LVS 10-Q Quarterly Report March 31, 2015

LVS 10-Q Quarter ended March 31, 2015

LAS VEGAS SANDS CORP

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10-Q 1 lvs-03312015x10q.htm 10-Q LVS-03.31.2015-10Q

Table of Contents

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

Form 10-Q

____________________________________________________



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

For the quarterly period ended March 31, 2015



¨	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):

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 May 4, 2015
Common Stock ($0.001 par value)		798,636,267 shares

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents



	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014	4
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014	5
	Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2015 and 2014	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	56

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6.	Exhibits	58
Signatures		59

Table of Contents

PART 1 FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



	March 31, 2015			December 31, 2014
	(In thousands, except share and per share data) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,406,465		$	3,506,319
Restricted cash and cash equivalents	6,901			6,566
Accounts receivable, net	1,408,381			1,510,772
Inventories	42,088			41,674
Prepaid expenses and other	122,949			125,168
Total current assets	3,986,784			5,190,499
Property and equipment, net	15,313,332			15,372,474
Deferred financing costs, net	192,411			205,596
Deferred income taxes, net	38,285			31,720
Leasehold interests in land, net	1,311,454			1,353,090
Intangible assets, net	82,094			86,260
Other assets, net	121,722			122,052
Total assets	$	21,046,082		$	22,361,691
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	93,728		$	112,721
Construction payables	251,430			270,929
Accrued interest payable	8,376			7,943
Other accrued liabilities	1,703,514			1,984,444
Deferred income taxes	13,609			12,522
Income taxes payable	268,085			224,201
Current maturities of long-term debt	97,165			99,734
Total current liabilities	2,435,907			2,712,494
Other long-term liabilities	124,677			124,614
Deferred income taxes	179,778			188,935
Deferred proceeds from sale of The Shoppes at The Palazzo	268,641			268,710
Deferred gain on sale of The Grand Canal Shoppes	37,258			37,968
Deferred rent from mall sale transactions	115,105			115,475
Long-term debt	9,143,833			9,892,913
Total liabilities	12,305,199			13,341,109
Commitments and contingencies (Note 9)
Equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 829,658,423 and 829,280,328 shares issued, 798,636,267 and 798,258,172 shares outstanding	830			829
Treasury stock, at cost, 31,022,156 shares	(2,237,952		)	(2,237,952		)
Capital in excess of par value	6,449,253			6,428,762
Accumulated other comprehensive income (loss)	(6,696		)	76,101
Retained earnings	2,938,628			2,945,846
Total Las Vegas Sands Corp. stockholders’ equity	7,144,063			7,213,586
Noncontrolling interests	1,596,820			1,806,996
Total equity	8,740,883			9,020,582
Total liabilities and equity	$	21,046,082		$	22,361,691

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



	Three Months Ended March 31,
	2015			2014
	(In thousands, except share and per share data) (Unaudited)
Revenues:
Casino	$	2,376,688		$	3,372,065
Rooms	371,413			400,222
Food and beverage	189,411			202,787
Mall	127,814			109,031
Convention, retail and other	134,137			137,376
	3,199,463			4,221,481
Less — promotional allowances	(187,841		)	(211,097		)
Net revenues	3,011,622			4,010,384
Operating expenses:
Casino	1,334,829			1,867,612
Rooms	65,791			64,263
Food and beverage	99,247			100,169
Mall	15,137			17,363
Convention, retail and other	68,257			90,468
Provision for doubtful accounts	57,350			61,918
General and administrative	324,478			336,499
Corporate	45,223			50,677
Pre-opening	9,579			4,300
Development	1,533			1,692
Depreciation and amortization	253,922			261,047
Amortization of leasehold interests in land	9,838			10,026
Loss on disposal of assets	15,323			525
	2,300,507			2,866,559
Operating income	711,115			1,143,825
Other income (expense):
Interest income	6,378			5,803
Interest expense, net of amounts capitalized	(66,255		)	(71,126		)
Other income (expense)	15,465			(4,657		)
Loss on modification or early retirement of debt	—			(17,964		)
Income before income taxes	666,703			1,055,881
Income tax expense	(55,665		)	(59,153		)
Net income	611,038			996,728
Net income attributable to noncontrolling interests	(99,115		)	(220,543		)
Net income attributable to Las Vegas Sands Corp.	$	511,923		$	776,185
Earnings per share:
Basic	$	0.64		$	0.95
Diluted	$	0.64		$	0.95
Weighted average shares outstanding:
Basic	797,935,314			814,766,709
Diluted	798,877,040			817,537,615
Dividends declared per common share	$	0.65		$	0.50

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended March 31,
	2015			2014
	(In thousands) (Unaudited)
Net income	$	611,038		$	996,728
Currency translation adjustment, before and after tax	(82,299		)	10,223
Total comprehensive income	528,739			1,006,951
Comprehensive income attributable to noncontrolling interests	(99,613		)	(219,918		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	429,126		$	787,033

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

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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 (Loss)			Retained Earnings			Noncontrolling Interests			Total
	(In thousands) (Unaudited)
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
Balance at January 1, 2015	$	829	$	(2,237,952	)	$	6,428,762	$	76,101		$	2,945,846		$	1,806,996		$	9,020,582
Net income	—		—			—		—			511,923			99,115			611,038
Currency translation adjustment	—		—			—		(82,797		)	—			498			(82,299		)
Exercise of stock options	1		—			5,024		—			—			1,113			6,138
Tax benefit from stock-based compensation	—		—			3,927		—			—			—			3,927
Stock-based compensation	—		—			11,540		—			—			833			12,373
Dividends declared	—		—			—		—			(519,141		)	(308,083		)	(827,224		)
Distributions to noncontrolling interests	—		—			—		—			—			(3,652		)	(3,652		)
Balance at March 31, 2015	$	830	$	(2,237,952	)	$	6,449,253	$	(6,696	)	$	2,938,628		$	1,596,820		$	8,740,883

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Three Months Ended March 31,
	2015			2014
	(In thousands) (Unaudited)
Cash flows from operating activities:
Net income	$	611,038		$	996,728
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization	253,922			261,047
Amortization of leasehold interests in land	9,838			10,026
Amortization of deferred financing costs and original issue discount	10,739			14,562
Amortization of deferred gain on and rent from mall sale transactions	(1,080		)	(1,236		)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo	141			245
Non-cash loss on modification or early retirement of debt	—			13,467
Loss on disposal of assets	15,323			525
Stock-based compensation expense	12,201			16,102
Provision for doubtful accounts	57,350			61,918
Foreign exchange (gain) loss	(12,366		)	951
Excess tax benefits from stock-based compensation	(4,335		)	(4,112		)
Deferred income taxes	(10,040		)	(9,248		)
Changes in operating assets and liabilities:
Accounts receivable	20,321			(77,087		)
Inventories	(650		)	600
Prepaid expenses and other	272			(6,050		)
Leasehold interests in land	(1,065		)	—
Accounts payable	(18,156		)	12,373
Accrued interest payable	712			(5,097		)
Income taxes payable	58,509			60,774
Other accrued liabilities	(268,379		)	(213,861		)
Net cash generated from operating activities	734,295			1,132,627
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(332		)	948
Capital expenditures	(367,336		)	(251,727		)
Proceeds from disposal of property and equipment	417			541
Net cash used in investing activities	(367,251		)	(250,238		)
Cash flows from financing activities:
Proceeds from exercise of stock options	6,138			32,115
Excess tax benefits from stock-based compensation	4,335			4,112
Repurchase of common stock	—			(734,363		)
Dividends paid	(826,960		)	(915,072		)
Distributions to noncontrolling interests	(3,652		)	(2,579		)
Proceeds from long-term debt (Note 3)	—			1,319,725
Repayments on long-term debt (Note 3)	(624,950		)	(828,063		)
Payments of deferred financing costs	—			(57,255		)
Net cash used in financing activities	(1,445,089		)	(1,181,380		)
Effect of exchange rate on cash	(21,809		)	1,979
Decrease in cash and cash equivalents	(1,099,854		)	(297,012		)
Cash and cash equivalents at beginning of period	3,506,319			3,600,414
Cash and cash equivalents at end of period	$	2,406,465		$	3,303,402

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



	Three Months Ended March 31,
	2015			2014
	(In thousands) (Unaudited)
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized	$	51,285		$	57,835
Cash payments for taxes, net of refunds	$	6,410		$	6,788
Change in construction payables	$	(19,499	)	$	(23,708	)
Non-cash investing and financing activities:
Capitalized stock-based compensation costs	$	172		$	990
Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities	$	264		$	126
Change in common stock repurchase payable included in other accrued liabilities	$	—		$	75,646

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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2014 , and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

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

Operations

Macao

The Company currently owns 70.1% of SCL, which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20 -year gaming subconcession agreement, which expires in June 2022.

The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao. The Venetian Macao includes a 39 -floor luxury hotel with over 2,900 suites; approximately 376,000 square feet of gaming space; a 15,000 -seat arena; an 1,800 -seat theater; a mall with retail and dining space of approximately 925,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Sands Cotai Central, an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). The Sands Cotai Central opened in phases, beginning in April 2012. The property currently features three hotel towers: the first hotel tower, 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 second hotel tower, consisting of approximately 1,800 rooms and suites under the Sheraton brand; and the third hotel tower, consisting of approximately 2,100 rooms and suites under the Sheraton brand. Within Sands Cotai Central, the Company also owns and currently operates approximately 370,000 square feet of gaming space, approximately 350,000 square feet of meeting space and approximately 330,000 square feet of retail space, as well as entertainment and dining facilities. The Company has begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $460 million . Upon completion of the project, the integrated resort will feature approximately 370,000 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

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

open in mid-2015). As of March 31, 2015 , the Company has capitalized costs of $4.58 billion for the entire project, including the land premium (net of amortization) and $67.6 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, the “Four Seasons Macao”), which features approximately 105,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 258,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.

The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 241,000 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.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Development Projects

Macao

The Company submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao 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 has commenced construction and 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. As with projects of this nature, the Company will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in the second half of 2016, subject to Macao government approval. The Company has capitalized costs of $970.9 million , including the land premium (net of amortization) and $93.5 million in outstanding construction payables, as of March 31, 2015 . 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. The Company has applied for an extension from the Macao government to complete The Parisian Macao, as the Company believes it will be unable to meet the April 2016 deadline. Should the Company determine that it is unable to complete Sands Cotai Central by December 2016, the Company would then also expect to apply for another extension from the Macao government. If the Company is unable to meet the Sands Cotai Central deadline and the deadlines for either development are not extended, the Company could lose its land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $970.9 million or $4.58 billion in capitalized construction costs and land premiums (net of amortization), as of March 31, 2015 , 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. 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, 2015 .

Other

The Company continues to aggressively pursue new development opportunities globally.

Capital Financing Overview

Through March 31, 2015 , 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 $2.41 billion and restricted cash and cash equivalents of $6.9 million as of March 31, 2015 . 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.

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Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2016, with early application not being permitted. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

In April 2015, the FASB issued an accounting standard update to simplify the presentation of debt issuance costs. The update requires that debt issuance costs be reported as a deduction of the face amount of the related debt (rather than as an asset) and that the amortization of debt issuance costs continue to be reported as interest expense. The amendments do not affect the guidance on the recognition and measurement of debt issuance costs. The guidance will be required to be applied on a retrospective basis and will be effective for fiscal years beginning after December 31, 2015. Early adoption is permitted for financial statements that have not been 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.

NOTE 2 — PROPERTY AND EQUIPMENT, NET

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



	March 31, 2015			December 31, 2014
Land and improvements	$	548,859		$	551,625
Building and improvements	15,046,535			15,187,427
Furniture, fixtures, equipment and leasehold improvements	3,088,446			3,065,859
Transportation	454,837			454,278
Construction in progress	2,057,504			1,796,554
	21,196,181			21,055,743
Less — accumulated depreciation and amortization	(5,882,849		)	(5,683,269		)
	$	15,313,332		$	15,372,474

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



	March 31, 2015		December 31, 2014
The Parisian Macao	$	916,255	$	749,176
Four Seasons Macao (principally the Four Seasons Apartments)	418,452		417,920
Sands Cotai Central	398,202		289,518
Other	324,595		339,940
	$	2,057,504	$	1,796,554

The $324.6 million in other construction in progress as of March 31, 2015 , 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

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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 $226.3 million (net of $85.1 million of accumulated depreciation) as of March 31, 2015 , 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, 2015 and 2014 , the Company capitalized interest expense of $4.2 million and $1.7 million , respectively. During the three months ended March 31, 2015 and 2014 , the Company capitalized approximately $7.5 million and $7.9 million , respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.

NOTE 3 — LONG-TERM DEBT

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



	March 31, 2015			December 31, 2014
Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $9,241 and $9,643, respectively)	$	2,212,634		$	2,217,857
2013 U.S. Credit Facility — Revolving	860,000			1,020,000
Airplane Financings	62,750			63,671
HVAC Equipment Lease	16,243			16,619
Other	219			401
Macao Related:
2011 VML Credit Facility — Extended Term	2,388,858			2,388,244
2011 VML Credit Facility — Extended Revolving	379,864			820,024
Other	5,346			5,694
Singapore Related:
2012 Singapore Credit Facility — Term	3,315,084			3,460,137
	9,240,998			9,992,647
Less — current maturities	(97,165		)	(99,734		)
Total long-term debt	$	9,143,833		$	9,892,913

2013 U.S. Credit Facility

As of March 31, 2015 , the Company had $386.0 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit.

2011 VML Credit Facility

As of March 31, 2015 , the Company had $1.62 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility.

In April 2015, the Company entered into a joinder agreement (the "Joinder Agreement") to the 2011 VML Credit Facility. Under the Joinder Agreement, certain lenders have agreed to provide term loan commitments of $1.0 billion (the "2011 VML Accordion Term"), which was funded on April 30, 2015 (the “Joinder Funding Date”).

The 2011 VML Accordion Term bears interest, at the Company's option, at either the adjusted Eurodollar rate or Hong Kong Inter-bank Offered Rate (“HIBOR”), plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the consolidated total leverage ratio as set forth in the Joinder Agreement. The credit spread 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 initial credit spread as of April 30, 2015 (the date the term was funded), was 0.25% per annum for loans accruing interest at a base rate and 1.25% per annum for loans accruing at an adjusted Eurodollar or HIBOR rate.

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The 2011 VML Accordion Term will mature on March 30, 2021 . Commencing with the quarterly period ending June 30, 2018 , and at the end of each subsequent quarter through March 31, 2019, the Joinder Agreement requires the borrower to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of the Joinder Funding Date. Commencing with the quarterly period ending on June 30, 2019, and at the end of each subsequent quarter through March 31, 2020, the borrower is required to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Joinder Funding Date. For the quarterly periods ending on June 30 through December 31, 2020, the borrower is required to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 12.0% of the aggregate principal amount outstanding as of the Joinder Funding Date. The remaining balance on the 2011 VML Accordion Term is due on the maturity date.

2012 Singapore Credit Facility

As of March 31, 2015 , the Company had 487.5 million Singapore dollars ("SGD," approximately $354.9 million at exchange rates in effect on March 31, 2015 ) of available borrowing capacity under the 2012 Singapore Revolving 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,
	2015			2014
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	$	(440,416	)	$	(819,680	)
Repayments on 2013 U.S. Credit Facility	(165,625		)	(5,625		)
Repayments on 2012 Singapore Credit Facility	(17,082		)	—
Repayments on Airplane Financings	(922		)	(922		)
Repayments on HVAC Equipment Lease and Other Long-Term Debt	(905		)	(1,836		)
	$	(624,950	)	$	(828,063	)

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of March 31, 2015 and December 31, 2014 , was approximately $9.06 billion and $9.78 billion , respectively, compared to its carrying value of $9.23 billion and $9.98 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, 2015, the Company paid a dividend of $0.65 per common share as part of a regular cash dividend program. During the three months ended March 31, 2015, the Company recorded $519.1 million as a distribution against retained earnings (of which $280.6 million related to the Principal Stockholder’s family and the remaining $238.5 million related to all other shareholders).

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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).

In April 2015, the Company’s Board of Directors declared a quarterly dividend of $0.65 per common share (a total estimated to be approximately $519 million ) to be paid on June 30, 2015, to shareholders of record on June 22, 2015.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion , which expires in June 2015 , but was substantially completed during the year ended December 31, 2014. In October 2014, the Company's Board of Directors authorized the repurchase of an additional $2.0 billion of its outstanding common stock, which expires in October 2016 . 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, 2015 , there were no share repurchases under this program. 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. All share repurchases of the Company’s common stock have been recorded as treasury stock.

Noncontrolling Interests

On February 27, 2015, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") per share to SCL shareholders (a total of $1.03 billion , of which the Company retained $722.4 million during the three months ended March 31, 2015 ). On February 26, 2014, SCL paid a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share to SCL shareholders (a total of $1.71 billion , of which the Company retained $1.20 billion during the three months ended March 31, 2014 ).

During the three months ended March 31, 2015 and 2014 , the Company distributed $3.7 million and $2.6 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,
	2015	2014
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)	797,935,314	814,766,709
Potential dilution from stock options, warrants and restricted stock and stock units	941,726	2,770,906
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)	798,877,040	817,537,615
Antidilutive stock options excluded from the calculation of diluted earnings per share	5,925,307	627,034

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Accumulated Other Comprehensive Income (Loss)

As of March 31, 2015 and December 31, 2014 , accumulated other comprehensive income (loss) consisted solely of foreign currency translation adjustments.

NOTE 5 — VARIABLE INTEREST ENTITIES

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

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

As of March 31, 2015 and December 31, 2014 , the Company’s consolidated joint ventures had total assets of $84.7 million and $85.0 million , respectively, and total liabilities of $136.2 million and $130.6 million , respectively.

NOTE 6 — INCOME TAXES

The Company’s major tax jurisdictions are the U.S., Macao and Singapore. The Company is subject to examination for tax years beginning 2010 in the U.S., Macao and Singapore. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 through 2012 . The Company 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 may 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 in the period such determination is made.

In October 2013, the Company received a 5 -year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018 . In May 2014, the Company entered into an agreement with the Macao government, effective through the end of 2018 , that provides for an annual payment of 42.4 million patacas (approximately $5.3 million at exchange rates in effect on March 31, 2015 ) that is a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML”) shareholders on dividend distributions paid from VML gaming profits.

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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,
	2015		2014
Compensation expense:
Stock options	$	8,995	$	8,830
Restricted stock and stock units	3,206		7,272
	$	12,201	$	16,102
Compensation cost capitalized as part of property and equipment	$	172	$	990
LVSC 2004 Plan:
Stock options granted	308		55
Weighted average grant date fair value	$	12.35	$	33.08
Restricted stock granted	22		24
Weighted average grant date fair value	$	55.41	$	75.26
Restricted stock units granted	—		—
Weighted average grant date fair value	$	—	$	—
SCL Equity Plan:
Stock options granted	648		5,841
Weighted average grant date fair value	$	1.06	$	3.66
Restricted stock units granted	119		189
Weighted average grant date fair value	$	4.90	$	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,
	2015		2014
LVSC 2004 Plan:
Weighted average volatility	38.0	%	60.4	%
Expected term (in years)	5.8		5.5
Risk-free rate	1.3	%	1.7	%
Expected dividends	4.7	%	2.7	%
SCL Equity Plan:
Weighted average volatility	44.6	%	65.6	%
Expected term (in years)	4.0		6.3
Risk-free rate	1.0	%	1.3	%
Expected dividends	5.5	%	2.9	%

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NOTE 8 — FAIR VALUE MEASUREMENTS

Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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



			Fair Value Measurements Using:
	Total Carrying Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2015
Cash equivalents ⁽¹⁾	$	903,456	$	903,456	$	—	$	—
Interest rate caps ⁽²⁾	$	—	$	—	$	—	$	—
As of December 31, 2014
Cash equivalents ⁽¹⁾	$	2,072,177	$	2,072,177	$	—	$	—
Interest rate caps ⁽²⁾	$	3	$	—	$	3	$	—

____________________


(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, 2015 and December 31, 2014 , the Company had 4 interest rate cap agreements with a nominal aggregate fair value 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”), 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 for a new trial. In

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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. On February 27, 2012, the District Court 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 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 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 denied the Company’s motion. On October 17, 2013, the District Court entered an order granting plaintiffs' request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million . On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September 15, 2014, to file their answering brief. On September 15, 2014, RSC filed a request to the Nevada Supreme Court to file a brief exceeding the maximum number of words, which was granted. On October 10, 2014, RSC filed their answering brief. On January 9, 2015, the defendants filed their reply brief. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court 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 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 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 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 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 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 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 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 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 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 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 until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to

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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 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’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, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ, which became effective on March 24, 2014. On March 3, 2014, the Nevada Supreme Court heard oral arguments on the April and June Writs. On May 30, 2014, the Nevada Supreme Court overturned the District Court’s dismissal of Mr. Jacob’s defamation claim against Mr. Adelson and remanded the claim for further determination. On June 17, 2014, Mr. Adelson filed a petition for rehearing with the Nevada Supreme Court and, on June 20, 2014, the Nevada Supreme Court ordered Mr. Jacobs to answer the petition for rehearing, which he did on July 7, 2014. On June 26, 2014, SCL filed a Motion for Summary Judgment with respect to jurisdiction with the District Court, which was denied on July 29, 2014. On June 30, 2014, Mr. Jacobs filed a motion for leave to file a second amended complaint. The defendants filed a notice of intent to oppose the motion for leave to file the second amended complaint. On July 1, 2014, Mr. Jacobs filed a motion to reconsider the dismissal of the defamation claim. On July 3, 2014, Mr. Adelson filed a notice of intent to oppose the motion to reconsider and requested oral argument. Also on July 3, 2014, the defendants filed a motion to continue the stay of the District Court’s March 26, 2013, order compelling the production of documents from Macao and a notice of intent to oppose plaintiff’s motion to reconsider the dismissal of his defamation claim against LVSC and SCL. On July 22, 2014, the defendants filed a motion for leave to file a reply in support of their petition for rehearing on the defamation claim with the Nevada Supreme Court. On July 22, 2014, SCL filed its reply in support of its Motion for Summary Judgment on jurisdiction and opposition to plaintiff’s counter Motion for Summary Judgment. On July 25, 2014, the Nevada Supreme Court granted defendants’ motion for leave to file a reply. On July 29, 2014, the Nevada Supreme Court heard the Motions for Summary Judgment and denied them both. On August 7, 2014, the Nevada Supreme Court denied the writ challenging the District Court’s order on plaintiff’s March 26, 2013, Renewed Motion for Sanctions. On August 7, 2014, the Nevada Supreme Court granted in part defendants’ writ with respect to the District Court’s June 19, 2013, order requiring the production of privileged material. On August 7, 2014, the Nevada Supreme Court also denied rehearing on its reversal of the dismissal of the defamation claim by a vote of 4-3. On August 13, 2014, the District Court ruled that plaintiff may amend his complaint except for the defamation claim against Mr. Adelson until the remittitur from the Nevada Supreme Court is received. The District Court also allowed the sanctions hearing to move forward and is reviewing documents in camera to determine whether they were properly withheld on privilege grounds. On September 4, 2014, SCL filed its pre-hearing memorandum regarding the sanctions hearing regarding plaintiff’s March 26, 2013, Renewed Motion for Sanctions. On September 12, 2014, the plaintiff filed a motion for release of the privileged documents from the District Court appointed document custodian on the grounds of waiver. On September 16, 2014, the plaintiff filed a motion seeking to stop defendants from modifying their privilege log and seeking a waiver of all privilege claims as a result of alleged deficiencies in the original privilege. On September 26, 2014, after the Nevada Supreme Court issued its remittitur, plaintiff filed his motion for leave to file a third amended complaint against LVSC, SCL and Mr. Adelson. On September 26, 2014, the defendants filed their opposition to plaintiff’s motion for release of documents on the grounds of waiver. On October 3, 2014, the plaintiff filed his reply in support of his two waiver motions relating to the documents held by the District Court appointed custodian. On October 9, 2014, the District Court granted plaintiff's motion in part and denied the remainder. On October 17, 2014, SCL filed a motion to reconsider the District Court’s March 27, 2013, order concerning a discovery dispute. On October 10, 2014, Mr. Adelson filed his opposition to plaintiff's motion to file a third amended complaint, which SCL and LVSC joined on October 14, 2014. On October 30, 2014, the plaintiff filed his reply in support of his motion to file a third amended complaint. On November 5, 2014, the District Court ordered that SCL waived privilege on three confidential reports. On November 7, 2014, the District Court granted plaintiff's motion to file a third amended complaint. On November 7, 2014, defendants

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filed a motion for partial re-consideration of the November 5, 2014, order waiving privilege. On January 6, 2015, the District Court scheduled a sanctions hearing for February 9, 2015, and the evidentiary hearing on jurisdiction for April 20, 2015. On January 12, 2015, defendants each filed their motions to dismiss the third amended complaint. Defendants’ motions to dismiss the third amended complaint were fully briefed on February 19, 2015, and the District Court heard oral argument on February 27, 2015. In an order entered on March 30, 2015, the District Court denied Mr. Adelson’s motion to dismiss the defamation claim, but granted his motion to dismiss with respect to plaintiff’s wrongful discharge claim on the ground that Mr. Adelson was not the plaintiff’s employer. The District Court denied LVSC’s motion to dismiss and strike certain allegations in the complaint. The District Court reserved judgment on SCL’s motion to dismiss until after it ruled on jurisdiction. On April 7, 2015, LVSC filed a motion for reconsideration of the order on the limited ground that the court had erroneously stated that LVSC was in fact Plaintiff’s employer rather than stating that Plaintiff had alleged that he was LVSC’s employee. Plaintiff conceded that point in his response filed on April 20, 2015. A hearing was held on the motion for reconsideration on April 21, 2015.

The sanctions hearing was held over six days, beginning on February 9 and ending on March 3, 2015. On March 6, 2015, the District Court issued a decision and order imposing sanctions on SCL for violating its September 14, 2012 Order, which the District Court construed as prohibiting SCL from redacting any documents produced in response to jurisdictional discovery requests to comply with the Macao Data Privacy Act. On March 6, 2015, the District Court ordered additional discovery to be provided by SCL. The District Court also ordered SCL to pay a total of $250,000 to five different law-related entities. Finally, the District Court imposed evidentiary sanctions on SCL, prohibiting it from offering any affirmative evidence at the hearing on jurisdiction scheduled to begin on April 20, 2015, and stating that it would adversely infer, subject to SCL’s ability to rebut the inference within the evidentiary constraints imposed on it, that any document redacted to comply with the Macao Data Privacy Act would support plaintiff’s assertion of personal jurisdiction over SCL and would contradict SCL’s denial. SCL sought a stay of the order from the District Court on March 13, 2015, and when that was denied, from the Nevada Supreme Court on March 16, 2015. The Nevada Supreme Court granted a partial stay on March 17, 2015, staying SCL’s obligation to pay $250,000 and to run additional searches, but declining to stay the April 20, 2015 hearing on jurisdiction. SCL filed a petition for mandamus in the Nevada Supreme Court on March 20, 2015. Plaintiff filed his response on March 27, 2015, and SCL filed its reply on March 31, 2015. On April 2, 2015, the Nevada Supreme Court denied the mandamus petition with respect to everything but the $250,000 sanction and lifted the stay except with respect to that sanction. The jurisdictional hearing began on April 20, 2015, and is expected to continue through at least May 5, 2015.

Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

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

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

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

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


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

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•	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, 2015 .

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. On September 26, 2014, the U.S. Supreme Court denied plaintiffs' motion to expand the class period without prejudice to re-filing a similar motion. The U.S. Supreme Court decided the Halliburton case on June 23, 2014, and, on October 3, 2014, the parties stipulated to a case management schedule wherein they agree to a briefing schedule on class certification. On November 7, 2014, plaintiffs filed a motion to expand the class period and on January 9, 2015, defendants filed their opposition to the motion. 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.

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On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the 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 alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until a July 22, 2013, status hearing. On July 22, 2013, the District Court 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, when the judge extended the stay until the next status hearing set for March 5, 2015. At a status conference on March 5, 2015, the judge extended the stay for another 120 days. 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

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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 U.S. District Court by September 10, 2014, which was filed. 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") purporting to act 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 Board of Directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss the complaint on February 13, 2014. On February 28, 2014, defendant Hipwell filed his motion to dismiss the complaint. 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 was denied by the judge). The Company filed its response on April 18, 2014. On May 2, 2014, the U.S. District Court denied this second motion. On May 9, 2014, Directors Ader, Chafetz, Chaltiel, Forman, Koppelman and Leven filed their motion to dismiss. On June 10, 2014, the plaintiff filed its opposition to these Directors motion to dismiss. On June 30, 2014, these Directors filed their reply. On July 30, 2014, the U.S. District Court granted the Company’s motion to dismiss the complaint, finding plaintiff had failed to allege stock ownership facts demonstrating standing to sue, with leave for plaintiff to amend his complaint to demonstrate stock ownership with more particularity. On August 29, 2014, the plaintiff filed an amended complaint and, on September 15, 2014, the served defendants filed their motions to dismiss the amended complaint. The plaintiff's opposition to the Company's motion to dismiss was filed on October 22, 2014, and to the individuals' motions to dismiss on October 29, 2014. Plaintiffs also filed an opposition to Hipwell's motion on November 3, 2014, and opposed Mr. Adelson's joinder on December 9, 2014. The served defendants' reply briefs were filed on November 24, 25 and 26, 2014. On December 16, 2014, Mr. Adelson filed a reply brief. On March 3, 2015, the U.S. District Court denied, without prejudice, plaintiff's motion to substitute the estates of the late Messrs. Chaltiel and Schwartz. 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 letter recites substantially the same allegations as the complaint filed in the Sokolowski action and demands that the same claims be asserted by the Company, which was delivered to the Company by the same counsel representing Mr. Sokolowski. The Company responded, through its counsel, on March 26, 2014. Scarpa then sent a revised demand letter to the Board of Directors on March 31, 2014. The Company responded, through its counsel, on April 8, 2014. Scarpa then sent an additional demand letter dated August 14, 2014 to which the Company responded on August 22, 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

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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 $375.6 million at exchange rates in effect on March 31, 2015 ) 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. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants. Subject to an appeal by AAEC, the U.S. Defendants intend to apply to the Macao First Instance Court to dismiss AAEC's claims in full. On March 25, 2015, application was made by the U.S. Defendants to the Macao First Instance Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to in the following sentence. On July 9, 2014, the plaintiff filed yet another action in the U.S. District Court against LVSC, LVSLLC, VCR, Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion . On November 4, 2014, plaintiff finally effected notice on the LVSC entities which was followed by a motion to dismiss by the U.S. Defendants on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the U.S. Defendants moved for immediate dismissal and sanctions against plaintiff and his counsel for the bringing of frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the U.S. Defendants' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. The judge dismissed the U.S. action and the Defendants' sanctions motion remains pending. The Macao action and this most recently filed action are in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these matters or the range of reasonably possible loss, if any. The Company intends to defend these matters vigorously.

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

The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In

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August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide written reports to the USAO regarding certain of its casino-related activities. The amount was paid during the year ended December 31, 2013, and the matter has been closed.

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

NOTE 10 — SEGMENT INFORMATION

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem. The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao, the St. Regis tower (the remaining phase of Sands Cotai Central) and the Four Seasons Apartments in Macao, and the Las Vegas Condo Tower (which construction is currently suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information as of March 31, 2015 and December 31, 2014 , and for the three months ended March 31, 2015 and 2014 , is as follows (in thousands):



	Three Months Ended March 31,
	2015			2014
Net Revenues
Macao:
The Venetian Macao	$	787,191		$	1,184,591
Sands Cotai Central	571,764			827,583
Four Seasons Macao	161,251			370,016
Sands Macao	225,371			313,961
Other Asia	35,479			35,161
	1,781,056			2,731,312
Marina Bay Sands	784,816			835,423
United States:
Las Vegas Operating Properties	376,383			382,658
Sands Bethlehem	127,699			117,183
	504,082			499,841
Intersegment eliminations	(58,332		)	(56,192		)
Total net revenues	$	3,011,622		$	4,010,384

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	Three Months Ended March 31,
	2015		2014
Intersegment Revenues
Macao:
The Venetian Macao	$	1,493	$	1,127
Sands Cotai Central	78		69
Other Asia	10,212		9,866
	11,783		11,062
Marina Bay Sands	2,799		2,874
Las Vegas Operating Properties	43,750		42,256
Total intersegment revenues	$	58,332	$	56,192



	Three Months Ended March 31,
	2015			2014
Adjusted Property EBITDA ⁽¹⁾
Macao:
The Venetian Macao	$	269,942		$	470,084
Sands Cotai Central	155,910			265,206
Four Seasons Macao	44,472			113,041
Sands Macao	57,378			91,438
Other Asia	3,532			(1,414		)
	531,234			938,355
Marina Bay Sands	415,272			435,161
United States:
Las Vegas Operating Properties	74,109			79,652
Sands Bethlehem	29,893			26,531
	104,002			106,183
Total adjusted property EBITDA	1,050,508			1,479,699
Other Operating Costs and Expenses
Stock-based compensation	(3,975		)	(7,607		)
Corporate	(45,223		)	(50,677		)
Pre-opening	(9,579		)	(4,300		)
Development	(1,533		)	(1,692		)
Depreciation and amortization	(253,922		)	(261,047		)
Amortization of leasehold interests in land	(9,838		)	(10,026		)
Loss on disposal of assets	(15,323		)	(525		)
Operating income	711,115			1,143,825
Other Non-Operating Costs and Expenses
Interest income	6,378			5,803
Interest expense, net of amounts capitalized	(66,255		)	(71,126		)
Other income (expense)	15,465			(4,657		)
Loss on modification or early retirement of debt	—			(17,964		)
Income tax expense	(55,665		)	(59,153		)
Net income	$	611,038		$	996,728

____________________

(1)

Adjusted property EBITDA is net income before intersegment 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	Three Months Ended March 31,
	2015		2014
Capital Expenditures
Corporate and Other	$	2,691	$	10,016
Macao:
The Venetian Macao	24,055		24,816
Sands Cotai Central	123,416		76,060
Four Seasons Macao	5,295		6,773
Sands Macao	9,594		6,784
Other Asia	592		300
The Parisian Macao	163,549		95,449
	326,501		210,182
Marina Bay Sands	23,465		12,690
United States:
Las Vegas Operating Properties	11,578		15,782
Sands Bethlehem	3,101		3,057
	14,679		18,839
Total capital expenditures	$	367,336	$	251,727



	March 31, 2015		December 31, 2014
Total Assets
Corporate and Other	$	622,707	$	613,683
Macao:
The Venetian Macao	2,963,369		3,900,921
Sands Cotai Central	4,256,853		4,761,907
Four Seasons Macao	1,094,304		1,157,502
Sands Macao	427,220		414,689
Other Asia	301,784		304,463
The Parisian Macao	972,213		805,220
Other Development Projects	78		91
	10,015,821		11,344,793
Marina Bay Sands	5,931,768		6,106,397
United States:
Las Vegas Operating Properties	3,815,385		3,623,808
Sands Bethlehem	660,401		673,010
	4,475,786		4,296,818
Total assets	$	21,046,082	$	22,361,691

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	March 31, 2015		December 31, 2014
Total Long-Lived Assets
Corporate and Other	$	351,479	$	357,071
Macao:
The Venetian Macao	1,861,725		1,893,032
Sands Cotai Central	3,860,061		3,814,699
Four Seasons Macao	924,894		932,034
Sands Macao	283,096		286,640
Other Asia	175,491		177,335
The Parisian Macao	970,884		804,328
	8,076,151		7,908,068
Marina Bay Sands	4,646,755		4,874,263
United States:
Las Vegas Operating Properties	2,993,663		3,024,380
Sands Bethlehem	556,738		561,782
	3,550,401		3,586,162
Total long-lived assets	$	16,624,786	$	16,725,564

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 $42.4 million (consisting of $268.7 million of liabilities, primarily comprised of deferred proceeds from the sale, partially offset by $226.3 million of property and equipment) and $40.3 million (consisting of $268.8 million of liabilities, primarily comprised of deferred proceeds from the sale, partially offset by $228.5 million of property and equipment) as of March 31, 2015 and December 31, 2014 , respectively, and a net loss (consisting primarily of depreciation expense) of $2.3 million and $3.1 million for the three months ended March 31, 2015 and 2014 , 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.

Table of Contents

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, 2015 and December 31, 2014 , and for the three months ended March 31, 2015 and 2014 , 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, 2015



	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	117,883	$	549,114	$	1,739,468	$	—		$	2,406,465
Restricted cash and cash equivalents	—		—		6,901		—			6,901
Intercompany receivables	488,031		268,479		—		(756,510		)	—
Intercompany notes receivable	—		—		372,722		(372,722		)	—
Accounts receivable, net	951		279,324		1,128,106		—			1,408,381
Inventories	6,097		11,428		24,563		—			42,088
Deferred income taxes, net	6,426		31,505		695		(38,626		)	—
Prepaid expenses and other	25,929		14,100		85,494		(2,574		)	122,949
Total current assets	645,317		1,153,950		3,357,949		(1,170,432		)	3,986,784
Property and equipment, net	126,114		2,949,106		12,238,112		—			15,313,332
Investments in subsidiaries	6,884,048		5,295,138		—		(12,179,186		)	—
Deferred financing costs, net	108		23,757		168,546		—			192,411
Intercompany receivables	215		38,763		—		(38,978		)	—
Intercompany notes receivable	—		1,297,676		—		(1,297,676		)	—
Deferred income taxes, net	—		—		136,641		(98,356		)	38,285
Leasehold interests in land, net	—		—		1,311,454		—			1,311,454
Intangible assets, net	690		—		81,404		—			82,094
Other assets, net	415		23,523		97,784		—			121,722
Total assets	$	7,656,907	$	10,781,913	$	17,391,890	$	(14,784,628	)	$	21,046,082
Accounts payable	$	4,794	$	26,774	$	62,160	$	—		$	93,728
Construction payables	16		5,202		246,212		—			251,430
Intercompany payables	—		460,535		295,975		(756,510		)	—
Intercompany notes payable	372,722		—		—		(372,722		)	—
Accrued interest payable	75		890		7,411		—			8,376
Other accrued liabilities	16,746		215,558		1,471,210		—			1,703,514
Deferred income taxes	—		—		52,235		(38,626		)	13,609
Income taxes payable	—		—		270,659		(2,574		)	268,085
Current maturities of long-term debt	3,688		24,057		69,420		—			97,165
Total current liabilities	398,041		733,016		2,475,282		(1,170,432		)	2,435,907
Other long-term liabilities	3,001		9,048		112,628		—			124,677
Intercompany payables	—		—		38,978		(38,978		)	—
Intercompany notes payable	—		—		1,297,676		(1,297,676		)	—
Deferred income taxes	52,740		45,616		179,778		(98,356		)	179,778
Deferred amounts related to mall sale transactions	—		421,004		—		—			421,004
Long-term debt	59,062		3,065,039		6,019,732		—			9,143,833
Total liabilities	512,844		4,273,723		10,124,074		(2,605,442		)	12,305,199
Total Las Vegas Sands Corp. stockholders’ equity	7,144,063		6,507,785		5,671,401		(12,179,186		)	7,144,063
Noncontrolling interests	—		405		1,596,415		—			1,596,820
Total equity	7,144,063		6,508,190		7,267,816		(12,179,186		)	8,740,883
Total liabilities and equity	$	7,656,907	$	10,781,913	$	17,391,890	$	(14,784,628	)	$	21,046,082

Table of Contents

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2014



	LVSC (Non-Guarantor Parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	114,125	$	345,399	$	3,046,795	$	—		$	3,506,319
Restricted cash and cash equivalents	—		—		6,566		—			6,566
Intercompany receivables	431,754		255,371		—		(687,125		)	—
Intercompany notes receivable	—		—		370,836		(370,836		)	—
Accounts receivable, net	15,144		270,838		1,224,790		—			1,510,772
Inventories	5,238		10,745		25,691		—			41,674
Deferred income taxes, net	6,803		31,240		1,196		(39,239		)	—
Prepaid expenses and other	26,210		11,889		87,530		(461		)	125,168
Total current assets	599,274		925,482		4,763,404		(1,097,661		)	5,190,499
Property and equipment, net	130,155		2,979,485		12,262,834		—			15,372,474
Investments in subsidiaries	7,010,357		5,864,848		—		(12,875,205		)	—
Deferred financing costs, net	123		25,153		180,320		—			205,596
Intercompany receivables	226		38,763		—		(38,989		)	—
Intercompany notes receivable	—		1,250,544		—		(1,250,544		)	—
Deferred income taxes, net	—		—		127,963		(96,243		)	31,720
Leasehold interests in land, net	—		—		1,353,090		—			1,353,090
Intangible assets, net	690		—		85,570		—			86,260
Other assets, net	714		19,736		101,602		—			122,052
Total assets	$	7,741,539	$	11,104,011	$	18,874,783	$	(15,358,642	)	$	22,361,691
Accounts payable	$	8,065	$	25,489	$	79,167	$	—		$	112,721
Construction payables	156		4,001		266,772		—			270,929
Intercompany payables	—		430,596		256,529		(687,125		)	—
Intercompany notes payable	370,836		—		—		(370,836		)	—
Accrued interest payable	76		1,030		6,837		—			7,943
Other accrued liabilities	31,050		233,781		1,719,613		—			1,984,444
Deferred income taxes	—		—		51,761		(39,239		)	12,522
Income taxes payable	—		—		224,662		(461		)	224,201
Current maturities of long-term debt	3,688		24,224		71,822		—			99,734
Total current liabilities	413,871		719,121		2,677,163		(1,097,661		)	2,712,494
Other long-term liabilities	3,014		9,255		112,345		—			124,614
Intercompany payables	—		—		38,989		(38,989		)	—
Intercompany notes payable	—		—		1,250,544		(1,250,544		)	—
Deferred income taxes	51,085		45,158		188,935		(96,243		)	188,935
Deferred amounts related to mall sale transactions	—		422,153		—		—			422,153
Long-term debt	59,983		3,230,653		6,602,277		—			9,892,913
Total liabilities	527,953		4,426,340		10,870,253		(2,483,437		)	13,341,109
Total Las Vegas Sands Corp. stockholders’ equity	7,213,586		6,677,266		6,197,939		(12,875,205		)	7,213,586
Noncontrolling interests	—		405		1,806,591		—			1,806,996
Total equity	7,213,586		6,677,671		8,004,530		(12,875,205		)	9,020,582
Total liabilities and equity	$	7,741,539	$	11,104,011	$	18,874,783	$	(15,358,642	)	$	22,361,691

Table of Contents

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, 2015



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	111,787		$	2,264,901		$	—		$	2,376,688
Rooms	—			130,557			240,856			—			371,413
Food and beverage	—			53,948			135,463			—			189,411
Mall	—			—			127,814			—			127,814
Convention, retail and other	—			88,619			94,389			(48,871		)	134,137
	—			384,911			2,863,423			(48,871		)	3,199,463
Less — promotional allowances	(180		)	(21,332		)	(165,526		)	(803		)	(187,841		)
Net revenues	(180		)	363,579			2,697,897			(49,674		)	3,011,622
Operating expenses:
Casino	—			76,968			1,258,820			(959		)	1,334,829
Rooms	—			36,902			28,889			—			65,791
Food and beverage	—			27,739			72,486			(978		)	99,247
Mall	—			—			15,137			—			15,137
Convention, retail and other	—			23,317			52,493			(7,553		)	68,257
Provision for doubtful accounts	—			9,272			48,078			—			57,350
General and administrative	—			77,113			247,693			(328		)	324,478
Corporate	37,766			61			47,238			(39,842		)	45,223
Pre-opening	—			—			9,580			(1		)	9,579
Development	1,546			—			—			(13		)	1,533
Depreciation and amortization	6,592			41,395			205,935			—			253,922
Amortization of leasehold interests in land	—			—			9,838			—			9,838
Loss on disposal of assets	—			244			15,079			—			15,323
	45,904			293,011			2,011,266			(49,674		)	2,300,507
Operating income (loss)	(46,084		)	70,568			686,631			—			711,115
Other income (expense):
Interest income	59			48,128			8,142			(49,951		)	6,378
Interest expense, net of amounts capitalized	(2,178		)	(28,554		)	(85,474		)	49,951			(66,255		)
Other income	—			979			14,486			—			15,465
Income from equity investments in subsidiaries	506,016			407,133			—			(913,149		)	—
Income before income taxes	457,813			498,254			623,785			(913,149		)	666,703
Income tax benefit (expense)	54,110			(32,706		)	(77,069		)	—			(55,665		)
Net income	511,923			465,548			546,716			(913,149		)	611,038
Net income attributable to noncontrolling interests	—			(894		)	(98,221		)	—			(99,115		)
Net income attributable to Las Vegas Sands Corp.	$	511,923		$	464,654		$	448,495		$	(913,149	)	$	511,923

Table of Contents

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

Table of Contents

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, 2015



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	511,923		$	465,548		$	546,716		$	(913,149	)	$	611,038
Currency translation adjustment, before and after tax	(82,797		)	(69,965		)	(82,299		)	152,762			(82,299		)
Total comprehensive income	429,126			395,583			464,417			(760,387		)	528,739
Comprehensive income attributable to noncontrolling interests	—			(894		)	(98,719		)	—			(99,613		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	429,126		$	394,689		$	365,698		$	(760,387	)	$	429,126

Table of Contents

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

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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, 2015



	LVSC (Non-Guarantor Parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	517,360		$	887,380		$	731,057		$	(1,401,502	)	$	734,295
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			—			(332		)	—			(332		)
Capital expenditures	(2,691		)	(10,063		)	(354,582		)	—			(367,336		)
Proceeds from disposal of property and equipment	—			4			413			—			417
Dividends received from non-restricted subsidiaries	—			746,180			—			(746,180		)	—
Repayments of receivable from non-restricted subsidiaries	—			65			—			(65		)	—
Capital contributions to subsidiaries	—			(722,180		)	—			722,180			—
Net cash generated from (used in) investing activities	(2,691		)	14,006			(354,501		)	(24,065		)	(367,251		)
Cash flows from financing activities:
Proceeds from exercise of stock options	4,553			—			1,585			—			6,138
Excess tax benefit from stock option exercises	4,335			—			—			—			4,335
Dividends paid	(518,877		)	—			(308,083		)	—			(826,960		)
Distributions to noncontrolling interests	—			(894		)	(2,758		)	—			(3,652		)
Dividends paid to Las Vegas Sands Corp.	—			(530,595		)	(22,728		)	553,323			—
Dividends paid to Restricted Subsidiaries	—			—			(1,594,359		)	1,594,359			—
Capital contributions received	—			—			722,180			(722,180		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(65		)	65			—
Repayments on 2011 VML credit facility	—			—			(440,416		)	—			(440,416		)
Repayments on 2013 U.S. credit facility	—			(165,625		)	—			—			(165,625		)
Repayments on 2012 Singapore credit facility	—			—			(17,082		)	—			(17,082		)
Repayments on airplane financings	(922		)	—			—			—			(922		)
Repayments on HVAC equipment lease and other long-term debt	—			(557		)	(348		)	—			(905		)
Net cash used in financing activities	(510,911		)	(697,671		)	(1,662,074		)	1,425,567			(1,445,089		)
Effect of exchange rate on cash	—			—			(21,809		)	—			(21,809		)
Increase (decrease) in cash and cash equivalents	3,758			203,715			(1,307,327		)	—			(1,099,854		)
Cash and cash equivalents at beginning of period	114,125			345,399			3,046,795			—			3,506,319
Cash and cash equivalents at end of period	$	117,883		$	549,114		$	1,739,468		$	—		$	2,406,465

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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

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES

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

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

Operations

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

Macao

We own 70.1% of Sands China Ltd. (“SCL”), which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties. We operate the gaming areas within these properties pursuant to a 20-year gaming subconcession agreement, which expires in June 2022.

We own and operate The Venetian Macao, which anchors the Cotai Strip, our master-planned development of integrated resort properties on an area of approximately 140 acres in Macao. The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 376,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 925,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately 81.8% and 87.5% of the gross revenue at The Venetian Macao for the three months ended March 31, 2015 and 2014 , 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, an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). The Sands Cotai Central opened in phases, beginning in April 2012. The property currently features three hotel towers: the first hotel tower, 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 second hotel tower, consisting of approximately 1,800 rooms and suites under the Sheraton brand; and the third hotel tower, consisting of approximately 2,100 rooms and suites under the Sheraton brand. Within Sands Cotai Central, we also own and currently operate approximately 370,000 square feet of gaming space, approximately 350,000 square feet of meeting space and approximately 330,000 square feet of retail space, as well as entertainment and dining facilities. We have begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $460 million . Upon completion of the project, the integrated resort will feature approximately 370,000 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 mid-2015). As of March 31, 2015 , we have capitalized costs of $4.58 billion for the entire project, including the land premium (net of amortization) and $67.6 million in outstanding construction payables. Approximately 80.4% and 85.4% of the gross revenue at Sands Cotai

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Central for the three months ended March 31, 2015 and 2014 , respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.

We own the Four Seasons Macao, 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 105,000 square feet of gaming space; retail space of approximately 258,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities operated by us. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. We have completed the structural work of the tower and are advancing our plans to monetize units within the Four Seasons Apartments. Approximately 72.3% and 88.3% of the gross revenue at the Four Seasons Macao for the three months ended March 31, 2015 and 2014 , 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 241,000 square feet of gaming space; a 289-suite hotel tower; several restaurants; VIP facilities; a theater and other high-end services and amenities. Approximately 92.7% and 93.9% of the gross revenue at the Sands Macao for the three months ended March 31, 2015 and 2014 , 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 75.8% and 76.6% of the gross revenue at the Marina Bay Sands for the three months ended March 31, 2015 and 2014 , 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 72.0% and 72.9% of gross revenue at our Las Vegas Operating Properties for the three months ended March 31, 2015 and 2014 , 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

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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 88.3% and 88.6% of the gross revenue at Sands Bethlehem for the three months ended March 31, 2015 and 2014 , respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming sources.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2014 Annual Report on Form 10-K filed on February 27, 2015.

There were no newly identified significant accounting estimates during the three months ended March 31, 2015 , nor were there any material changes to the critical accounting policies and estimates discussed in our 2014 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,
	2015		2014		Percent Change
	(Dollars in thousands)
Net revenues	$	3,011,622	$	4,010,384	(24.9	)%
Operating expenses	2,300,507		2,866,559		(19.7	)%
Operating income	711,115		1,143,825		(37.8	)%
Income before income taxes	666,703		1,055,881		(36.9	)%
Net income	611,038		996,728		(38.7	)%
Net income attributable to Las Vegas Sands Corp.	511,923		776,185		(34.0	)%



	Percent of Net Revenues
	Three Months Ended March 31,
	2015		2014
Operating expenses	76.4	%	71.5	%
Operating income	23.6	%	28.5	%
Income before income taxes	22.1	%	26.3	%
Net income	20.3	%	24.9	%
Net income attributable to Las Vegas Sands Corp.	17.0	%	19.4	%

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Operating Results

Key Operating Revenue Measurements

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

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

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

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our current 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 24.9% , 21.3% , 22.5% , 18.4% and 25.6% 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 4.7% , 3.4% , 5.4% , 3.6% and 4.8% 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, 22.9% and 31.7% , respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2015 .

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 current mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 21% to 29% for Baccarat and 16% to 20% for non-Baccarat. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 17.1% . Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.0% and 7.0% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 68.4% of our table games play at our Las Vegas Operating Properties, for the three months ended March 31, 2015 , was conducted on a credit basis, while our table games play at Sands Bethlehem was 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.

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

Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

Operating Revenues

Our net revenues consisted of the following:



	Three Months Ended March 31,
	2015			2014			Percent Change
	(Dollars in thousands)
Casino	$	2,376,688		$	3,372,065		(29.5	)%
Rooms	371,413			400,222			(7.2	)%
Food and beverage	189,411			202,787			(6.6	)%
Mall	127,814			109,031			17.2	%
Convention, retail and other	134,137			137,376			(2.4	)%
	3,199,463			4,221,481			(24.2	)%
Less — promotional allowances	(187,841		)	(211,097		)	11.0	%
Total net revenues	$	3,011,622		$	4,010,384		(24.9	)%

Consolidated net revenues were $3.01 billion for the three months ended March 31, 2015 , a decrease of $998.8 million compared to $4.01 billion for the three months ended March 31, 2014 . The decrease in net revenues was driven by a $950.6 million decrease at our Macao operating properties, primarily due to decreased casino revenues.

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Casino revenues decreased $995.4 million compared to the three months ended March 31, 2014 . The decrease is primarily attributable to decreases of $958.6 million at our Macao operating properties and $48.5 million at Marina Bay Sands, driven by decreases in Rolling Chip volume as demand has decreased in the VIP market. The following table summarizes the results of our casino activity:



	Three Months Ended March 31,
	2015			2014			Change
	(Dollars in thousands)
Macao Operations:
The Venetian Macao
Total casino revenues	$	676,914		$	1,075,668		(37.1)%
Non-Rolling Chip drop	$	1,868,018		$	2,410,228		(22.5)%
Non-Rolling Chip win percentage	25.0		%	26.1		%	(1.1) pts
Rolling Chip volume	$	8,518,038		$	15,315,408		(44.4)%
Rolling Chip win percentage	2.83		%	3.49		%	(0.66) pts
Slot handle	$	1,062,476		$	1,452,385		(26.8)%
Slot hold percentage	4.9		%	5.1		%	(0.2) pts
Sands Cotai Central
Total casino revenues	$	493,023		$	750,329		(34.3)%
Non-Rolling Chip drop	$	1,645,066		$	1,800,669		(8.6)%
Non-Rolling Chip win percentage	20.8		%	22.9		%	(2.1) pts
Rolling Chip volume	$	6,082,952		$	15,505,304		(60.8)%
Rolling Chip win percentage	2.76		%	2.83		%	(0.07) pts
Slot handle	$	1,643,766		$	1,821,440		(9.8)%
Slot hold percentage	3.2		%	3.7		%	(0.5) pts
Four Seasons Macao
Total casino revenues	$	125,397		$	340,190		(63.1)%
Non-Rolling Chip drop	$	228,964		$	351,964		(34.9)%
Non-Rolling Chip win percentage	23.1		%	28.4		%	(5.3) pts
Rolling Chip volume	$	3,962,573		$	9,193,662		(56.9)%
Rolling Chip win percentage	2.81		%	3.62		%	(0.81) pts
Slot handle	$	133,923		$	289,789		(53.8)%
Slot hold percentage	4.8		%	4.3		%	0.5 pts
Sands Macao
Total casino revenues	$	218,821		$	306,607		(28.6)%
Non-Rolling Chip drop	$	789,909		$	1,091,913		(27.7)%
Non-Rolling Chip win percentage	19.1		%	18.0		%	1.1 pts
Rolling Chip volume	$	2,526,188		$	5,380,539		(53.0)%
Rolling Chip win percentage	2.86		%	2.59		%	0.27 pts
Slot handle	$	707,077		$	803,221		(12.0)%
Slot hold percentage	3.5		%	3.8		%	(0.3) pts
Singapore Operations:
Marina Bay Sands
Total casino revenues	$	631,928		$	680,445		(7.1)%
Non-Rolling Chip drop	$	1,108,749		$	1,157,352		(4.2)%
Non-Rolling Chip win percentage	25.3		%	23.4		%	1.9 pts
Rolling Chip volume	$	10,089,956		$	12,941,483		(22.0)%
Rolling Chip win percentage	3.41		%	3.41		%	—
Slot handle	$	3,084,269		$	3,049,975		1.1%
Slot hold percentage	4.6		%	4.8		%	(0.2) pts
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues	$	111,787		$	109,790		1.8%
Table games drop	$	533,053		$	518,535		2.8%
Table games win percentage	16.6		%	17.1		%	(0.5) pts
Slot handle	$	578,548		$	473,154		22.3%
Slot hold percentage	7.6		%	8.6		%	(1.0) pts
Sands Bethlehem
Total casino revenues	$	118,818		$	109,036		9.0%
Table games drop	$	263,415		$	247,590		6.4%
Table games win percentage	17.3		%	16.1		%	1.2 pts
Slot handle	$	1,005,167		$	948,510		6.0%
Slot hold percentage	7.1		%	7.1		%	—

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In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

Room revenues decreased $28.8 million compared to the three months ended March 31, 2014 . The decrease is primarily due to decreases of $16.8 million at our Macao operating properties and $7.5 million at Marina Bay Sands, driven by decreases in occupancy. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:



	Three Months Ended March 31,
	2015			2014			Change
	(Room revenues in thousands)
Macao Operations:
The Venetian Macao
Total room revenues	$	59,601		$	65,305		(8.7)%
Occupancy rate	85.8		%	94.4		%	(8.6) pts
Average daily room rate	$	270		$	267		1.1%
Revenue per available room	$	232		$	252		(7.9)%
Sands Cotai Central
Total room revenues	$	71,932		$	79,446		(9.5)%
Occupancy rate	81.5		%	88.8		%	(7.3) pts
Average daily room rate	$	173		$	177		(2.3)%
Revenue per available room	$	141		$	157		(10.2)%
Four Seasons Macao
Total room revenues	$	10,675		$	12,631		(15.5)%
Occupancy rate	77.0		%	87.1		%	(10.1) pts
Average daily room rate	$	410		$	429		(4.4)%
Revenue per available room	$	316		$	373		(15.3)%
Sands Macao
Total room revenues	$	5,615		$	7,261		(22.7)%
Occupancy rate	98.4		%	96.7		%	1.7 pts
Average daily room rate	$	226		$	292		(22.6)%
Revenue per available room	$	222		$	283		(21.6)%
Singapore Operations:
Marina Bay Sands
Total room revenues	$	89,614		$	97,129		(7.7)%
Occupancy rate	94.8		%	99.3		%	(4.5) pts
Average daily room rate	$	414		$	428		(3.3)%
Revenue per available room	$	393		$	425		(7.5)%
U.S. Operations:
Las Vegas Operating Properties
Total room revenues	$	130,557		$	135,713		(3.8)%
Occupancy rate	86.2		%	88.9		%	(2.7) pts
Average daily room rate	$	244		$	241		1.2%
Revenue per available room	$	210		$	214		(1.9)%
Sands Bethlehem
Total room revenues	$	3,419		$	2,737		24.9%
Occupancy rate	84.5		%	68.8		%	15.7 pts
Average daily room rate	$	149		$	146		2.1%
Revenue per available room	$	126		$	101		24.8%

Food and beverage revenues decreased $13.4 million compared to the three months ended March 31, 2014 . The decrease was primarily due to a $9.2 million decrease at our Macao operating properties, driven by a decrease in property visitation.

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Mall revenues increased $18.8 million compared to the three months ended March 31, 2014 . The increase was primarily due to a $17.5 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,
	2015			2014			Change
	(Mall revenues in thousands)
Macao Operations:
Shoppes at Venetian
Total mall revenues	$	44,215		$	38,140		15.9%
Mall gross leasable area (in square feet)	780,754			755,876			3.3%
Occupancy	96.6		%	96.0		%	0.6 pts
Base rent per square foot	$	209		$	186		12.4%
Tenant sales per square foot	$	1,636		$	1,535		6.6%
Shoppes at Cotai Central ⁽¹⁾
Total mall revenues	$	13,402		$	8,720		53.7%
Mall gross leasable area (in square feet)	331,327			210,191			57.6%
Occupancy	98.0		%	99.9		%	(1.9) pts
Base rent per square foot	$	137		$	121		13.2%
Tenant sales per square foot	$	1,407		$	1,365		3.1%
Shoppes at Four Seasons
Total mall revenues	$	29,746		$	23,025		29.2%
Mall gross leasable area (in square feet)	257,467			242,469			6.2%
Occupancy	100.0		%	84.1		%	15.9 pts
Base rent per square foot	$	418		$	363		15.2%
Tenant sales per square foot	$	5,246		$	5,359		(2.1)%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues	$	39,819		$	38,515		3.4%
Mall gross leasable area (in square feet)	644,203			650,083			(0.9)%
Occupancy	95.6		%	88.1		%	7.5 pts
Base rent per square foot	$	214		$	213		0.5%
Tenant sales per square foot	$	1,409		$	1,544		(8.7)%
U.S. Operations:
The Outlets at Sands Bethlehem
Total mall revenues	$	632		$	631		0.2%
Mall gross leasable area (in square feet)	151,029			134,830			12.0%
Occupancy	94.3		%	93.6		%	0.7 pts
Base rent per square foot	$	21		$	22		(4.5)%
Tenant sales per square foot	$	369		$	411		(10.2)%

__________________________


(1)	The third phase of the Shoppes at Cotai Central opened in June 2014. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.

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Operating Expenses

The breakdown of operating expenses is as follows:



	Three Months Ended March 31,
	2015		2014		Percent Change
	(Dollars in thousands)
Casino	$	1,334,829	$	1,867,612	(28.5	)%
Rooms	65,791		64,263		2.4	%
Food and beverage	99,247		100,169		(0.9	)%
Mall	15,137		17,363		(12.8	)%
Convention, retail and other	68,257		90,468		(24.6	)%
Provision for doubtful accounts	57,350		61,918		(7.4	)%
General and administrative	324,478		336,499		(3.6	)%
Corporate	45,223		50,677		(10.8	)%
Pre-opening	9,579		4,300		122.8	%
Development	1,533		1,692		(9.4	)%
Depreciation and amortization	253,922		261,047		(2.7	)%
Amortization of leasehold interests in land	9,838		10,026		(1.9	)%
Loss on disposal of assets	15,323		525		N.M.
Total operating expenses	$	2,300,507	$	2,866,559	(19.7	)%

______________

N.M. - Not meaningful

Operating expenses were $2.30 billion for the three months ended March 31, 2015 , a decrease of $566.1 million compared to $2.87 billion for the three months ended March 31, 2014 . The decrease in operating expenses was primarily due to a decrease in casino expenses at our Macao operating properties.

Casino expenses decreased $532.8 million compared to the three months ended March 31, 2014 . Of the decrease, $477.7 million was due to the 39.0% gross win tax on decreased casino revenues at our Macao operating properties. Additionally, there was a decrease of $57.9 million in other casino related expenses at our Macao operating properties.

Convention, retail and other expenses decreased $22.2 million compared to the three months ended March 31, 2014 . The decrease was primarily due to decreases of $14.3 million and $7.4 million at The Venetian Macao and our Las Vegas Operating Properties, respectively, driven by a decrease in entertainment expenses.

The provision for doubtful accounts was $57.4 million for the three months ended March 31, 2015 , compared to $61.9 million for the three months ended March 31, 2014 . 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.

Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the three months ended March 31, 2015 , primarily related to activities at The Parisian Macao. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

The loss on disposal of assets of $15.3 million for the three months ended March 31, 2015 , primarily related to dispositions at our Macao operating properties.

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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 intersegment 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,
	2015		2014			Percent Change
	(Dollars in thousands)
Macao:
The Venetian Macao	$	269,942	$	470,084		(42.6	)%
Sands Cotai Central	155,910		265,206			(41.2	)%
Four Seasons Macao	44,472		113,041			(60.7	)%
Sands Macao	57,378		91,438			(37.2	)%
Other Asia	3,532		(1,414		)	N.M.
	531,234		938,355			(43.4	)%
Marina Bay Sands	415,272		435,161			(4.6	)%
United States:
Las Vegas Operating Properties	74,109		79,652			(7.0	)%
Sands Bethlehem	29,893		26,531			12.7	%
	104,002		106,183			(2.1	)%
Total adjusted property EBITDA	$	1,050,508	$	1,479,699		(29.0	)%

______________

N.M. - Not meaningful

Adjusted property EBITDA at our Macao operations decreased $407.1 million compared to the three months ended March 31, 2014 . As previously described, the decrease was primarily due to the decrease in casino operations at our Macao operating properties, driven by decreased demand in the VIP market.

Adjusted property EBITDA at Marina Bay Sands decreased $19.9 million compared to the three months ended March 31, 2014 . As previously described, the decrease was primarily due to the decrease in casino operations, driven by decreased demand in the VIP market.

Adjusted property EBITDA at our Las Vegas Operating Properties decreased $5.5 million compared to the three months ended March 31, 2014 . The decrease was primarily due to a $8.2 million decrease in net revenues (excluding intersegment royalty revenue), driven by a decrease in rooms revenue.

Adjusted property EBITDA at Sands Bethlehem increased $3.4 million compared to the three months ended March 31, 2014 . The increase was primarily due to a $10.5 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.

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Interest Expense

The following table summarizes information related to interest expense:



	Three Months Ended March 31,
	2015			2014
	(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)	$	66,614		$	69,076
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo	3,798			3,797
Less — capitalized interest	(4,157		)	(1,747		)
Interest expense, net	$	66,255		$	71,126
Cash paid for interest	$	55,442		$	59,582
Weighted average total debt balance	$	9,842,433		$	10,012,530
Weighted average interest rate	2.7		%	2.8		%

Interest cost decreased $2.5 million compared to the three months ended March 31, 2014 , due to decreases in our weighted average debt balance and weighted average interest rate. Capitalized interest increased $2.4 million compared to the three months ended March 31, 2014 , primarily due to the construction of The Parisian Macao.

Other Factors Effecting Earnings

Other income was $15.5 million for the three months ended March 31, 2015 , compared to other expense of $4.7 million for the three months ended March 31, 2014 . The amounts in both periods were primarily due to foreign exchange gains and losses.

The loss on modification or early retirement of debt of $18.0 million for the three months ended March 31, 2014, was related to the refinancing of our 2011 VML Credit Facility in March 2014.

Our effective income tax rate was 8.3% for the three months ended March 31, 2015 , compared to 5.6% for the three months ended March 31, 2014 . The effective income tax rates reflect 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, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or a portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.

The net income attributable to our noncontrolling interests was $99.1 million for the three months ended March 31, 2015 , compared to $220.5 million for the three months ended March 31, 2014 . 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.

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The following tables summarize the results of our mall operations for the three months ended March 31, 2015 and 2014 (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, 2015
Mall revenues:
Minimum rents ⁽²⁾	$	36,172	$	27,373		$	9,847		$	30,297		$	478	$	104,167
Overage rents	1,071		158			401			2,612			154		4,396
CAM, levies and management fees	6,972		2,215			3,154			6,910			—		19,251
Total mall revenues	44,215		29,746			13,402			39,819			632		127,814
Mall operating expenses:
Common area maintenance	3,649		1,336			1,525			6,034			293		12,837
Management fees and other direct operating expenses	1,362		248			644			(55		)	101		2,300
Mall operating expenses	5,011		1,584			2,169			5,979			394		15,137
Property taxes	—		—			—			1,097			323		1,420
Provision for (recovery of) doubtful accounts	2		(86		)	106			(16		)	—		6
Mall-related expenses ⁽³⁾	5,013		1,498			2,275			7,060			717		16,563
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 ⁽⁴⁾	1,114		—			—			1,757			271		3,142
Provision for (recovery of) doubtful accounts	139		78			(21		)	258			—		454
Mall-related expenses ⁽³⁾	7,079		1,763			1,692			9,726			699		20,959

____________________


(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)	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.


(4)	Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao; however, we received an additional six-year property tax exemption in May 2014.

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.

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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 is intended to include a gaming area (to be operated under our gaming subconcession), a hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. We have commenced construction and 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. As with projects of this nature, we will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in the second half of 2016, subject to Macao government approval. We have capitalized costs of $970.9 million , including the land premium (net of amortization) and $93.5 million in outstanding construction payables, as of March 31, 2015 . 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, 2015 , we have capitalized an aggregate of $10.13 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 the sites on which The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao are located. We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land. As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.

Under our land concession for The Parisian Macao, we are required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement that the development be completed by December 2016. We have applied for an extension from the Macao government to complete The Parisian Macao, as we believe we will be unable to meet the April 2016 deadline. Should we determine that we are unable to complete Sands Cotai Central by December 2016, we would then also expect to apply for another extension from the Macao government. If we are unable to meet the Sands Cotai Central deadline 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 $970.9 million or $4.58 billion in capitalized construction costs and land premiums (net of amortization), as of March 31, 2015 , 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. 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, 2015 .

Other

We continue to aggressively pursue new development opportunities globally.

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Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:



	Three Months Ended March 31,
	2015			2014
	(In thousands)
Net cash generated from operating activities	$	734,295		$	1,132,627
Cash flows from investing activities:
Change in restricted cash and cash equivalents	(332		)	948
Capital expenditures	(367,336		)	(251,727		)
Proceeds from disposal of property and equipment	417			541
Net cash used in investing activities	(367,251		)	(250,238		)
Cash flows from financing activities:
Proceeds from exercise of stock options	6,138			32,115
Excess tax benefits from stock-based compensation	4,335			4,112
Repurchase of common stock	—			(734,363		)
Dividends paid	(826,960		)	(915,072		)
Distributions to noncontrolling interests	(3,652		)	(2,579		)
Proceeds from long-term debt	—			1,319,725
Repayments on long-term debt	(624,950		)	(828,063		)
Payments of deferred financing costs	—			(57,255		)
Net cash used in financing activities	(1,445,089		)	(1,181,380		)
Effect of exchange rate on cash	(21,809		)	1,979
Decrease in cash and cash equivalents	$	(1,099,854	)	$	(297,012	)

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, 2015 , decreased $398.3 million compared to the three months ended March 31, 2014 . The decrease was primarily attributable to the decrease in operating cash flows generated from our Macao operations.

Cash Flows — Investing Activities

Capital expenditures for the three months ended March 31, 2015 , totaled $367.3 million , including $326.5 million for construction and development activities in Macao, which consisted primarily of $163.5 million for The Parisian Macao and $123.4 million for Sands Cotai Central; $23.5 million in Singapore; $11.6 million at our Las Vegas Operating Properties; and $5.7 million for corporate and other activities.

Cash Flows — Financing Activities

Net cash flows used in financing activities were $1.45 billion for the three months ended March 31, 2015 , which was primarily attributable to $827.0 million in dividend payments and repayments of $440.4 million and $165.6 million on our 2011 VML Revolving Facility and 2013 U.S. Revolving Facility, respectively.

As of March 31, 2015 , we had $2.36 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit.

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Capital Financing Overview

Through March 31, 2015 , we have funded our development projects primarily through borrowings under our U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.

Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility 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, also requires our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ending March 31 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, which was amended in August 2014, 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, 2015 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of March 31, 2015 , our U.S., Macao and Singapore leverage ratios were 0.8x, 1.0x and 2.2x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.5x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately $2.41 billion and restricted cash and cash equivalents of approximately $6.9 million as of March 31, 2015 , of which approximately $1.68 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.68 billion , approximately $1.30 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.

During the three months ended March 31, 2015, we made repayments of $440.4 million and $165.6 million on our 2011 VML and 2013 U.S. Revolving Facilities, respectively. In April 2015, we entered into a joinder agreement (the "Joinder Agreement") to the 2011 VML Credit Facility. Under the Joinder Agreement, certain lenders have agreed to provide term loan commitments of $1.0 billion (the "2011 VML Accordion Term"), which was funded on April 30, 2015 (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”).

On February 27, 2015, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") per share to SCL shareholders (a total of $1.03 billion , of which we retained $722.4 million during the three months ended March 31, 2015 ). On March 31, 2015, we paid a dividend of $0.65 per common share as part of a regular cash dividend program. During the three months ended March 31, 2015, we recorded $519.1 million as a distribution against retained earnings (of which $280.6 million related to our Principal Stockholder’s family and the remaining $238.5 million related to all other shareholders). In April 2015, our Board of Directors declared a quarterly dividend of $0.65 per common share (a total

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estimated to be approximately $519 million ) to be paid on June 30, 2015, to shareholders of record on June 22, 2015. We expect this level of dividend to continue quarterly through the remainder of 2015.

In June 2013, our Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expires in June 2015, but was substantially completed during the year ended December 31, 2014. In October 2014, our Board of Directors authorized the repurchase of an additional $2.0 billion of our outstanding common stock, which expires in October 2016. 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, 2015 , there were no share repurchases under this program. All share repurchases of our common stock have been recorded as treasury stock.

Aggregate Indebtedness and Other Known Contractual Obligations

As of March 31, 2015 , 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, 2014 , with the exception of the following:


•	repayments of $440.4 million on our Extended 2011 VML Revolving Facility (which would have matured in March 2020 with no interim amortization); and


•	repayments of $165.6 million on our 2013 U.S. Revolving Facility (which would have matured 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;

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•	disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;


•	the extensive regulations to which we are subject to and the costs of compliance with such regulations;


•	increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;


•	our ability to meet certain development deadlines;


•	the uncertainty of tourist behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Pennsylvania;


•	regulatory policies in mainland China or other countries in which our customers reside, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;


•	our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;


•	our relationship with GGP or any successor owner of the Grand Canal Shoppes;


•	new developments, construction and ventures, including our Cotai Strip developments;


•	the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;


•	our insurance coverage, including the risk that we have not obtained sufficient coverage or will only be able to obtain additional coverage at significantly increased rates;


•	disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;


•	our ability to collect gaming receivables from our credit players;


•	our dependence on chance and theoretical win rates;


•	fraud and cheating;


•	our ability to establish and protect our IP rights;


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


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


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


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


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


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


•	the continued services of our key management and personnel;


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


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


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


•	the completion of infrastructure projects in Macao; and

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•	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 may manage through the use of interest rate cap agreements. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on March 31, 2015 , 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 :



	2016			2017			2018			2019			2020			Thereafter			Total			Fair Value ⁽¹⁾
	(Dollars in millions)
LIABILITIES
Long-term debt
Variable rate	$	93.2		$	148.5		$	328.4		$	1,728.6		$	3,614.9		$	3,314.8		$	9,228.4		$	9,060.6
Average interest rate ⁽²⁾	2.8		%	2.4		%	1.9		%	1.9		%	2.1		%	3.1		%	2.4		%
ASSETS
Cap agreements ⁽³⁾	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—

_______________________________________


(1)	The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).


(2)	Based upon contractual interest rates for current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable rate debt levels as of March 31, 2015 , an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $82.0 million.


(3)	As of March 31, 2015 , we had 4 interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.

Borrowings under the 2013 U.S. Credit Facility bear interest, at our option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 1.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 2.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility (subject to a Eurodollar rate floor of 0.75%), respectively. Borrowings under the 2011 VML Credit Facility bear interest, at our option, at either an adjusted Eurodollar rate or HIBOR, 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 set forth in the credit facility agreement, as amended. The credit spread for the Extended 2011

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VML Term and Revolving Facilities ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate. The credit spread for the Extended 2011 VML Term and Revolving Facilities ranges from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum, which is subject to reduction based on a ratio of debt to Adjusted EBITDA. Borrowings under the airplane financings bear interest at LIBOR plus 1.25% or 1.5% per annum.

Foreign currency transaction gains for the three months ended March 31, 2015 , were $15.6 million primarily due to Singapore dollar denominated intercompany debt held in the U.S. and U.S. dollar denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of March 31, 2015 , an assumed 10% change in the U.S. dollar/SGD exchange rate would cause a foreign currency transaction gain/loss of approximately $31.3 million and an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $11.4 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, 2015 , and have concluded that they are effective at the reasonable assurance level.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

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

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PART II OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 , 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, 2014 .

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, 2015 :



Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		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) ⁽¹⁾
January 1, 2015 — January 31, 2015	—	$	—	—	$	1,765,001
February 1, 2015 — February 28, 2015	—	$	—	—	$	1,765,001
March 1, 2015 — March 31, 2015	—	$	—	—	$	1,765,001

__________________________

(1)

In June 2013, the Company’s Board of Directors approved a stock repurchase program, which expires on June 5, 2015 , with an initial authorization of $2.0 billion . In October 2014, the Company's Board of Directors authorized the repurchase of an additional $2.0 billion of its outstanding common stock, which expires on October 9, 2016. 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 stock.

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ITEM 6 — EXHIBITS

List of Exhibits



Exhibit No.		Description of Document
10.1		Joinder Agreement, dated as of April 10, 2015, to the Amended and Restated Credit Agreement dated March 31, 2014 among VML US Finance LLC, as Borrower, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent.
10.2		Employment Agreement, dated as of March 17, 2015, between Venetian Casino Resort, LLC and George M. Markantonis.
10.3		Separation and General Release, dated as of January 15, 2015, between Edward M. Tracy and Venetian Macau Limited, its subsidiaries, affiliates and related entities.
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

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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, 2015	By:	/s/ Sheldon G. Adelson
		Sheldon G. Adelson Chairman of the Board and Chief Executive Officer

May 7, 2015	By:	/s/ Michael A. Quartieri
		Michael A. Quartieri Chief Accounting Officer (Principal Financial Officer)

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Part 1 Financial Informationprint Item 1 Financial Statementsprint Note 1 Organization and Business Of Companyprint Note 2 Property and Equipment, Netprint Note 3 Long-term Debtprint Note 4 Equity and Earnings Per Shareprint Note 5 Variable Interest Entitiesprint Note 6 Income Taxesprint Note 7 Stock-based Employee Compensationprint Note 8 Fair Value Measurementsprint Note 9 Commitments and Contingenciesprint Note 10 Segment Informationprint Note 11 Condensed Consolidating Financial Informationprint Item 2 Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3 Quantitative and Qualitative Disclosures About Market Riskprint Item 4 Controls and Proceduresprint Part II Other Informationprint Item 1 Legal Proceedingsprint Item 1A Risk Factorsprint Item 2 Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6 Exhibitsprint

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Virgil L Winland	76	Virgil L. Winland retired from his position as Senior Vice President of Manufacturing at the Company in 2021 after 50 years of service. Mr. Winland was employed at Lennox Industries when the Company acquired its cylinders business in 1971. After various roles with the legacy pressure cylinders division, he became Vice President of Manufacturing in 1985 and Group Vice President of Worthington Cylinders in 1995. Two years later, Mr. Winland became Group President of Worthington Cylinders. Mr. Winland was named Senior Vice President of Manufacturing for the Company in 2001, where he was responsible for coordinating best practices throughout all business units, drove cost reduction efforts and worked to assess, develop and monitor manufacturing plants across the Company. Mr. Winland’s knowledge and depth of experience in manufacturing, leading strategic initiatives, managing and developing human capital, and the Company’s history and Philosophy make him well qualified to serve on the Board.
Paul G Heller	60	Paul G. Heller was appointed as a director of the Company in December 2023. He retired in March 2024 as senior Executive Vice President and Chief Technology and Operations Officer at Huntington Bancshares Incorporated where he led the bank’s information technology, payments, cyber security, digital, corporate operations and customer contact center initiatives. Prior to joining Huntington in 2012, Mr. Heller was the managing director for the corporate internet group at JP Morgan Chase. Mr. Heller is an active member of the Central Ohio community, serving as a member of the Board of Trustees for the Center of Science and Industry (COSI), an Endowment Board member at Saint Charles Preparatory School and member of the board of directors of The Ohio State University’s CampusParc. Mr. Heller earned a Bachelor of Science in Finance from Miami University and a Master of Business Administration from The Ohio State University Fisher School of Business. Mr. Heller's knowledge and depth of experience in technology, strategic matters, financial analysis and risk management make him well qualified to serve on the Board.
Ozey K Horton Jr	73	Ozey K. Horton, Jr. has served continuously as a director of the Company since 2011 and is a member of the Compensation Committee and the Nominating and Governance Committee. He is an independent advisor and serves as Director Emeritus of McKinsey & Company, a management consulting firm, from which he retired in February 2011. Prior to that time, Mr. Horton served as a Director of McKinsey & Company from 1981 through February 2011. Prior to his service with McKinsey & Company, Mr. Horton had early career experiences in manufacturing, corporate development and project engineering. Mr. Horton has served as a director of Louisiana-Pacific Corporation, a global leader in engineered wood products, since September 2016 where he serves as a member of its Finance & Audit Committee and its Nominating and Corporate Governance Committee. In 2018, he became a director of ArborGen Holdings Limited, a producer of genetic tree seedling products. Mr. Horton serves on the Dabbagh Group Holding Co. Ltd. Advisory Board. He also serves as a member of the MUSC Hollings Cancer Center Advisory Board, and the Liberty Fellows Senior Advisor Group. He formerly served as a member of the Metso Corporation Board and The Board of Visitors of the Pratt School of Engineering/Duke University. Mr. Horton has extensive experience working in Europe, South America, India and Asia. Mr. Horton has a Bachelor of Science in Engineering in civil and environmental engineering from Duke University and a Master of Business Administration from the Harvard Business School. Over the years, Mr. Horton led numerous corporate growth, strategic, mergers and acquisitions, and performance improvement initiatives at global clients across a range of industries — especially in the basic industrials space (such as metals and mining; pulp, paper and packaging; chemicals; and energy). He has also led several practices within McKinsey & Company: as founder of the global pulp, paper, and packaging practice; co-leader of the global basic materials practice; and leader of the global operations practice within the energy and materials sector. Mr. Horton’s wide-ranging experience working with manufacturing and other companies, both domestically and globally, provides unique expertise to the Board, and all of the attributes described above make him well suited to serve on the Board.	LOUISIANA-PACIFIC CORP
Michael J Endres	76	Michael J. Endres has served continuously as a director of the Company since 1999 and is a member of the Executive Committee and the Compensation Committee. Mr. Endres serves as Senior Advisor to Stonehenge Partners, Inc., a private equity investment firm he co-founded in August 1999. His duties include, among other things, providing advice related to specific company financial characteristics, balance sheet and income statement analysis, as well as industry growth rates and trends, and managing the acquisition and disposition of the firm’s investments. Mr. Endres served as a director of Huntington Bancshares Incorporated from April 2003 to April 2018. Mr. Endres served as a director of W.W. Williams Company, a diversified aftermarket parts and service provider to the commercial vehicle and equipment markets, from October 2011 to 2016, and formally served as a director of TRI-W Group (successor to W.W. Williams Company). He has been a director and Chairman of Conterra AG, a real estate finance company, since 2014; and Calibre Group LLC, an industrial-focused private equity firm, since 2015. Mr. Endres served as a director of Tim Hortons Inc. from 2006 until December 2014 (when it was acquired by Restaurant Brands International), where he was Chair of its Audit Committee and a member of its Executive Committee. Mr. Endres received a Bachelor of Science from Miami University. Mr. Endres has a depth of experience in equity investing, business development, strategic initiatives and acquisitions, financial analysis, leadership and management, and is a director of various companies.
Mark C Davis	64	Mark C. Davis has served continuously as a director of the Company since 2011 and is a member of the Audit Committee. Mr. Davis is a private investor and the CEO of Lank Acquisition Corp., which invests in minority and majority positions in public and private companies. Prior to forming Lank Acquisition Corp. in 2007, Mr. Davis spent 20 years in a variety of senior investment banking positions. From 1996 to 2003, Mr. Davis was a senior executive at JPMorgan Chase where he began as Head of the Merger and Acquisition Group. He became Head of General Industry Investment Banking in 2000 and was also Co-Head of Investment Banking Coverage which comprised all of JPMorgan Chase’s corporate clients, and was named Vice Chairman of Investment Banking in 2002. Mr. Davis holds a Master of Business Administration from the Tuck School of Business and a Bachelor of Arts from Dartmouth College. Mr. Davis’ financial knowledge and depth of experience in equity investing, strategic matters, acquisitions, financial analysis and investment banking make him well qualified to continue to serve on the Board, and qualify him as an “audit committee financial expert”, as defined by SEC Rules.
Kerrii B Anderson	67	Kerrii B. Anderson has served continuously as a director of the Company since September 2010 and is a member of the Audit Committee and the Compensation Committee. Ms. Anderson has been a private investor and board advisor since September 2008. Prior to that time, she served as CEO and President of Wendy’s International, Inc. (now known as The Wendy’s Company), a restaurant operating and franchising company, from November 2006 until September 2008 when that company merged with a subsidiary of Triarc Companies, Inc. to form Wendy’s/Arby’s Group, Inc. She served as a director of Wendy’s International, Inc. from 2001 until September 2008, and as Wendy’s Interim CEO and President from April to November 2006 and as its Executive Vice President and CFO from 2000 to April 2006. Previously, Ms. Anderson served as Senior Vice President and CFO of M/I Schottenstein Homes, Inc. (now known as M/I Homes, Inc.), a builder of single-family homes, from 1987 to 2000. Ms. Anderson has served as a member of the board of directors of Labcorp Holdings, Inc. since May 2006, where she is member of its Audit Committee and a member of its Nominating and Board Governance Committee. She joined the board of directors of Abercrombie & Fitch Co. in February 2018 and is the Chair of its Audit and Finance Committee and serves on the Nominating and Governance Committee. She also joined the board of directors of The Sherwin-Williams Company in April 2019 and has chaired its Compensation and Management Development Committee since April 2021, where she is Chair of the Compensation and Management Development Committee and a member of the Nominating and Corporate Governance Committee. Previously, she served as a member of the board of directors of Chiquita Brands International, Inc. from 2009 to January 2015, including service as Chairwoman of the Board from October 2012 to January 2015, as Chair of its Nominating and Governance Committee and as a member of its Audit Committee until January 2015 when Chiquita was acquired by Cavendish Global Limited and became a private company; and as a member of the board of directors of P. F. Chang’s China Bistro, Inc. from 2009 until July 2012 when P.F. Chang’s was acquired by Wok Acquisition Corp. Ms. Anderson chairs the Finance Committee of The Columbus Foundation and is a member of the OhioHealth Corporation Executive Compensation Committee. She is a Certified Public Accountant and qualifies as an “audit committee financial expert”, as defined by SEC Rules, given her experience as a CEO and CFO of other large, publicly traded companies. Ms. Anderson received a B.A. from Elon University and a Master of Business Administration from the Duke University Fuqua School of Business. Ms. Anderson’s extensive corporate governance experience through her service on other public company boards, her extensive experience in accounting and financial reporting and analysis, strong record of leadership in operations and strategy, and prior experience as a CEO of a public company and CFO of several public companies, in addition to other public company board service, make Ms. Anderson a valuable asset to the Board and its various committees, and well qualified to serve on the Board. Ms. Anderson also received the NACD CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University.	SHERWIN WILLIAMS CO, ABERCROMBIE & FITCH CO /DE/
John H McConnell	39	John H. McConnell II was appointed as a director of the Company in January 2023 and is a member of the Executive Committee. Mr. McConnell has served as the Chairman of the Board of JMAC, Inc., a private investment company, since September 2023. Mr. McConnell was Vice President, Global Business Development, of the Company's former Sustainable Energy Solutions business from June 2021 until December 2023. He also previously served as Business Director of the Company's North American High Pressure Vessels business from November 2019 to June 2021 and Product Manager of the Company's Life Support Technology products from June 2014 to November 2019. Mr. McConnell also held various roles with the Company from 2000 to 2012, and with the Columbus Blue Jackets, a National Hockey League team, from 2012 to 2014. Mr. McConnell holds a Bachelor of Arts in Strategic Communications and a Master of Business Administration from The Ohio State University. Mr. McConnell serves on the boards of the National Veterans Memorial and Museum, the Columbus Zoo and Aquarium and the Cohesion Foundation. Mr. McConnell's long association with the Company, the governance skills he has developed serving on various other boards, and the variety of roles in which he has served the Company and other organizations make him well qualified to continue to serve on the Board. In addition, as the Company’s largest shareholder, the McConnell family members have a strong interest in the continuing success of the Company and have always played an important role in the business. Mr. McConnell's participation on the Board ensures that commitment to successful stewardship continues.	Worthington Steel, Inc.
John B Blystone	71	John B. Blystone has served as the Chairman of the Board of the Company since December 2023, the Chair of our Executive Committee since September 2023 and a director of the Company since 1997. He served as our Executive Chairman from September 2023 through November 2023 and as our Lead Independent Director from January 2007 until September 2023. Mr. Blystone has served as the Executive Chairman of the Board of Worthington Steel, Inc. since the Separation in December 2023. Mr. Blystone served as Chairman of the Board, President and CEO of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, cooling technologies and services and service solutions, from December 1995 to December 2004, when he retired. From 1991 to 1995, Mr. Blystone served in various managerial and operating roles with General Electric Company. Mr. Blystone served as Chairman of the Board of Freedom Group, Inc., which manufactures and markets firearms, ammunition and related products, from August 2010 to March 2012. Mr. Blystone serves as a director for Blystone Consulting, LLC and as General Partner of Blystone Capital Partners. Mr. Blystone graduated from the University of Pittsburgh with a Bachelor of Arts in Mathematics and Economics. Mr. Blystone has extensive business experience in managing and operating both domestic and international operations, including as a chief executive officer of a large public company. He has expertise in acquisitions, financial and business analysis, and in generally managing issues that face a large public company. In addition to the experiences and skills previously noted, Mr. Blystone’s business acumen, his long service on the Board, and his collegial style and leadership resulted in his election as the Chairman of the Board and make him well qualified to continue to serve as a director.	Worthington Steel, Inc.
David P Blom	70	David P. Blom has served continuously as a director of the Company since June 2019 and is a member of the Nominating and Governance Committee. Mr. Blom served as President and CEO of OhioHealth Corporation, a not-for-profit, healthcare system in central Ohio, from March 2002 until his retirement in June 2019. Mr. Blom previously served as President of OhioHealth’s central Ohio hospitals – Grant Medical Center, Riverside Methodist Hospital and Doctors Hospital – while also serving as Executive Vice President and Chief Operating Officer of OhioHealth. Mr. Blom currently serves as a member of the board of directors for several organizations, including Healthy Roster since 2017, Vizient Inc. since 2011, Methode Electronics since 2019 and Kimball Midwest Advisory Council since 2015. Mr. Blom previously served on the board of directors of The Columbus Foundation from 2011 to 2017 and the board of directors of Dominion Homes, Inc. from 2006 to 2009. Mr. Blom holds a Master of Health Services Administration in Healthcare Administration from George Washington University, and a Bachelor of Arts in Business Administration from The Ohio State University. Mr. Blom has a track record of achievement and a solid understanding of complex issues, particularly those facing healthcare delivery. He has expertise in leading strategic initiatives, managing and developing human capital, improving profitability, and improving quality of care and customer experience, which enables him to bring a unique and valuable perspective to the Board, and makes him well qualified to serve on the Board.
Billy R Vickers	66	Billy R. Vickers was appointed as a director of the Company in December 2023. He is President and CEO Modular Assembly Innovations, LLC (“MAI”). One of the largest minority-owned businesses in the country, MAI is the parent company of Great Lakes Assemblies, Gulf Shore Assemblies, Indiana Assemblies and North American Assemblies. These locations span four states, employ approximately 400 associates and generate more than $1.2 billion in revenue. Mr. Vickers holds a Bachelor of Science in Animal Science from North Carolina State University and has completed the Kellogg Advance Management Education Program at Northwestern University. Mr. Vickers began his manufacturing career at Ironton Castings in Ironton, Ohio and went on to earn various leadership roles and achieve successful entrepreneurial pursuits throughout his more than 35-year career. Mr. Vickers also serves on the Boards of Directors for the Nationwide Children's Hospital Foundation, Fifth Third Bank Advisory Board and A Kid Again National Office and is a member of the Columbus Partnership, the Ohio Manufacturers’ Association and the Federal Reserve Bank of Cleveland, Columbus Advisory Council. Mr. Vickers' knowledge and depth of experience in manufacturing, leading strategic initiatives, managing and developing human capital, and improving performance and profitability make him well qualified to serve on the Board.

									Non-Equity Incentive Plan Compensation
Name and Principal Position During Fiscal 2024	Fiscal Year	Salary ($)		Discretionary Bonus ($)		Stock Awards ($)	Option Awards ($)		Annual Incentive Bonus Award ($)		3-year Cash Performance Award ($)		All Other Compensation ($)		Total ($)
B. Andrew Rose	2024		814,904		0	3,961,405		430,770		1,626,240		3,146,666		130,983		10,110,968
President & Chief Execuive Officer	2023		735,038		0	2,246,806		415,798		1,047,900		2,666,666		167,578		7,279,786
	2022		668,038		0	2,533,999		333,944		1,860,000		2,000,000		141,943		7,537,924
Joseph B. Hayek	2024		529,471		250,000	2,708,391		150,510		937,200		1,000,000		90,155		5,665,727
Executive Vice President &	2023		490,769		0	691,211		126,049		613,770		840,000		103,769		2,865,568
Chief Financial & Operations Officer	2022		441,519		0	517,634		104,728		1,100,000		706,666		105,014		2,975,561
Patrick J. Kennedy
Vice President, General Counsel	2024		420,592		250,000	1,219,820		51,900		454,080		283,334		53,368		2,733,094
& Secretary
Sonya L. Higginbotham
Senior Vice President & Chief of Corporate Affairs,	2024		246,608		150,000	1,098,492		30,735		246,381		150,000		98,015		2,020,231
Communications & Sustainability
Steven M. Caravati	2024		358,503		0	929,420		51,900		360,720		150,000		48,838		1,899,381
President, Consumer Products	2023		334,815		0	1,298,194		39,288		243,146		155,900		37,596		2,108,939
Geoffrey G. Gilmore	2024		338,946		0	729,435		142,725		588,652		1,073,332		14,460		2,887,551
Former Executive Vice President	2023		656,515		0	774,713		145,693		810,176		1,026,668		99,462		3,513,227
& Chief Operations Officer	2022		630,669		0	601,900		122,512		1,550,001		946,668		109,721		3,961,471
John P. McConnell	2024		144,859		0	0		0		207,133		2,000,000		12,062		2,364,054
Former Executive Chairman	2023		426,452		0	0		0		427,623		1,676,456		48,902		2,579,433
	2022		410,861		0	0		0		824,000		3,320,600		48,383		4,603,844

Owner	Position	Direct Shares	Indirect Shares
MCCONNELL JOHN P/OH	-	1,338,630	44,250
ROSE B ANDREW	-	437,698	10,665
ROSE B ANDREW	-	425,195	10,665
HAYEK JOSEPH B	-	195,383	1,617
HAYEK JOSEPH B	-	186,990	1,656
GILMORE GEOFFREY G	-	174,471	0
HAYEK JOSEPH B	-	141,880	1,617
SMOLENSKI ERIC M	-	85,857	7,576
SCHIAVO MARY FACKLER	-	80,574	0
ENDRES MICHAEL J	-	76,689	66,000
ANDERSON KERRII B	-	71,334	436
HORTON OZEY K JR	-	41,688	0
McConnell John H II	-	30,950	245
Kennedy Patrick J.	-	18,998	0
Kennedy Patrick J.	-	18,355	0
HIGGINBOTHAM SONYA L	-	17,413	434
SOUZA COLIN J	-	15,752	1
BOWES JAMES R	-	13,894	0
Witt Steven R	-	6,930	0
CHAN KEVIN J	-	5,589	2,783
Standridge Brantley J	-	1,650	0
LYTTLE CATHERINE M	-	142	0

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