VCR) was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain potential future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of $32.2 million (consisting of $236.4 million of property and equipment, offset by $268.6 million of liabilities consisting primarily of deferred proceeds from the sale) and $29.3 million (consisting of $239.3 million of property and equipment, offset by $268.6 million of liabilities consisting primarily of deferred proceeds from the sale) as of March 31, 2014 and December 31, 2013 , respectively, and a net loss (consisting primarily of depreciation expense) of $3.1 million and $3.2 million for the three months ended March 31, 2014 and 2013 , respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the 2013 U.S. Credit Facility.
In connection with the refinancing of the prior U.S. senior secured credit facility, there has been a change in the group of subsidiaries that are the Restricted Subsidiaries, to exclude Palazzo Condo Tower, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC. Accordingly, the Company has reclassified the prior periods to conform to the current presentation of the Restricted Subsidiaries.

25
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

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



26
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

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

$
315,489

$
3,234,745

$
—

$
3,600,414

Restricted cash and cash equivalents
—

—

6,839

—

6,839

Intercompany receivables
271,993

236,259

—

(508,252
)
—

Intercompany notes receivable
—

—

251,537

(251,537
)
—

Accounts receivable, net
11,815

295,333

1,454,962

—

1,762,110

Inventories
3,895

12,609

25,442

—

41,946

Deferred income taxes, net
7,509

37,233

—

(44,742
)
—

Prepaid expenses and other
21,311

11,592

71,327

—

104,230

Total current assets
366,703

908,515

5,044,852

(804,531
)
5,515,539

Property and equipment, net
155,806

3,056,678

12,146,469

—

15,358,953

Investments in subsidiaries
7,568,252

6,112,507

—

(13,680,759
)
—

Deferred financing costs, net
181

30,737

155,046

—

185,964

Intercompany receivables
483

38,931

—

(39,414
)
—

Intercompany notes receivable
—

1,081,710

—

(1,081,710
)
—

Deferred income taxes, net
—

—

—

13,821

13,821

Leasehold interests in land, net
—

—

1,428,819

—

1,428,819

Intangible assets, net
690

—

101,391

—

102,081

Other assets, net
264

22,288

96,535

—

119,087

Total assets
$
8,092,379

$
11,251,366

$
18,973,112

$
(15,592,593
)
$
22,724,264

Accounts payable
$
8,381

$
25,679

$
85,134

$
—

$
119,194

Construction payables
2,161

3,226

236,173

—

241,560

Intercompany payables
—

278,309

229,943

(508,252
)
—

Intercompany notes payable
251,537

—

—

(251,537
)
—

Accrued interest payable
77

224

6,250

—

6,551

Other accrued liabilities
54,071

224,759

1,916,036

—

2,194,866

Deferred income taxes
—

—

58,051

(44,742
)
13,309

Income taxes payable
—

17

176,661

—

176,678

Current maturities of long-term debt
3,688

24,892

348,927

—

377,507

Total current liabilities
319,915

557,106

3,057,175

(804,531
)
3,129,665

Other long-term liabilities
3,775

10,175

98,245

—

112,195

Intercompany payables
—

—

39,414

(39,414
)
—

Intercompany notes payable
—

—

1,081,710

(1,081,710
)
—

Deferred income taxes
39,523

54,668

65,199

13,821

173,211

Deferred amounts related to mall sale transactions
—

425,912

—

—

425,912

Long-term debt
63,672

2,823,269

6,495,811

—

9,382,752

Total liabilities
426,885

3,871,130

10,837,554

(1,911,834
)
13,223,735

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

7,379,831

6,300,928

(13,680,759
)
7,665,494

Noncontrolling interests
—

405

1,834,630

—

1,835,035

Total equity
7,665,494

7,380,236

8,135,558

(13,680,759
)
9,500,529

Total liabilities and equity
$
8,092,379

$
11,251,366

$
18,973,112

$
(15,592,593
)
$
22,724,264


27
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended 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


28
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended 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


29
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended 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
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended 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



31
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended 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



32
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended 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



33

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 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 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 923,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately 87.5% and 86.3% of the gross revenue at The Venetian Macao for the three months ended March 31, 2014 and 2013 , respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources.
We own the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, we opened the first hotel tower on parcel 5, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand. We also opened approximately 350,000 square feet of meeting space; several food and beverage establishments; along with the 230,000 -square-foot casino and VIP gaming areas, all of which are operated by us. In September 2012, we opened the first hotel tower on parcel 6, consisting of approximately 1,800 rooms and suites under the Sheraton brand, and opened the second casino and additional retail, entertainment, dining and meeting facilities, which are operated by us. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately 2,100 rooms and suites under the Sheraton brand. We have begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $700 million . Upon completion of the project, the integrated resort will feature approximately 350,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in early 2015). As of March 31, 2014 , we have capitalized costs of $4.20 billion for the entire project, including the land premium (net of amortization) and $68.3 million in outstanding construction payables. Approximately 85.4% and 86.7% of the gross revenue at Sands Cotai Central for the three months ended March 31, 2014 and 2013 , respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.
We own the Four Seasons Macao (located on parcel 2), which is adjacent and connected to The Venetian Macao. The Four Seasons Macao is an integrated resort that includes 360 rooms and suites under the Four Seasons brand and features 19 Paiza mansions; approximately 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

34

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 88.3% and 88.1% of the gross revenue at the Four Seasons Macao for the three months ended March 31, 2014 and 2013 , respectively, was derived from gaming activities, with the remainder derived primarily from mall, room and food and beverage operations.

We own and operate the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao includes approximately 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 93.9% and 94.2% of the gross revenue at the Sands Macao for the three months ended March 31, 2014 and 2013 , 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. Approximately 76.6% and 76.5% of the gross revenue at the Marina Bay Sands for the three months ended March 31, 2014 and 2013 , respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.
United States
Las Vegas
Our Las Vegas Operating Properties, situated on or near the Las Vegas Strip, consist of The Venetian Las Vegas, a Renaissance Venice-themed resort; The Palazzo, a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and approximately 225,000 square feet of gaming space. Our Las Vegas Operating Properties also feature a meeting and conference facility of approximately 1.1 million square feet; Canyon Ranch SpaClub facilities; a Paiza Club, offering services and amenities to premium customers, including luxurious VIP suites, spa facilities and private VIP gaming room facilities; entertainment facilities; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP”). See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net.”
Approximately 72.9% and 63.2% of gross revenue at our Las Vegas Operating Properties for the three months ended March 31, 2014 and 2013 , respectively, was derived from room, food and beverage and other non-gaming sources, with the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business.
Pennsylvania
We own and operate the Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center. We own 86% of the economic interest in the gaming, hotel and entertainment portion of the property through our ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through our ownership interest in Sands Bethworks Retail LLC. Approximately 88.6% and 88.9% of the gross revenue at Sands Bethlehem for the three months ended March 31, 2014 and 2013 , 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

35

that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2013 Annual Report on Form 10-K filed on February 28, 2014.
There were no newly identified significant accounting estimates during the three months ended March 31, 2014 , nor were there any material changes to the critical accounting policies and estimates discussed in our 2013 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”
Summary Financial Results
The following table summarizes our results of operations:
Three Months Ended 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.

36

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games, our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0% and our Non-Rolling Chip table games have produced a trailing 12-month win percentage (calculated before discounts) of 25.7% , 22.8% , 25.7% , 19.0% and 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 5.4% , 3.8% , 5.3% , 3.9% 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, 24.1% and 29.4% , respectively, of our table games play was conducted on a credit basis for the three months ended 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 22% to 30% for Baccarat and 14% to 18% for non-Baccarat. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 16.2% . Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.6% and 7.0% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month hold percentage. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 71.1% of our table games play at our Las Vegas Operating Properties, for three months ended 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.

37

Three Months Ended March 31, 2014 Compared to the Three Months Ended March 31, 2013
Operating Revenues
Our net revenues consisted of the following:
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 $4.01 billion for the three months ended March 31, 2014 , an increase of $707.7 million compared to $3.30 billion for the three months ended March 31, 2013 . The increase in net revenues was driven by an increase of $703.3 million at our Macao operating properties, primarily due to increased casino revenues.

38

Casino revenues increased $636.0 million compared to the three months ended March 31, 2013 . The increase is attributable to increases of $297.1 million at The Venetian Macao and $216.5 million at Sands Cotai Central, which were driven by increases in Non-Rolling Chip drop and Rolling Chip 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 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
%
—


39


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 $75.2 million compared to the three months ended March 31, 2013 . The increase is attributable to an increase of $33.2 million at Sands Cotai Central, due to 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 $14.6 million, $12.5 million and $10.9 million 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 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 $17.5 million compared to the three months ended March 31, 2013 . The increase was primarily attributable to a $16.2 million increase at our Macao operating properties, due to an increase in property visitation.

40

Mall revenues increased $23.6 million compared to the three months ended March 31, 2013 . The increase was primarily due to a $21.8 million increase at our Macao operating properties, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
Three Months Ended 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)
The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.
(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 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


Operating Expenses
The breakdown of operating expenses is as follows:
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 $2.87 billion for the three months ended March 31, 2014 , an increase of $390.5 million compared to $2.48 billion for the three months ended March 31, 2013 . The increase in operating expenses was primarily attributable to an increase in casino expenses at our Macao operating properties.
Casino expenses increased $341.3 million compared to the three months ended March 31, 2013 . Of the increase, $283.5 million was attributable to the 39.0% gross win tax on increased casino revenues at our Macao operating properties, as well as a $61.7 million increase in additional casino expenses at our Macao operating properties.
The provision for doubtful accounts was $61.9 million for the three months ended March 31, 2014 , compared to $64.7 million for the three months ended 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 $46.1 million compared to the three months ended March 31, 2013 . The increase was primarily attributable to a $30.9 million increase at our Macao operating properties and a $13.2 million increase at our Las Vegas Operating Properties.
Corporate expenses decreased $5.6 million compared to the three months ended March 31, 2013 , which was driven by a decrease in legal fees.

42

Adjusted Property EBITDA
Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments. Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):
Three Months Ended 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 $311.8 million compared to the three months ended March 31, 2013 . As previously described, the increase was primarily attributable to an increase in net revenues of $703.3 million at our Macao operating properties, partially offset by an increase of $283.5 million in gross win tax on increased casino revenues, as well as increases in the associated operating expenses.
Adjusted property EBITDA at Marina Bay Sands increased $38.4 million compared to the three months ended March 31, 2013 . The increase was primarily attributable to a $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 $33.8 million compared to the three months ended March 31, 2013 . The decrease was primarily attributable to a $29.6 million decrease in net revenues (excluding intersegment royalty revenue), driven by a decrease in casino revenues.
Adjusted property EBITDA at Sands Bethlehem decreased $3.3 million compared to the three months ended March 31, 2013 . The decrease was primarily attributable to a $5.7 million decrease in net revenues, driven by a decrease in casino revenues.
Interest Expense
The following table summarizes information related to interest expense on long-term debt:
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
%


43

Interest cost and interest expense remained relatively consistent compared to the three months ended March 31, 2013 , due to the similarities in our weighted average debt balance and weighted average interest rate.
Other Factors Effecting Earnings
Other expense was $4.7 million for the three months ended March 31, 2014 , compared to $2.1 million for the three months ended March 31, 2013 . The amounts in both periods were primarily attributable to foreign exchange 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 5.6% for the three months ended March 31, 2014 , compared to 7.3% for the three months ended March 31, 2013 . The effective income tax rate for the three months ended March 31, 2014 and 2013 , reflects a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, which will expire in 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 $220.5 million for the three months ended March 31, 2014 , compared to $132.0 million for the three months ended March 31, 2013 . These amounts are primarily related to the noncontrolling interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and Sands Bethlehem. Management believes that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, management fees and reimbursements for common area maintenance (“CAM”) and other expenditures.


44

The following tables summarize the results of our mall operations for the three months ended March 31, 2014 and 2013 (in thousands):
Shoppes at
Venetian
Shoppes at
Four Seasons
Shoppes at
Cotai Central
The Shoppes
at Marina Bay
Sands
The Outlets
at Sands
Bethlehem (1)
Total
For the three months ended 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)
Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
(2)
Minimum rents include base rents and straight-line adjustments of base rents.
(3)
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao and we are currently in the process of requesting an extension from the Macao government.
(4)
Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.
In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
Development Projects
Macao
We submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to include a gaming area (to be operated under our gaming subconcession), a hotel with over 3,000 rooms and suites and retail,

45

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 $464.8 million , including the land premium (net of amortization) and $44.1 million in outstanding construction payables, as of 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 March 31, 2014 , we have capitalized an aggregate of $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.
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 The Parisian Macao, we are required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement, which was extended by the Macao government in April 2014, that the development be completed by December 2016. Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, we would expect to apply for another extension from the Macao government. If we are unable to meet the current deadlines and the deadlines for either development are not extended, we could lose our land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge for all or some portion of the $464.8 million or $4.20 billion in capitalized construction costs and land premiums (net of amortization), as of March 31, 2014 , related to The Parisian Macao and Sands Cotai Central, respectively.
United States
We were constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We intend to recommence construction when demand and conditions improve. As of March 31, 2014 , we have capitalized construction costs of $178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, we could record a charge for some portion of the $178.6 million in capitalized construction costs as of March 31, 2014 .
Other
We continue to aggressively pursue new development opportunities globally.

46

Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
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 three months ended March 31, 2014 , increased $247.1 million compared to the three months ended 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 three months ended March 31, 2014 , totaled $251.7 million, including $210.2 million for construction and development activities in Macao, which consisted primarily of $95.4 million for The Parisian Macao and $76.1 million for Sands Cotai Central; $15.8 million at our Las Vegas Operating Properties; $12.7 million in Singapore and $13.0 million for corporate and other activities.
Cash Flows — Financing Activities
Net cash flows used in financing activities were $1.18 billion for the three months ended March 31, 2014 , which was primarily attributable to $915.1 million in dividend payments and $734.4 million in common stock repurchases, partially offset by proceeds of $500.0 million from our 2013 U.S. Revolving Facility.
As of March 31, 2014 , we had $1.73 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit.
Capital Financing Overview
Through 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.

47

Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility, which was amended in December 2013, requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility, which was amended in March 2014 (See “Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements —Note 3 — Long-term Debt — 2011 VML Credit Facility"), also requires our Macao operations to comply with similar financial covenants commencing with the quarterly period ending June 30, 2014, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ending June 30, 2014 through September 30, 2015, decreases to 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending March 31 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of March 31, 2014 , our U.S. and Singapore leverage ratios were 1.3x and 2.8x, respectively, compared to the maximum leverage ratios allowed of 5.5x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $3.30 billion and restricted cash and cash equivalents of approximately $5.9 million as of March 31, 2014 , of which approximately $2.73 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $2.73 billion, approximately $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 elect to arrange additional financing to fund the balance of our Cotai Strip developments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.
In 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 26, 2014, SCL paid a dividend of 0.87 Hong Kong dollars (“HKD”) per share and a special dividend of HKD 0.77 per share, respectively (a total of $1.71 billion) to SCL shareholders (of which we retained $1.20 billion). On March 31 2014, we 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, we recorded $405.8 million as a distribution against retained earnings (of which $215.8 million related to our Principal Stockholder’s family and the remaining $190.0 million related to all other shareholders). In April 2014, our Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $405 million) to be paid on June 30, 2014, to shareholders of record on June 20, 2014. We expect this level of dividend to continue quarterly through the remainder of 2014.
In June 2013, our Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the three months ended March 31, 2014, we repurchased 10,023,353 shares of our common stock for $810.0 million (including commissions) under this program. All share repurchases of our common stock have been recorded as treasury shares.


48

Aggregate Indebtedness and Other Known Contractual Obligations
As of 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, 2013 , with the exception of the amendment of our 2011 VML Credit Facility (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”) and borrowings of $500.0 million under our 2013 U.S. Revolving Facility (which matures in December 2018 with no interim amortization).
Restrictions on Distributions
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.
Inflation
We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past year.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:
•
general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;
•
our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness;
•
disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;
•
the extensive regulations to which we are subject to and the costs of compliance with such regulations;
•
increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;
•
our ability to meet certain development deadlines;
•
the uncertainty of tourist behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Pennsylvania;
•
regulatory policies in mainland China or other countries in which our customers reside, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
•
our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;
•
our relationship with GGP or any successor owner of the Grand Canal Shoppes;
•
new developments, construction and ventures, including our Cotai Strip developments;
•
the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;

49

•
our insurance coverage, including the risk that we have not obtained sufficient coverage or will only be able to obtain additional coverage at significantly increased rates;
•
disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;
•
our ability to collect gaming receivables from our credit players;
•
our dependence on chance and theoretical win rates;
•
fraud and cheating;
•
our ability to establish and protect our IP rights;
•
conflicts of interest that arise because certain of our directors and officers are also directors of SCL;
•
government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
•
increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;
•
the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;
•
new taxes, changes to existing tax rates or proposed changes in tax legislation;
•
our ability to maintain our gaming licenses, certificate and subconcession;
•
the continued services of our key management and personnel;
•
any potential conflict between the interests of our Principal Stockholder and us;
•
the ability of our subsidiaries to make distribution payments to us;
•
our failure to maintain the integrity of our customer or company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;
•
the completion of infrastructure projects in Macao; and
•
the outcome of any ongoing and future litigation.

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.

50

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on March 31, 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 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


_______________________________________
(1)
The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).
(2)
Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable rate debt levels as of March 31, 2014 , an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $89.3 million.
(3)
As of March 31, 2014 , we had 22 interest rate cap agreements with an aggregate fair value of approximately $0.1 million based on quoted market values from the institutions holding the agreements.

Borrowings under the U.S. credit facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. The revolving facility and term loan bear interest at the alternative base rate plus 0.5% per annum and 1.5% per annum, respectively, or at the adjusted Eurodollar rate (term loan is subject to a Eurodollar floor of 0.75%) plus 1.5% per annum and 2.5% per annum, respectively. Borrowings under the 2011 VML Credit Facility, as amended, bear interest at either the adjusted Eurodollar rate or HIBOR rate or an alternative base rate, as applicable, plus a spread that ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. The credit spread is based on a specified consolidated leverage ratio. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum, which spread is subject to a reduction based on a ratio of debt to Adjusted EBITDA. Borrowings under the airplane financings bear interest at LIBOR plus approximately 1.5% per annum.
Foreign currency transaction losses for the three months ended 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 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 $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 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

51

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.

52

PART II OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 , and “Part I — Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
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, 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 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)
Calculated excluding commissions.
(2)
On June 5, 2013, the Company announced a stock repurchase program pursuant to which the Company has been authorized to repurchase up to $2.0 billion of its outstanding common stock. As of March 31, 2014 , approximately $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.

53

ITEM 6 — EXHIBITS
List of Exhibits
Exhibit No.
Description of Document
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
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

54

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.
May 7, 2014
By:
/s/ Sheldon G. Adelson
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer
May 7, 2014
By:
/s/ Michael A. Quartieri
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)

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