Las Vegas Sands Annual Report 2013

FY2013 Annual Report · Las Vegas Sands

Loading PDF…

A N N UA L R E P ORT 2013

YEA RS AT THE FOR EFRONT OF EXCELLENCE
T H E VE N E T I A N L A S V E G A S
T H E VE N E T I A N L A S V E G A S

ellow Shareholders,

I am pleased to present to you our 2013 Annual Report.

2013 was a banner year for the Company as we continued to successfully execute our operating strategies
and fortify our position as the preeminent worldwide developer and operator of convention-based Integrated
Resorts. We delivered another industry-leading financial performance, setting records in net revenue, adjusted
property EBITDA, cash flows from operations, adjusted net income and diluted earnings per share.

It is gratifying that the Company was able to return over $1.7 billion of cash to shareholders during 2013
in the form of dividends and stock repurchases. We remain committed to growing the return of cash to
shareholders in the years ahead, and in November 2013 we were pleased to announce a 43% increase in
our annual recurring dividend to $2.00 per common share for the 2014 year.

In Macao, our property portfolio produced record revenues and cash flows from operations during the year. We are now constructing our fourth
Integrated Resort on the Cotai Strip, The Parisian Macao, which is targeted to open in late 2015. The Parisian Macao will be a highly-themed
destination Integrated Resort with world-class entertainment amenities including a half-scale replica of the Eiffel Tower (over 40 stories high)
with dining, shopping, retail and entertainment offerings designed to appeal to Asia’s expanding business and leisure travelers.

In Singapore, Marina Bay Sands continued its strong financial performance and remains both a must-see destination in Asia and among the
most successful Integrated Resorts in the world. We are pleased that Marina Bay Sands has contributed to increasing business and leisure
tourism to Singapore and we are confident it will continue to deliver growth for the company and significant economic benefits to Singapore
in the years ahead. We believe that the success of Marina Bay Sands has allowed it to serve as an important reference site for emerging
jurisdictions that are considering Integrated Resort development.

In Las Vegas, the market continued to improve in 2013 and our revenue and EBITDA were up, reflecting a record year for the number of
hotel rooms that we sold to group and convention customers. In Pennsylvania, Sands Bethlehem delivered healthy growth during the year.

We also saw the benefits of our Integrated Resort business model extend far beyond our own financial success. The Company’s properties
and service offerings, featuring dining, shopping, convention, group meeting and entertainment experiences, increase the appeal of our
host countries as business and leisure tourism destinations, while helping to diversify their economies, attract outside investment and
increase employment.

If the right conditions for investment are established, we believe our Integrated Resort business model can provide meaningful economic benefits
in additional countries in Asia. We believe our unmatched track record of successful Integrated Resort development coupled with our industry-
leading financial strength uniquely positions us to secure and capitalize on the most promising Integrated Resort development opportunities in
the world.

The Company remains committed to maximizing returns to shareholders through the execution of our three-pronged operating strategy:

• First, the maximization of cash flow from our existing Integrated Resort properties;

• Second, the development of new destination Integrated Resort properties in Asia; and

• Third, the continued growth of our return of capital to shareholders.

Additionally, I am proud to highlight the positive impact that the Company and our nearly 50,000 team members have had on the local
communities in which we operate around the world. Through Sands Cares, our corporate citizenship program, we are committed to making
the local communities a better place to live while also reducing our environmental impact on the planet.

Thank you for your support and the confidence you continue to show in our Company. We look forward to sharing with you the ongoing
success of the Company in the years ahead.

Sheldon G. Adelson
Chairman and Chief Executive Officer
April 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

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

For the fiscal year ended December 31, 2013
or

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 registrant as specified in its charter)

Nevada

(State or other jurisdiction of
incorporation or organization)

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

27-0099920

(IRS Employer
Identification No.)

89109
(Zip Code)

Registrant’s telephone number, including area code:
(702) 414-1000
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Common Stock ($0.001 par value)

Name of Each Exchange on Which Registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Large accelerated filer

Accelerated filer

Non-Accelerated filer

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate
market value of the registrant’s common stock held by non-affiliates of the registrant was $20,743,792,754 based on the closing
sale price on that date as reported on the New York Stock Exchange.

The Company had 812,566,265 shares of common stock outstanding as of February 27, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

Description of document
Portions of the definitive Proxy Statement to be used in connection with
the registrant’s 2014 Annual Meeting of Stockholders

Part of the Form 10-K
Part III (Item 10 through Item 14)

Smaller reporting company
No

Las Vegas Sands Corp.

Table of Contents

PART I ............................................................................................................................................................................

ITEM 1 — BUSINESS ............................................................................................................................................

ITEM 1A — RISK FACTORS ...................................................................................................................................

ITEM 1B — UNRESOLVED STAFF COMMENTS................................................................................................

ITEM 2 — PROPERTIES........................................................................................................................................

ITEM 3 — LEGAL PROCEEDINGS......................................................................................................................

ITEM 4 — MINE SAFETY DISCLOSURES.........................................................................................................

PART II ...........................................................................................................................................................................

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES ...............................................................

ITEM 6 — SELECTED FINANCIAL DATA..........................................................................................................

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS............................................................................................................
ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................................................

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE .............................................................................................................

ITEM 9A — CONTROLS AND PROCEDURES......................................................................................................

ITEM 9B — OTHER INFORMATION.....................................................................................................................

PART III..........................................................................................................................................................................

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE..............................

ITEM 11 — EXECUTIVE COMPENSATION.........................................................................................................

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.........................................................................................

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE..............................................................................................................................

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES........................................................................

PART IV..........................................................................................................................................................................

ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.............................................................

Page

39
64

128

129

130

ITEM 1. — BUSINESS

Our Company

PART I

Las Vegas Sands Corp. (“LVSC,” or together with its subsidiaries “we” or the “Company”) is a Fortune 500 company
and the leading global developer of destination properties (integrated resorts) that feature premium accommodations,
world-class gaming, entertainment and retail, convention and exhibition facilities, celebrity chef restaurants and other
amenities.

We currently own and operate integrated resorts in Asia and the United States. We believe that our geographic
diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality
and gaming industry to continue generating substantial cash flow while simultaneously pursuing new development
opportunities. Our unique convention-based marketing strategy allows us to attract business travelers during the slower
mid-week periods while leisure travelers fill our properties during the weekends. Our convention, trade show and meeting
facilities combined with the on-site amenities offered at our Macao, Singapore and Las Vegas integrated resort properties
provide flexible and expansive space for trade shows, conventions and other meetings.

In addition, our properties are differentiated by our important high-end gaming facilities and significant retail
offerings. The Paiza Club located at our properties is an important part of our VIP gaming marketing strategy. Our Paiza
Clubs are exclusive invitation-only clubs available to our premium players that feature high-end services and amenities,
including luxury accommodations, restaurants, lounges and private gaming salons. We also offer players club loyalty
programs at our properties, which provide access to rewards, privileges and members-only events. Additionally, we believe
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. With the completion of the remaining
phase of Sands Cotai Central, we will own approximately 2.7 million square feet of gross retail space.

Through our 70.2% ownership of Sands China Ltd. (“SCL”), we own and operate a collection of integrated resort
properties in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”). These
properties include The Venetian Macao Resort Hotel (“The Venetian Macao”), Sands Cotai Central, the Four Seasons
Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao,” which is managed by Four Seasons Hotels, Inc.) and the
Plaza Casino, which we own and operate (together with the Four Seasons Hotel Macao, the “Four Seasons Macao”) and
the Sands Macao. We have also commenced construction activities on The Parisian Macao, which is currently expected
to open in late 2015.

In Singapore, we own and operate the iconic Marina Bay Sands, which has become one of Singapore’s major tourist,

business and retail destinations since its opening in 2010.

Our properties in the United States include The Venetian Resort Hotel Casino (“The Venetian Las Vegas”) and The
Palazzo Resort Hotel Casino (“The Palazzo”), Five-Diamond luxury resorts on the Las Vegas Strip, as well as the Sands
Expo and Convention Center (the “Sands Expo Center”) in Las Vegas, Nevada and the Sands Casino Resort Bethlehem
(the “Sands Bethlehem”) in Bethlehem, Pennsylvania.

We pride ourselves on being an exemplary employer and an upstanding corporate citizen that helps improve the
quality of life for our team members and the communities in which we operate. Through our Sands Foundation and other
avenues, we are an active community partner offering assistance to charitable organizations and other worthy causes.

We are also committed to protecting the environment and to being a global leader in sustainable resort development.
Through our Sands ECO 360 Global Sustainability program, we develop and implement environmental practices for our
existing and future resort developments to protect our natural resources, offer our team members a safe and healthy work
environment and enhance the resort experiences of our guests.

LVSC was incorporated as a Nevada corporation in August 2004. Our common stock is traded on the New York
Stock Exchange (the “NYSE”) under the symbol “LVS.” Our principal executive office is located at 3355 Las Vegas
Boulevard South, Las Vegas, Nevada 89109 and our telephone number at that address is (702) 414-1000. Our website
address is www.sands.com. The information on our website is not part of this Annual Report on Form 10-K.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements
and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other
filings that we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge
on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are

also available at the SEC’s internet site address at www.sec.gov or in the SEC’s Public Reference Room at 100 F Street,
NE, Washington D.C., 20549. Information related to the operation of the SEC’s public reference room may be obtained
by calling the SEC at 1-800-SEC-0330.

This Annual Report on Form 10-K contains certain forward-looking statements. See “Item 7 — Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking
Statements.”

Our principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the
United States. Management reviews the results of operations for each of its operating segments, which generally are our
properties. In Macao, our operating segments are: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands
Macao; and Other Asia (comprised primarily of our ferry operations and various other operations that are ancillary to our
properties in Macao). In Singapore, our operating segment is Marina Bay Sands. In the United States, our operating
segments are: 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 our organizational and management reporting structure. Management also reviews construction and
development activities for each of its primary projects under development, in addition to its reportable segments noted
above. See “Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations —
Development Projects.” Our primary projects under development are The Parisian Macao and the remaining phase of
Sands Cotai Central in Macao and our Las Vegas condominium project (which construction is currently suspended) in
the United States. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial
Statements — Note 17 — Segment Information.”

Asia Operations

Macao

The Venetian Macao is the anchor property of our Cotai Strip development and is conveniently located approximately
two miles from Macao’s Taipa Temporary Ferry Terminal on Macao’s Taipa Island. The Venetian Macao includes
approximately 385,000 square feet of gaming space with approximately 660 table games and 2,200 slot machines. The
Venetian Macao features a 39-floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and the Shoppes
at Venetian, approximately 923,000 square feet of unique retail shopping with more than 300 stores featuring many
international brands and home to more than 50 restaurants featuring an international assortment of cuisines. In addition,
The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, a 1,800-
seat theater, the 15,000-seat CotaiArena that hosts world-class entertainment and sporting events and a Paiza Club.

Sands Cotai Central is located across the street from The Venetian Macao and Four Seasons Macao and is our largest
integrated resort on the Cotai Strip. We opened the Conrad and Holiday Inn tower and the first Sheraton tower, in April
and September 2012, respectively, and the second Sheraton tower in January 2013. The property includes approximately
350,000 square feet of gaming space with approximately 460 table games and 1,900 slot machines. We have begun
construction of the remaining phase of the project, which includes the St. Regis hotel and mixed-used tower. Upon
completion, Sands Cotai Central will consist of a 13.7 million-square-foot 6,400-room integrated resort complex featuring
rooms, suites and apart-hotel units, approximately 800,000 square feet of retail, entertainment and dining space, over
550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014).

The Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately 113,000 square feet
of gaming space with approximately 140 table games and 180 slot machines at its Plaza Casino. The Four Seasons Macao
also has 360 elegantly appointed rooms and suites; several food and beverage offerings; and conference and banquet
facilities. The Shoppes at Four Seasons includes approximately 260,000 square feet of retail space and is connected to
the Shoppes at Venetian. The Four Seasons Macao also features our ultra-exclusive Paiza Mansions, which are individually
designed and made available by invitation only.

The Sands Macao, the first U.S. operated Las Vegas-style casino in Macao, is situated near the Macao-Hong Kong
Ferry Terminal on a waterfront parcel centrally located between Macao’s Gonbei border gate with China and Macao’s
central business district. The Sands Macao includes approximately 260,000 square feet of gaming space with
approximately 260 table games and 1,100 slot machines. The Sands Macao also includes a 289-suite hotel tower, spa
facilities, several restaurants and entertainment areas, and a Paiza Club.

We operate the gaming areas within our Macao properties pursuant to a 20-year gaming subconcession that expires

in June 2022. See “— Regulation and Licensing — Macao Concession and Our Subconcession.”

Singapore

Marina Bay Sands opened during 2010 and features approximately 2,600 rooms and suites located in three 55-story
hotel towers. Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infinity
swimming pool and several dining options. The integrated resort offers approximately 160,000 square feet of gaming
space with approximately 650 table games and 2,400 slot machines; The Shoppes at Marina Bay Sands, an enclosed retail,
dining and entertainment complex with signature restaurants from world-renowned chefs; an event plaza and promenade;
and an Art/Science museum. Marina Bay Sands also includes approximately 1.2 million square feet of meeting and
convention space and two state-of-the-art theaters for top Broadway shows, concerts and gala events.

Asia Markets

Macao

Macao is the largest gaming market in the world and the only market in China to offer legalized casino gaming.
According to Macao government statistics, annual gaming revenues reached $45.3 billion in 2013, an 18.5% increase
over 2012.

We believe that Macao will continue to experience meaningful growth in both gaming and non-gaming revenues
and the record 29.3 million visitors Macao welcomed in 2013 will continue to increase. We believe this growth will result
from a variety of factors, including the movement of Chinese citizens to urban centers in China, the introduction of new
transportation infrastructure and the coming increase in hotel room inventory.

Table games are the dominant form of gaming in Asia, with baccarat being the most popular game. With the increase
in the mass gaming market, we have seen a significant increase in slot machine play and expect this business to continue
to grow in Macao. We intend to continue to introduce more modern and popular products that appeal to the Asian
marketplace and believe that our high-quality gaming product has enabled us to capture a meaningful share of the overall
Macao gaming market, including the VIP player segment.

Proximity to Major Asian Cities

More than 1.0 billion people are estimated to live within a three-hour flight from Macao and more than 3.0 billion

people are estimated to live within a five-hour flight from Macao.

Visitors from Hong Kong, southeast China, Taiwan and other locations in Asia can reach Macao in a relatively short
time, using a variety of transportation methods, and visitors from more distant locations in Asia can take advantage of
short travel times by air to Macao, Zhuhai, Shenzhen, Guangzhou or to Hong Kong (followed by a road, ferry or helicopter
trip to Macao). In addition, numerous air carriers fly directly into Macao International Airport from many major cities in
Asia.

Macao draws a significant number of customers who are visitors or residents of Hong Kong. One of the major
methods of transportation to Macao from Hong Kong is the jetfoil ferry service, including our ferry service, CotaiJet.
Macao is also accessible from Hong Kong by helicopter. In addition, the bridge linking Hong Kong, Macao and Zhuhai
is expected to reduce the travel time between central Hong Kong and Macao and is expected be completed in 2016.

Competition in Macao

Gaming in Macao is administered by the government through concessions awarded to three different concessionaires
and three subconcessionaires, of which we are one. No additional concessions have been granted by the Macao government
since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of
additional concessions or subconcessions, we would face additional competition.

Sociedade de Jogos de Macau S.A. (“SJM”) holds one of the three concessions and currently operates 21 facilities
throughout Macao. Historically, SJM was the only gaming operator in Macao, with many of its gaming facilities being
relatively small locations that are offered as amenities in hotels; however, some are large operations, including the Hotel
Lisboa and The Grand Lisboa.

Wynn Resorts (Macau), S.A. (“Wynn Resorts Macau”), a subsidiary of Wynn Resorts Limited, holds a concession
and owns and operates the Wynn Macau and Encore at Wynn Macau, which opened in September 2006 and April 2010,
respectively. In 2006, Wynn Resorts Macau sold its subconcession right under its gaming concession to an affiliate of
5

Publishing and Broadcasting Limited (“PBL”), which permitted the PBL affiliate to receive a gaming subconcession from
the Macao government. In May 2007, the PBL affiliate opened the Crown Macao, now known as Altira. In June 2009,
the PBL affiliate opened the City of Dreams, an integrated casino resort located adjacent to our Sands Cotai Central,
which includes Crown Towers, Hard Rock and Grand Hyatt hotels. In May 2012, the Macao government granted a land
concession to Wynn Resorts Macau, allowing the casino operator to construct a full scale integrated resort in Cotai. The
integrated resort will be located behind the City of Dreams and currently is expected to open in early 2016.

Galaxy Casino Company Limited (“Galaxy”) holds the third concession and has the ability to operate casino
properties independent of our subconcession agreement with Galaxy and the Macao government. Galaxy currently operates
five casinos in Macao, including StarWorld Hotel, which opened in October 2006, and Galaxy Macau, which is located
near The Venetian Macao and opened in May 2011. In April 2012, Galaxy announced the development of a second phase
of its Galaxy Macau property in Cotai. The expansion is expected to include an additional 1,300 hotel rooms, as well as
additional retail and convention and exhibition facilities. The expansion is expected to be completed in 2015.

MGM Grand Paradise Limited, a joint venture between MGM Resorts International and Pansy Ho Chiu-King,
obtained a subconcession from SJM in April 2005, allowing the joint venture to conduct gaming operations in Macao.
The MGM Grand Macau opened in December 2007 and is located on the Macao Peninsula adjacent to the Wynn Macau.
In October 2012, MGM Grand Paradise Limited received a land concession from the Macao government to develop an
integrated resort on an 18-acre site located behind Sands Cotai Central.

Our Macao operations also face competition from other gaming and resort destinations, both in Asia and globally.

Singapore

Singapore is regarded as having the most developed financial and transportation infrastructure in the Southeast
Asia region. Singapore has established itself as a destination for both business and leisure visitors, offering convention
and exhibition facilities as well as world-class shopping malls and hotel accommodations. In 2006, after a competitive
bid process, the Singapore government awarded two concessions to develop and operate two integrated resorts. We were
awarded the concession for the Marina Bay site, which is adjacent to Singapore’s central business district, and Genting
International was awarded the second integrated resort site, located on Singapore’s Sentosa Island.

Based on figures released by the Singapore Tourism Board (the “STB”), Singapore welcomed 15.5 million
international visitors in 2013, a 6.7% increase compared to 2012. Tourism receipts are estimated to have reached
23.0 billion Singapore dollars (“SGD,” approximately $18.1 billion at exchange rates in effect on December 31, 2013)
in 2012 (the latest information publicly available at the time filing), a 3.0% increase compared to 2011. The Casino
Regulatory Authority (the “CRA”), the gaming regulator in Singapore, does not disclose gaming revenue for the market
and thus no official figure exists.

We believe Marina Bay Sands is ideally positioned within Singapore to cater to both business and leisure visitors.
The integrated resort is centrally located within a 20-minute drive from Singapore’s Changi International Airport and
near the new Marina Bay Cruise Center, a deep-water cruise ship terminal that opened in October 2012, and Bayfront
station, a mass rapid transit station. Marina Bay Sands is also located near several entertainment attractions, including
the Gardens by the Bay botanical gardens, which opened in June 2012, and the planned Singapore Sports Hub, a sports
complex that will feature a new 55,000-seat National Stadium.

To date, the overall gaming market consists of a balanced contribution from both the VIP and mass gaming segments.
Consistent with our experience in Macao, baccarat is the preferred table game in both the VIP and mass gaming segments.
Additionally, contributions from slot machines and from the mass gaming segment, including electronic table games
offerings, have enhanced the early growth of the market. As Marina Bay Sands and the Singapore market as a whole
continue to mature, we expect to broaden our visitor base to continue to capture visitors from around the world.

Proximity to Major Asian Cities

About 100 airlines operate in Singapore, connecting it to over 250 cities in 60 countries. In 2013, 53.7 million
passengers passed through Singapore’s Changi Airport, a 5.0% increase as compared to 2012. The estimated population
within a 5-hour flight of Singapore is more than 2.0 billion. Based on figures released by the STB, the largest source
markets for visitors to Singapore for 2012 (the latest information publicly available at the time filing), were Indonesia
and China. The STB’s methodology for reporting visitor arrivals does not recognize Malaysian citizens entering Singapore
by land, although this method of visitation is generally thought to be substantial.

Competition in Singapore

Gaming in Singapore is administered by the government through the award of licenses to two operators, of which
we are one. Pursuant to the request for proposals to develop an integrated resort at Marina Bay, Singapore (the “Request
for Proposal”), the CRA is required to ensure that there will not be more than two casino licenses during a ten-year
exclusive period (the “Exclusivity Period,” that began on March 1, 2007).

Resorts World Sentosa, which is 100% owned by Genting Singapore and located on Sentosa Island, began its phased
opening on January 20, 2010, and is primarily a family tourist destination connected to Singapore via a 500-meter long
vehicular and pedestrian bridge. Apart from the casino, the resort includes six hotels, a Universal Studios theme park, the
Marine Life Park, the Maritime Experiential Museum & Aquarium, conventions and exhibitions facilities, restaurants,
as well as a Malaysian food street, and retail shops.

U.S. Operations

Las Vegas

Our Las Vegas Operating Properties form an integrated resort that includes The Venetian Las Vegas, The Palazzo

and the Sands Expo Center.

The Venetian Las Vegas has 4,028 suites situated in a 3,015-suite, 35-story three-winged tower rising above the
casino and the adjoining 1,013-suite, 12-story Venezia tower. The casino at The Venetian Las Vegas has approximately
120,000 square feet of gaming space and includes approximately 110 table games and 1,250 slot machines. The Venetian
Las Vegas features a variety of amenities for its guests, including a Paiza Club, several theaters and a Canyon Ranch
SpaClub.

The Palazzo features modern European ambience and design, and is directly connected to The Venetian Las Vegas
and Sands Expo Center. The casino at The Palazzo has approximately 105,000 square feet of gaming space and includes
approximately 140 table games and 1,100 slot machines. The Palazzo has a 50-floor luxury hotel tower with 3,064 suites
and includes a Canyon Ranch SpaClub, a Paiza Club and a world-class theater.

The Venetian Las Vegas and The Palazzo feature two enclosed retail, dining and entertainment complexes, currently
referred to as the Grand Canal Shoppes. The complex located within The Venetian Las Vegas (previously known as “The
Grand Canal Shoppes”) and the complex located within The Palazzo (previously known as “The Shoppes at The Palazzo”)
were sold to GGP Limited Partnership (“GGP”) in 2004 and 2008, respectively.

Sands Expo Center is one of the largest overall trade show and convention facilities in the United States (as measured
by net leasable square footage), with approximately 1.2 million gross square feet of exhibit and meeting space. We also
own an approximately 1.1 million-gross-square-foot meeting and conference facility that links Sands Expo Center to The
Venetian Las Vegas and The Palazzo. Together, we offer approximately 2.3 million gross square feet of state-of-the-art
exhibition and meeting facilities that can be configured to provide small, mid-size or large meeting rooms and/or
accommodate large-scale multi-media events or trade shows.

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. The Sands Bethlehem features approximately 145,000 square
feet of gaming space that includes approximately 150 table games and more than 3,000 slot machines; a 300-room hotel
tower; a 150,000-square-foot retail facility (“The Outlets at Sands Bethlehem”); 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 Sands Bethlehem through
our ownership interest in Sands Bethworks Gaming LLC (“Sands Bethworks Gaming”) and more than 35% of the economic
interest in the retail portion of Sands Bethlehem through our ownership interest in Sands Bethworks Retail LLC (“Sands
Bethworks Retail”).

Las Vegas Market

The Las Vegas hotel/casino industry is highly competitive. Hotels on the Las Vegas Strip compete with other hotels
on and off the Las Vegas Strip, including hotels in downtown Las Vegas. In addition, there are large projects in Las Vegas
currently suspended or in the development stage and when opened may target the same customers as we do. We also
compete with casinos located on Native American tribal lands. The proliferation of gaming in California and other areas

located in the same region as our Las Vegas Operating Properties could have an adverse effect on our financial condition,
results of operations or cash flows. Our Las Vegas Operating Properties also compete, to some extent, with other hotel/
casino facilities in Nevada and Atlantic City, hotel/casino and other resort facilities elsewhere in the country and the
world, internet gaming websites and state lotteries.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas. The continued
proliferation of gaming venues could have a significant and adverse effect on our business. In particular, the legalization
of casino gaming in or near major metropolitan areas from which we traditionally attract customers could have a material
adverse effect on our business. The current global trend toward liberalization of gaming restrictions and the resulting
proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas Operating Properties,
which could have an adverse effect on our financial condition, results of operations or cash flows. Also, on December 23,
2011, the U.S. Department of Justice (the “DOJ”) released an opinion on the application of the Wire Act to interstate
transmission of wire communications, concluding that such communications that did not relate to a “sporting event or
contest” fell outside the prohibition of the Wire Act. In concluding as such, the DOJ reversed earlier opinions that the
Wire Act was not limited to such communications on sporting events or contests. Those states that permit these distribution
channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our
business.

Las Vegas generally competes with trade show and convention facilities located in and around major U.S. cities.
Within Las Vegas, the Sands Expo Center competes with the Las Vegas Convention Center (the “LVCC”), which currently
has approximately 3.2 million gross square feet of convention and exhibit facilities. In addition to the LVCC, some of
our Las Vegas competitors have convention and conference facilities that compete with our Las Vegas Operating Properties.

Competitors of our Las Vegas Operating Properties that can offer a hotel/casino experience that is integrated with
substantial trade show and convention, conference and meeting facilities, could have an adverse effect on our competitive
advantage in attracting trade show and convention, conference and meeting attendees.

Retail Mall Operations

We own and operate retail malls at our integrated resorts at The Venetian Macao, Four Seasons Macao, Sands Cotai
Central, Marina Bay Sands and Sands Bethlehem. Upon completion of the remaining phase of Sands Cotai Central, we
will own approximately 2.7 million square feet of gross retail space. As further described in “Agreements Relating to the
Malls in Las Vegas” below, the Grand Canal Shoppes were sold to GGP and are not owned or operated by us. 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 revenue primarily from leases with tenants through base minimum rents, overage rents,
management fees and reimbursements for common area maintenance ("CAM") and other expenditures. For further
information related to the financial performance of our malls, see “Item 7 — Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”

The tables below set forth certain information regarding our mall operations as of December 31, 2013. These tables

do not reflect subsequent activity in 2014.

Mall Name
Shoppes at Venetian...............................................

Total GLA

(1)

Selected Significant Tenants

755,452(2) Manchester United Experience, Piaget, Zara,

Shoppes at Four Seasons .......................................

241,895(3) Versace, Brioni, Canali, Cartier, Gucci, Dior,

Swarovski, Vertu, Victoria’s Secret, Tiffany &
Co.

Shoppes at Cotai Central .......................................

210,143

Armani, Bottega Veneta, Hugo Boss
Kid’s Cavern, Zara, Omega, Gucci, Ralph
Lauren, Chow Tai Fook

The Shoppes at Marina Bay Sands........................

The Outlets at Sands Bethlehem............................

642,241(4) Louis Vuitton, Chanel, Fendi, BVLGARI, Prada,
Gucci, Zara, Banana Republic, Adidas

134,830(5) Coach, Lenox, Tommy Hilfiger, Nine West,

Guess, Ultra Diamonds, Under Armour, Puma

____________________

(1) Represents Gross Leasable Area in square feet.

(2) Excludes approximately 166,000 square feet of space on the fifth floor and 1,500 square feet of space on the third

floor currently not on the market for lease.

(3) Excludes approximately 20,000 square feet of space on the mezzanine level currently not on the market for lease.
(4) Excludes approximately 134,000 square feet of space operated by the Company.
(5) Excludes approximately 16,100 square feet of undeveloped space.

The following table reflects our tenant representation by category for our mall operations as of December 31, 2013:

Category
Fashion (luxury, women’s, men’s, mixed)...

Square Feet
618,270

Restaurants and lounges ..............................

Multi-Brands................................................

Fashion accessories and footwear ...............

418,724

206,880

162,552

% of
Square Feet

Representative Tenants

33% Louis Vuitton, Dior, Gucci, Versace,

Chanel, Fendi

23% CUT, db Bistro, Todai, North, Café Deco

11% Duty-free shops, The Atrium

9% Coach, Salvatore Ferragamo, Tumi,

Rimowa

Jewelry.........................................................

147,378

8% BVLGARI, Omega, Cartier, Rolex,

Health and beauty ........................................

Lifestyle, sports and entertainment..............

Banks and services ......................................

Home furnishing and electronics.................

Specialty foods ............................................

108,927

55,478

47,303

45,835

23,742

Tiffany & Co.

6% Sephora, The Body Shop, Sa Sa

3% Manchester United Experience, Adidas,

Ferrari

3% Bank of China, Citibank, ICBC

2% Nokia, Vertu, Da Vinci

1% The Chocolate Shop, Cold Storage

Specialty

Arts and gifts ...............................................

17,321

1% Emporio di Gondola

Total.............................................................

1,852,410

100%

Advertising and Marketing

We advertise in many types of media, including television, internet, radio, newspapers, magazines and other out-
of-home advertising (e.g. billboards), to promote general market awareness of our properties as unique vacation, business
and convention destinations due to our first-class hotels, casinos, retail stores, restaurants and other amenities. We actively
engage in direct marketing as allowed in various geographic regions, which is targeted at specific market segments,
including the premium slot and table games markets.

Development Projects

We are continuing to develop our properties in Macao and the U.S. We also continue to aggressively pursue a variety
of new development opportunities around the world. See “Item 7 — Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Development Projects.”

Regulation and Licensing

Macao Concession and Our Subconcession

In June 2002, the Macao government granted one of three concessions to operate casinos in Macao to Galaxy.
During December 2002, we entered into a subconcession agreement with Galaxy, which was approved by the Macao
government. The subconcession agreement allows us to develop and operate certain casino projects in Macao, including
Sands Macao, The Venetian Macao, Four Seasons Macao, Sands Cotai Central and The Parisian Macao (once opened),
separately from Galaxy. Under the subconcession agreement, we are obligated to operate casino games of chance or
games of other forms in Macao. We were also obligated to develop and open The Venetian Macao and a convention center
by December 2007, and we were required to invest, or cause to be invested, at least 4.4 billion patacas (approximately
$550.9 million at exchange rates in effect on December 31, 2013) in various development projects in Macao by June
2009, which obligations we have fulfilled.

If the Galaxy concession is terminated for any reason, our subconcession will remain in effect. The subconcession
may be terminated by agreement between Galaxy and us. Galaxy is not entitled to terminate the subconcession unilaterally;

however, the Macao government, with the consent of Galaxy, may terminate the subconcession under certain
circumstances. Galaxy has developed, and may continue to develop, hotel and casino projects separately from us.

We are subject to licensing and control under applicable Macao law and are required to be licensed by the Macao
gaming authorities to operate a casino. We must pay periodic fees and taxes, and our gaming license is not transferable.
We must periodically submit detailed financial and operating reports to the Macao gaming authorities and furnish any
other information that the Macao gaming authorities may require. No person may acquire any rights over the shares or
assets of Venetian Macau Limited (“VML”), SCL’s wholly owned subsidiary, without first obtaining the approval of the
Macao gaming authorities. Similarly, no person may enter into possession of its premises or operate them through a
management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving
a license from, the Macao gaming authorities. The transfer or creation of encumbrances over ownership of shares
representing the share capital of VML or other rights relating to such shares, and any act involving the granting of voting
rights or other stockholders’ rights to persons other than the original owners, would require the approval of the Macao
government and the subsequent report of such acts and transactions to the Macao gaming authorities.

Our subconcession agreement requires, among other things: (i) approval of the Macao government for transfers of
shares in VML, or of any rights over or inherent to such shares, including the grant of voting rights or other stockholder’s
rights to persons other than the original owners, as well as for the creation of any charge, lien or encumbrance on such
shares; (ii) approval of the Macao government for transfers of shares, or of any rights over such shares, in any of our
direct or indirect stockholders, provided that such shares or rights are directly or indirectly equivalent to an amount that
is equal to or higher than 5% of VML’s share capital; and (iii) that the Macao government be given notice of the creation
of any encumbrance or the grant of voting rights or other stockholder’s rights to persons other than the original owners
on shares in any of the direct or indirect stockholders in VML, provided that such shares or rights are equivalent to an
amount that is equal to or higher than 5% of VML’s share capital. The requirements in provisions (ii) and (iii) above will
not apply, however, to securities listed as tradable on a stock exchange.

The Macao gaming authorities may investigate any individual who has a material relationship to, or material
involvement with, us to determine whether our suitability and/or financial capacity is affected by this individual. LVSC
and SCL shareholders with 5% or more of the share capital, directors and some of our key employees must apply for and
undergo a finding of suitability process and maintain due qualification during the subconcession term, and accept the
persistent and long-term inspection and supervision exercised by the Macao government. VML is required to notify the
Macao government immediately should VML become aware of any fact that may be material to the appropriate
qualification of any shareholder who owns 5% of the share capital, or any officer, director or key employee. Changes in
licensed positions must be reported to the Macao gaming authorities, and in addition to their authority to deny an application
for a finding of suitability or licensure, the Macao gaming authorities have jurisdiction to disapprove a change in corporate
position. If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for
licensing, we would have to sever all relationships with that person. In addition, the Macao gaming authorities may require
us to terminate the employment of any person who refuses to file appropriate applications.

Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macao
gaming authorities may be found unsuitable. Any stockholder found unsuitable who holds, directly or indirectly, any
beneficial ownership of the common stock of a company incorporated in Macao and registered with the Macao Companies
and Moveable Assets Registrar (a “Macao registered corporation”) beyond the period of time prescribed by the Macao
gaming authorities may lose their rights to the shares. We will be subject to disciplinary action if, after we receive notice
that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

•

pay that person any dividend or interest upon its shares;

allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person;

pay remuneration in any form to that person for services rendered or otherwise; or

fail to pursue all lawful efforts to require that unsuitable person to relinquish its shares.

The Macao gaming authorities also have the authority to approve all persons owning or controlling the stock of

any corporation holding a gaming license.

In addition, the Macao gaming authorities require prior approval for the creation of liens and encumbrances over

VML’s assets and restrictions on stock in connection with any financing.

The Macao gaming authorities must give their prior approval to changes in control of VML through a merger,
consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person

whereby he or she obtains control. Entities seeking to acquire control of a Macao registered corporation must satisfy the
Macao gaming authorities concerning a variety of stringent standards prior to assuming control. The Macao Gaming
Commission may also require controlling stockholders, officers, directors and other persons having a material relationship
or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process
of the transaction.

The Macao gaming authorities may consider some management opposition to corporate acquisitions, repurchases
of voting securities and corporate defense tactics affecting Macao gaming licensees, and the Macao registered corporations
affiliated with such operations, to be injurious to stable and productive corporate gaming.

The Macao gaming authorities also have the power to supervise gaming licensees in order to:

•

assure the financial stability of corporate gaming operators and their affiliates;

preserve the beneficial aspects of conducting business in the corporate form; and

promote a neutral environment for the orderly governance of corporate affairs.

The subconcession agreement requires the Macao gaming authorities’ prior approval of any recapitalization plan
proposed by VML’s Board of Directors. The Chief Executive of Macao could also require VML to increase its share
capital if he deemed it necessary.

The Macao government also has the right, after consultation with Galaxy, to unilaterally terminate the subconcession

agreement at any time upon the occurrence of specified events of default, including:

•

the operation of gaming without permission or operation of business which does not fall within the business
scope of the subconcession;

the suspension of operations of our gaming business in Macao without reasonable grounds for more than seven
consecutive days or more than fourteen non-consecutive days within one calendar year;

the unauthorized transfer of all or part of our gaming operations in Macao;

the failure to pay taxes, premiums, levies or other amounts payable to the Macao government;

the failure to resume operations following the temporary assumption of operations by the Macao government;

the repeated failure to comply with decisions of the Macao government;

the failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within
the prescribed period;

the bankruptcy or insolvency of VML;

fraudulent activity by VML;

serious and repeated violation by VML of the applicable rules for carrying out casino games of chance or games
of other forms or the operation of casino games of chance or games of other forms;

the grant to any other person of any managing power over VML; or

the failure by a controlling shareholder in VML to dispose of its interest in VML following notice from the
gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino
games of chance to the effect that such controlling shareholder can no longer own shares in VML.

In addition, we must comply with various covenants and other provisions under the subconcession, including

obligations to:

•

ensure the proper operation and conduct of casino games;

employ people with appropriate qualifications;

operate and conduct casino games of chance in a fair and honest manner without the influence of criminal
activities;

safeguard and ensure Macao’s interests in tax revenue from the operation of casinos and other gaming areas;
and

• maintain a specified level of insurance.

The subconcession agreement also allows the Macao government to request various changes in the plans and
specifications of our Macao properties and to make various other decisions and determinations that may be binding on
us. For example, the Macao government has the right to require that we contribute additional capital to our Macao
subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the
Macao government to be necessary. VML is limited in its ability to raise additional capital by the need to first obtain the
approval of the Macao gaming and governmental authorities before raising certain debt or equity.

If our subconcession is terminated in the event of a default, the casinos and gaming-related equipment would be
automatically transferred to the Macao government without compensation to us and we would cease to generate any
revenues from these operations. In many of these instances, the subconcession agreement does not provide a specific cure
period within which any such events may be cured and, instead, we would rely on consultations and negotiations with
the Macao government to give us an opportunity to remedy any such default.

The Sands Macao, The Venetian Macao, Four Seasons Macao and Sands Cotai Central are being, and The Parisian
Macao will be, operated under our subconcession agreement. This subconcession excludes the following gaming activities:
mutual bets, lotteries, raffles, interactive gaming and games of chance or other gaming, betting or gambling activities on
ships or planes. Our subconcession is exclusively governed by Macao law. We are subject to the exclusive jurisdiction
of the courts of Macao in case of any dispute or conflict relating to our subconcession.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, the
casinos and gaming-related equipment will automatically be transferred to the Macao government without compensation
to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macao
government may redeem our subconcession by giving us at least one year prior notice and by paying us fair compensation
or indemnity. See “Item 1A — Risk Factors — Risks Associated with Our International Operations — We will stop
generating any revenues from our Macao gaming operations if we cannot secure an extension of our subconcession in
2022 or if the Macao government exercises its redemption right.”

Under our subconcession, we are obligated to pay to the Macao government an annual premium with a fixed portion
and a variable portion based on the number and type of gaming tables employed and gaming machines operated by us.
The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect
on December 31, 2013). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain
kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical
gaming machine, including slot machines (approximately $37,558, $18,779 and $125, respectively, at exchange rates in
effect on December 31, 2013), subject to a minimum of 45.0 million patacas (approximately $5.6 million at exchange
rates in effect on December 31, 2013). We also have to pay a special gaming tax of 35% of gross gaming revenues and
applicable withholding taxes. We must also contribute 4% of our gross gaming revenue to utilities designated by the
Macao government, a portion of which must be used for promotion of tourism in Macao. This percentage may be subject
to change in the future.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada,
gross gaming revenue does not include deductions for credit losses. As a result, if we extend credit to our customers in
Macao and are unable to collect on the related receivables from them, we have to pay taxes on our winnings from these
customers even though we were unable to collect on the related receivables. If the laws are not changed, our business in
Macao may not be able to realize the full benefits of extending credit to our customers. Although there are proposals to
revise the gaming tax laws in Macao, there can be no assurance that the laws will be changed.

In October 2013, we received an additional 5-year exemption from Macao’s corporate income tax on profits
generated by the operation of casino games of chance for the five-year period ending December 31, 2018. We entered
into an agreement with the Macao government effective through 2013 that provided for an annual payment as a substitution
for a 12% tax otherwise due from VML shareholders on dividend distributions. In November 2013, we requested an
additional agreement with the Macao government through 2018 to correspond to the income tax exemption for gaming
operations; however, there is no assurance that we will receive the agreement. See “Item 1A — Risk Factors — Risks
Associated with our International Operations — We are currently not required to pay corporate income taxes on our casino
gaming operations in Macao. This tax exemption expires at the end of 2018. The agreement with the Macao government
that provided for a fixed annual payment that is a substitution for a 12% tax otherwise due from VML’s shareholders on
dividends distributed from our Macao gaming operations expired at the end of 2013."

Development Agreement with Singapore Tourism Board

On August 23, 2006, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development
agreement, as amended by a supplementary agreement on December 11, 2009 (the “Development Agreement”), with the
STB to design, develop, construct and operate the Marina Bay Sands. The Development Agreement includes a concession
for MBS to own and operate a casino within the integrated resort. In addition to the casino, the integrated resort includes,
among other amenities, a hotel, a retail complex, a convention center and meeting room complex, theaters, restaurants
and an art/science museum. MBS is one of two companies that have been awarded a concession to operate a casino in
Singapore. Under the Request for Proposal, the Exclusivity Period provides that only two licensees will be granted the
right to operate a casino in Singapore during the ten-year period. In connection with entering into the Development
Agreement, MBS entered into a 60-year lease with the STB for the parcels underlying the project site and entered into
an agreement with the Land Transport Authority of Singapore for the provision of necessary infrastructure for rapid transit
systems and road works within and/or outside the project site. During the Exclusivity Period, the Company, which is
currently the 100% indirect shareholder of MBS, must continue to be the single largest entity with direct or indirect
controlling interest of at least 20% in MBS, unless otherwise approved by the CRA.

The term of the casino concession provided under the Development Agreement is for 30 years commencing from
the date the Development Agreement was entered into, or August 23, 2006. In order to renew the casino concession, MBS
must give notice to the STB and other relevant authorities in Singapore at least five years before its expiration in
August 2036. The Singapore government may terminate the casino concession prior to its expiration in order to serve the
best interests of the public, in which event fair compensation will be paid to MBS.

On April 26, 2010, MBS was issued a casino license for a three-year period, which required payment of a license
fee of SGD 37.5 million (approximately $29.6 million at exchange rates in effect on December 31, 2013). On April 19,
2013, MBS was granted a license for a further three-year period expiring on April 25, 2016, which required payment of
SGD 57.0 million (approximately $44.9 million at exchange rates in effect on December 31, 2013) as part of the renewal
process. The license is amortized over its three-year term and is renewable upon submitting a renewal application, paying
the applicable fee and meeting the renewal requirements as determined by the CRA.

The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the
development and operation of the project, requirements that MBS obtain prior approval from the STB in order to subdivide
the hotel and retail components of the project, and prohibitions on any such subdivision during the Exclusivity Period.
The Development Agreement also contains provisions relating to the construction of the project and associated deadlines
for substantial completion and opening; the location of the casino within the project site and casino licensing issues;
insurance requirements; and limitations on MBS’ ability to assign the lease or sub-lease any portion of the land during
the Exclusivity Period. In addition, the Development Agreement contains events of default, including, among other things,
the failure of MBS to perform its obligations under the Development Agreement and events of bankruptcy or dissolution.

The Development Agreement required MBS to invest at least SGD 3.85 billion (approximately $3.04 billion at
exchange rates in effect on December 31, 2013) in the integrated resort, which was to be allocated in specified amounts
among the casino, hotel, food and beverage outlets, retail areas, meeting, convention and exhibition facilities, key
attractions, entertainment venues and public areas. This minimum investment requirement, which has been fulfilled, must
be satisfied in full upon the earlier of eight years from the date of the Development Agreement or three years from the
issuance of the casino license, which was issued in April 2010.

MBS was required to complete the construction of the Marina Bay Sands by August 22, 2014, in order to avoid an
event of default under the Development Agreement that could result in a forfeiture of the lease for the land parcels
underlying the integrated resort. Pursuant to the Development Agreement, MBS was permitted to open Marina Bay Sands
in stages and in accordance with an agreed upon schedule. This schedule was met by MBS as confirmed by an audit
conducted on behalf of the STB.

Employees whose job duties relate to the operations of the casino are required to be licensed by the relevant
authorities in Singapore. MBS also must comply with comprehensive internal control standards or regulations concerning
advertising; branch office operations; the location, floor plans and layout of the casino; casino operations including casino
related financial transactions and patron disputes, issuance of credit and collection of debt, relationships with and permitted
payments to junket operators; security and surveillance; casino access by Singaporeans and non-Singaporeans; compliance
functions and the prevention of money laundering; periodic standard and other reports to the CRA; and those relating to
social controls including the exclusion of certain persons from the casino.

There is a goods and services tax of 7% imposed on gross gaming revenue and a casino tax of 15% imposed on the
gross gaming revenue from the casino after reduction for the amount of goods and services tax, except in the case of

gaming by premium players, in which case a casino tax of 5% is imposed on the gross gaming revenue generated from
such players after reduction for the amount of the goods and services tax. The tax rates will not be changed for a period
of 15 years from March 1, 2007. The casino tax is deductible against the Singapore corporate taxable income of MBS.
The provision for bad debts arising from the extension of credit granted to gaming patrons is not deductible against gross
gaming revenue when calculating the casino tax, but is deductible for the purposes of calculating corporate income tax
and the goods and services tax (subject to the prevailing law). MBS is permitted to extend casino credit to persons who
are not Singapore citizens or permanent residents, but is not permitted to extend casino credit to Singapore citizens or
permanent residents except to premium players.

The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area,
which must not be more than 15,000 square meters (approximately 161,000 square feet). The following are not counted
towards the gaming area: back of house facilities, reception, restrooms, food and beverage areas, retail shops, stairs,
escalators and lift lobbies leading to the gaming area, aesthetic and decorative displays, performance areas and major
aisles. The casino located within Marina Bay Sands may not have more than 2,500 gaming machines, but there is no limit
on the number of tables for casino games permitted in the casino.

On January 31, 2013, certain amendments to the Casino Control Act (the “Singapore Act”) became effective. Among
the changes introduced by these amendments is a revision of the maximum financial penalty that may be imposed on a
casino operator by way of disciplinary action on a number of grounds, including contravention of a provision of the
Singapore Act or a condition of the casino license. Under the amended provisions, a casino operator may be subject to a
financial penalty, for each ground of disciplinary action, of a sum not exceeding 10% of the annual gross gaming revenue
(as defined in the Singapore Act) of the casino operator for the financial year immediately preceding the date the financial
penalty is imposed.

The amendments to the Singapore Act also included an introduction of an additional factor to be considered by the
CRA in determining future applications and/or renewals for a casino license. Applicants are required to be a suitable
person to develop, maintain and promote the integrated resort as a compelling tourist destination that meets prevailing
market demand and industry standards and contributes to the tourism industry in Singapore. The Singapore government
is in the process of establishing an evaluation panel and standards for review. This change could have an effect on future
licensing considerations for MBS. We believe MBS’ iconic tourist destination in Singapore and the far east is well-
established at this time.

State of Nevada

The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming
Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”) and various local regulations.
Our gaming operations are also subject to the licensing and regulatory control of the Nevada Gaming Commission (the
“Nevada Commission”), the Nevada Gaming Control Board (the “Nevada Board”) and the Clark County Liquor and
Gaming Licensing Board (the “CCLGLB” and together with the Nevada Commission and the Nevada Board, the “Nevada
Gaming Authorities”).

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations

of public policy that are concerned with, among other things:

•

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at
any time or in any capacity;

the establishment and maintenance of responsible accounting practices and procedures;

the maintenance of effective controls over the financial practices of licensees, including establishing minimum
procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-
keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

the prevention of cheating and fraudulent practices; and

the establishment of a source of state and local revenues through taxation and licensing fees.

Any change in such laws, regulations and procedures could have an adverse effect on our Las Vegas operations.

Las Vegas Sands, LLC (“LVSLLC”) is licensed by the Nevada Gaming Authorities to operate both The Venetian
Las Vegas and The Palazzo as a single resort hotel as set forth in the Nevada Act. The gaming license requires the periodic
payment of fees and taxes and is not transferable. LVSLLC is also registered as an intermediary company of Venetian
Casino Resort, LLC (“VCR”). VCR is licensed as a manufacturer and distributor of gaming devices. LVSLLC and VCR
14

are collectively referred to as the “licensed subsidiaries.” LVSC is registered with the Nevada Commission as a publicly
traded corporation (the “registered corporation”). As such, we must periodically submit detailed financial and operating
reports to the Nevada Gaming Authorities and furnish any other information that the Nevada Gaming Authorities may
require. No person may become a stockholder of, or receive any percentage of the profits from, the licensed subsidiaries
without first obtaining licenses and approvals from the Nevada Gaming Authorities. Additionally, the CCLGLB has taken
the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling
a gaming licensee. We, and the licensed subsidiaries, possess all state and local government registrations, approvals,
permits and licenses required in order for us to engage in gaming activities at The Venetian Las Vegas and The Palazzo.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material
involvement with us or the licensed subsidiaries to determine whether such individual is suitable or should be licensed
as a business associate of a gaming licensee. Officers, directors and certain key employees of the licensed subsidiaries
must file applications with the Nevada Gaming Authorities and may be required to be licensed by the Nevada Gaming
Authorities. Our officers, directors and key employees who are actively and directly involved in the gaming activities of
the licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities.

The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they
deem reasonable. A finding of suitability is comparable to licensing; both require submission of detailed personal and
financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability, or the
gaming licensee by whom the applicant is employed or for whom the applicant serves, must pay all the costs of the
investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities, and in addition to their
authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction
to disapprove a change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to
have an inappropriate relationship with us or the licensed subsidiaries, we would have to sever all relationships with such
person. In addition, the Nevada Commission may require us or the licensed subsidiaries to terminate the employment of
any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing
are not subject to judicial review in Nevada.

We, and the licensed subsidiaries, are required to submit periodic detailed financial and operating reports to the
Nevada Commission. Substantially all of our and our licensed subsidiaries’ material loans, leases, sales of securities and
similar financing transactions must be reported to or approved by the Nevada Commission.

If it were determined that we or a licensed subsidiary violated the Nevada Act, the registration and gaming licenses
we then hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and
regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate
violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the
Nevada Commission to operate the casinos, and, under certain circumstances, earnings generated during the supervisor’s
appointment (except for the reasonable rental value of the casinos) could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any gaming registration or license or the appointment of a supervisor could (and revocation
of any gaming license would) have a material adverse effect on our gaming operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file
an application, be investigated, and have its suitability as a beneficial holder of our voting securities determined if the
Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies
of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in
conducting any such investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition
to the Chairman of the Nevada Board. The Nevada Act requires that beneficial owners of more than 10% of our voting
securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada
Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor” as defined
in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities (subject to certain
additional holdings as a result of certain debt restructurings), may apply to the Nevada Commission for a waiver of such
finding of suitability if such institutional investor holds the voting securities only for investment purposes. Additionally,
an institutional investor that has been granted such a waiver may acquire more than 25% but not more than 29% of our
voting securities if such additional ownership results from a stock re-purchase program and such institutional investor
does not purchase or otherwise acquire any additional voting securities that would result in an increase in its ownership
percentage.

An institutional investor will be deemed to hold voting securities only for investment purposes if it acquires and
holds the voting securities in the ordinary course of business as an institutional investment and not for the purpose of
causing, directly or indirectly, the election of a majority of the members of our Board of Directors, any change in our
corporate charter, by-laws, management, policies or our operations or any of our gaming affiliates, or any other action
that the Nevada Commission finds to be inconsistent with holding our voting securities only for investment purposes.
Activities that are deemed consistent with holding voting securities only for investment purposes include:

•

voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for

informational purposes and not to cause a change in management, policies or operations; and

•

such other activities as the Nevada Commission may determine to be consistent with such investment intent.

If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must
submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay
all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered
to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable. The same restrictions
apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found
unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation
beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We
are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any
other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries:

•

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that
person;

pay remuneration in any form to that person for services rendered or otherwise; or

fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including,
if necessary, the purchase for cash at fair market value.

Our charter documents include provisions intended to help us comply with these requirements.

The Nevada Commission may, in its discretion, require the holder of any debt security of a registered corporation
to file an application, be investigated and be found suitable to own the debt security of such registered corporation. If the
Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the
registered corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada
Commission, it:

•

pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

recognizes any voting right by such unsuitable person in connection with such securities; or

pays the unsuitable person remuneration in any form.

We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities
at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose
the identity of the beneficial owner to the Nevada Gaming Authorities and we are also required to disclose the identity
of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding
the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the
beneficial owner.

We cannot make a public offering of any securities without the prior approval of the Nevada Commission if the
securities or the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. On November 15, 2012, the Nevada Commission
granted us prior approval to make public offerings for a period of three years, subject to certain conditions (the “shelf
approval”). The shelf approval, however, may be rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Chairman of the Nevada Board. The shelf approval does not constitute a finding,
recommendation, or approval by the Nevada Commission or the Nevada Board as to the investment merits of any securities
offered under the shelf approval. Any representation to the contrary is unlawful.

Changes in our control through a merger, consolidation, stock or asset acquisition, management or consulting
agreement, or any act or conduct by any person whereby he or she obtains control, shall not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a registered corporation must satisfy the
Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of such
registered corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other
persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process of the transaction.

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of
voting securities and corporate defense tactics affecting Nevada gaming licensees, and registered corporations that are
affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission
has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s
gaming industry and to further Nevada’s policy to:

•

assure the financial stability of corporate gaming operators and their affiliates;

preserve the beneficial aspects of conducting business in the corporate form; and

promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional
repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by
management can be consummated.

The Nevada Act also requires prior approval of a plan of recapitalization proposed by the Board of Directors in
response to a tender offer made directly to our stockholders for the purposes of acquiring control of the registered
corporation.

License fees and taxes, computed in various ways depending upon the type of gaming or activity involved, are
payable to the State of Nevada and to Clark County, Nevada. Depending upon the particular fee or tax involved, these
fees and taxes are payable monthly, quarterly or annually and are based upon:

•

a percentage of the gross revenues received;

the number of gaming devices operated; or

the number of table games operated.

The tax on gross revenues received is generally 6.75%. In addition, an excise tax is paid by us on charges for
admission to any facility where certain forms of live entertainment are provided. VCR is also required to pay certain fees
and taxes to the State of Nevada as a licensed manufacturer and distributor.

Any person who is licensed, required to be licensed, registered, required to be registered, or under common control
with such persons (collectively, “licensees”), and who proposes to become involved in a gaming operation outside of
Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000
to pay the expenses of any investigation by the Nevada Board into their participation in such foreign gaming operation.
The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, licensees
are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject
to disciplinary action by the Nevada Commission if they knowingly violate any laws of any foreign jurisdiction pertaining
to such foreign gaming operation, fail to conduct such foreign gaming operation in accordance with the standards of
honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada
or its ability to collect gaming taxes and fees, or employ a person in such foreign operation who has been denied a license
or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at
gambling.

The sale of alcoholic beverages by the licensed subsidiaries on the casino premises and at the Sands Expo Center
is subject to licensing, control and regulation by the applicable local authorities. Our licensed subsidiaries have obtained
the necessary liquor licenses to sell alcoholic beverages. All licenses are revocable and are not transferable. The agencies
involved have full power to limit, condition, suspend or revoke any such licenses, and any such disciplinary action could
(and revocation of such licenses would) have a material adverse effect on our operations.

Commonwealth of Pennsylvania

Sands Bethworks Gaming is subject to the rules and regulations promulgated by the Pennsylvania Gaming Control
Board (“PaGCB”) and the Pennsylvania Department of Revenue, the on-site direction of the Pennsylvania State Police
and the requirements of other agencies.

On December 20, 2006, we were awarded one of two Category 2 “at large” gaming licenses available in
Pennsylvania. A location in the Pocono Mountains was awarded the other Category 2 “at large” license. On the same day,
two Category 2 licenses were awarded to applicants for locations in Philadelphia, a Category 2 license was awarded to
an applicant in Pittsburgh, and six race tracks were awarded Category 1 licenses. One of the Philadelphia Category 2
licenses was revoked by the PaGCB in December 2010. The revocation was upheld in November 2011 by an intermediate
appellate court in Pennsylvania and became final in March 2012 when the Pennsylvania Supreme Court denied a
discretionary appeal from the intermediate appellate court’s ruling. Six applications were submitted for the revoked
Philadelphia Category 2 license; however, there is no deadline for the selection of the new Category 2 license.

The principal difference between Category 1 and Category 2 licenses is that the former is available only to certain
race tracks. A Category 1 or Category 2 licensee is authorized to open with up to 3,000 slot machines and to increase to
up to 5,000 slot machines upon approval of the PaGCB, which may not take effect earlier than six months after opening.
The PaGCB also is permitted to award three Category 3 licenses. A Category 3 licensee is authorized to operate up to
600 slot machines and 50 table games or up to 500 slot machines without table games. To date, two Category 3 licenses
have been awarded: the Valley Forge Convention Center in suburban Philadelphia and the Nemacolin Woodlands Resort
in Fayette County, Pennsylvania. An additional Category 3 license may be issued, but not before July 2017, following a
formal application process.

In July 2007, we paid a $50.0 million licensing fee to the Commonwealth of Pennsylvania and, in August 2007,
were issued our gaming license by the PaGCB. Just prior to the opening of the casino at Sands Bethlehem, we were
required to make a deposit of $5.0 million, which was reduced to $1.5 million in January 2010 when the law was amended,
to cover weekly withdrawals of our share of the cost of regulation and the amount withdrawn must be replenished weekly.

In February 2010, we submitted a petition to the PaGCB to obtain a table games operation certificate to operate
table games at Sands Bethlehem, based on a revision to the law in 2010 that authorized table games. The petition was
approved in April 2010, we paid a $16.5 million table game licensing fee in May 2010 and were issued a table games
certificate in June 2010. Table games operations commenced on July 18, 2010.

We must notify the PaGCB if we become aware of any proposed or contemplated change of control including more
than 5% of the ownership interests of Sands Bethworks Gaming or of more than 5% of the ownership interests of any
entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, including LVSC. The acquisition by a
person or a group of persons acting in concert of more than 20% of the ownership interests of Sands Bethworks Gaming
or of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, with the exception of the
ownership interest of a person at the time of the original licensure when the license fee was paid, would be defined as a
change of control under applicable Pennsylvania gaming law and regulations. Upon a change of control, the acquirer of
the ownership interests would be required to qualify for licensure and to pay a new license fee of $50.0 million or a lesser
“change of control” fee as determined by the PaGCB. In December 2007, the PaGCB adopted a $2.5 million fee to be
assessed on an acquirer in connection with a change in control unless special circumstances dictate otherwise. The PaGCB
retains the discretion to eliminate the need for qualification and may reduce the license fee upon a change of control. The
PaGCB may provide up to 120 days for any person who is required to apply for a license and who is found not qualified
to completely divest the person’s ownership interest.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to
the PaGCB for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant
establish by clear and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust
that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a
grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB. Under certain circumstances and
under the regulations of the PaGCB, an “institutional investor” as defined under the regulations of the PaGCB, which
acquires beneficial ownership of 5% or more, but less than 10%, of our voting securities, may not be required to be
licensed by the PaGCB provided the institutional investor files an Institutional Notice of Ownership Form with the PaGCB
Bureau of Licensing and has filed, and remains eligible to file, a statement of beneficial ownership on Schedule 13G with
the SEC as a result of this ownership interest. In addition, any beneficial owner of our voting securities, regardless of the
number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.

In the event a security holder is required to be found qualified and is not found qualified, the security holder may

be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

Employees

We directly employ approximately 48,500 employees worldwide and hire temporary employees on an as-needed
basis. Our employees are not covered by collective bargaining agreements, except as discussed below with respect to our
Sands Expo Center employees. We believe that we have good relations with our employees.

Certain unions have engaged in confrontational and obstructive tactics at some of our properties, including contacting
potential customers, tenants and investors, objecting to various administrative approvals and picketing, and may continue
these tactics in the future. Although we believe we will be able to operate despite such tactics, no assurance can be given
that we will be able to do so or that the failure to do so would not have a material adverse effect on our financial condition,
results of operations or cash flows. Although no assurances can be given, if employees decide to be represented by labor
unions, management does not believe that such representation would have a material effect on our financial condition,
results of operations or cash flows.

Certain culinary personnel are hired from time to time for trade shows and conventions at Sands Expo Center and
are covered under a collective bargaining agreement between Local 226 and Sands Expo Center. This collective bargaining
agreement expired in December 2000, but automatically renews on an annual basis. As a result, Sands Expo Center is
operating under the terms of the expired bargaining agreement with respect to these employees.

Intellectual Property

Our intellectual property (“IP”) portfolio currently consists of copyrights, domain names and domain name system
configurations, patents, trade secrets, trademarks, service marks and trade names. We believe that the name recognition,
brand identification and image that we have developed through our intellectual properties attract customers to our facilities,
drive customer loyalty and contribute to our success. We register and protect our intellectual property in the jurisdictions
in which we operate or significantly advertise, as well as in countries in which we may operate in the future.

Agreements Relating to the Malls in Las Vegas

The Grand Canal Shoppes

In May 2004, we completed the sale of The Grand Canal Shoppes and leased to GGP 19 retail and restaurant spaces
on the casino level of The Venetian Las Vegas for 89 years with annual rent of one dollar, and GGP assumed our interest
as landlord under the various leases associated with these 19 spaces. In addition, we agreed with GGP to:

•

continue to be obligated to fulfill certain lease termination and asset purchase agreements;

lease the portion of the theater space located within The Grand Canal Shoppes from GGP for a period of 25 years,
subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.3 million per year;

lease the gondola retail store and the canal space located within The Grand Canal Shoppes from GGP (and by
amendment the extension of the canal space extended into The Shoppes at The Palazzo) for a period of 25 years,
subject to an additional 50 years of extension options, with initial fixed minimum rent of $3.5 million per year;
and

lease certain office space from GGP for a period of 10 years, subject to an additional 65 years of extension
options, with initial annual rent of approximately $0.9 million.

The lease payments relating to the theater, the canal space within The Grand Canal Shoppes and the office space

from GGP are subject to automatic increases of 5% in the sixth lease year and each subsequent fifth lease year.

The Shoppes at The Palazzo

We contracted to sell The Shoppes at The Palazzo to GGP pursuant to a purchase and sale agreement dated as of
April 12, 2004, as amended (the “Amended Agreement”). Under the Amended Agreement, we also leased to GGP certain
restaurant and retail space on the casino level of The Palazzo for 89 years with annual rent of one dollar and GGP assumed
our interest as landlord under the various space leases associated with these spaces. On June 24, 2011, we reached a
settlement with GGP regarding the final purchase price. Under the terms of the settlement, we retained the $295.4 million
of proceeds previously received and participate in certain potential future revenues earned by GGP.

Cooperation Agreement

Our business plan calls for each of The Venetian Las Vegas, The Palazzo, Sands Expo Center, the Grand Canal
Shoppes and the high-rise residential condominium tower that was being constructed on the Las Vegas strip between The
Palazzo and The Venetian Las Vegas (the “Las Vegas Condo Tower”), though separately owned, to be integrally related
components of one facility (the “LV Integrated Resort”). In establishing the terms for the integrated operation of these
components, the cooperation agreement sets forth agreements regarding, among other things, encroachments, easements,
operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing,
and the sharing of some facilities and related costs. Subject to applicable law, the cooperation agreement binds all current
and future owners of all portions of the LV Integrated Resort and has priority over the liens securing LVSLLC’s senior
secured credit facility and in some or all respects any liens that may secure any indebtedness of the owners of any portion
of the LV Integrated Resort. Accordingly, subject to applicable law, the obligations in the cooperation agreement will
“run with the land” if any of the components change hands.

Operating Covenants. The cooperation agreement regulates certain aspects of the operation of the LV Integrated
Resort. For example, under the cooperation agreement, we are obligated to operate The Venetian Las Vegas continuously
and to use it exclusively in accordance with standards of first-class Las Vegas Boulevard-style hotels and casinos. We are
also obligated to operate and use the Sands Expo Center exclusively in accordance with standards of first-class convention,
trade show and exposition centers. The owners of the Grand Canal Shoppes are obligated to operate their property
exclusively in accordance with standards of first-class restaurant and retail complexes. For so long as The Venetian Las
Vegas is operated in accordance with a “Venetian” theme, the owner of the Grand Canal Shoppes must operate The Grand
Canal Shoppes in accordance with the overall Venetian theme.

Maintenance and Repair. We must maintain The Venetian Las Vegas and The Palazzo as well as some common
areas and common facilities that are to be shared with the Grand Canal Shoppes. The cost of maintenance of all shared
common areas and common facilities is to be shared between us and the owners of the Grand Canal Shoppes. We must
also maintain, repair and restore Sands Expo Center and certain common areas and common facilities located in Sands
Expo Center. The owners of the Grand Canal Shoppes must maintain, repair and restore the Grand Canal Shoppes and
certain common areas and common facilities located within.

Insurance. We and the owners of the Grand Canal Shoppes must maintain minimum types and levels of insurance,
including property damage, general liability and business interruption insurance. The cooperation agreement establishes
an insurance trustee to assist in the implementation of the insurance requirements.

Parking. The cooperation agreement also addresses issues relating to the use of the LV Integrated Resort’s parking
facilities and easements for access. The Venetian Las Vegas, The Palazzo, Sands Expo Center and the Grand Canal Shoppes
may use the parking spaces in the LV Integrated Resort’s parking facilities on a “first come, first served” basis. The LV
Integrated Resort’s parking facilities are owned, maintained and operated by us, with the operating costs proportionately
allocated among and/or billed to the owners of the components of the LV Integrated Resort. Each party to the cooperation
agreement has granted to the others non-exclusive easements and rights to use the roadways and walkways on each other’s
properties for vehicular and pedestrian access to the parking garages.

Utility Easement. All property owners have also granted each other all appropriate and necessary easement rights

to utility lines servicing the LV Integrated Resort.

Consents, Approvals and Disputes. If any current or future party to the cooperation agreement has a consent or
approval right or has discretion to act or refrain from acting, the consent or approval of such party will only be granted
and action will be taken or not taken only if a commercially reasonable owner would do so and such consent, approval,
action or inaction would not have a material adverse effect on the property owned by such property owner. The cooperation
agreement provides for the appointment of an independent expert to resolve some disputes between the parties, as well
as for expedited arbitration for other disputes.

Sale of the Grand Canal Shoppes by GGP. We have a right of first offer in connection with any proposed sale of
the Grand Canal Shoppes by GGP. We also have the right to receive notice of any default by GGP sent by any lender
holding a mortgage on the Grand Canal Shoppes, if any, and the right to cure such default subject to our meeting certain
net worth tests.

ITEM 1A. — RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report
on Form 10-K in connection with evaluating the Company. Additional risks and uncertainties not currently known to us or that

we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of operations
or cash flows. Certain statements in “Risk Factors” are forward-looking statements. See “Item 7 — Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of
downturns in the economy.

Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is
particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities.
Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many
factors, such as: perceived or actual general economic conditions; any further weaknesses in the job or housing market, additional
credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; the weakened
job market; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence
in the economy; or fears of war and future acts of terrorism. These factors could reduce consumer and corporate demand for the
luxury amenities and leisure activities we offer, thus imposing additional limits on pricing and harming our operations.

The terms of our debt instruments and our current debt service obligations may restrict our current and future operations,
particularly our ability to finance additional growth, respond to changes or take some actions that may otherwise be in our
best interests.

Our current debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants

that impose significant operating and financial restrictions on us, including restrictions on our ability to:

•

incur additional debt, including providing guarantees or credit support;

incur liens securing indebtedness or other obligations;

dispose of assets;

• make certain acquisitions;

•

pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing
junior indebtedness or making investments in third parties;

enter into sale and leaseback transactions;

engage in any new businesses;

issue preferred stock; and

enter into transactions with our stockholders and our affiliates.

In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants. See “Item 8 — Financial
Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt” for further
description of these covenants.

As of December 31, 2013, we had $9.38 billion of long-term debt outstanding. This indebtedness could have important

consequences to us. For example, it could:

• make it more difficult for us to satisfy our debt service obligations;

•

increase our vulnerability to general adverse economic and industry conditions;

impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development
projects, acquisitions or general corporate purposes;

require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on
our debt, which would reduce the funds available for our operations and development projects;

limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate;

place us at a competitive disadvantage compared to our competitors that have less debt; and

subject us to higher interest expense in the event of increases in interest rates as a significant portion of our debt is, and
will continue to be, at variable rates of interest.

Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our debt is secured by liens on

substantially all of our assets, except for our equity interests in our subsidiaries.

We may elect to arrange additional financing to fund the balance of our Cotai Strip developments. If such additional financing
is necessary, we cannot assure you that we will obtain all the financing required for the construction and opening of our remaining
planned projects on suitable terms, if at all.

We are subject to extensive regulation and the cost of compliance or failure to comply with such regulations that govern
our operations in any jurisdiction where we operate may have an adverse effect on our business, financial condition, results
of operations or cash flows.

We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business,
and we are subject to extensive background investigations and suitability standards in our gaming business. We also will become
subject to regulation in any other jurisdiction where we choose to operate in the future. There can be no assurance that we will be
able to obtain new licenses or renew any of our existing licenses, or that if such licenses are obtained, that such licenses will not
be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of our licenses could have a material adverse
effect on our business, financial condition, results of operations or cash flows.

Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Commission,
the Nevada Board and the CCLGLB. The Nevada Gaming Authorities have broad authority with respect to licensing and registration
of our business entities and individuals investing in or otherwise involved with us.

Although we currently are registered with, and LVSLLC and VCR currently hold gaming licenses issued by, the Nevada
Gaming Authorities, these authorities may, among other things, revoke the gaming license of any corporate entity or the registration
of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada Gaming Authorities may, under certain conditions, revoke the license or finding of suitability of
any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity. If our gaming
licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of our casinos, which would have
a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, compliance costs
associated with gaming laws, regulations or licenses are significant. Any change in the laws, regulations or licenses applicable to
our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse
effect on our business, financial condition, results of operations or cash flows.

A similar dynamic exists in all jurisdictions where we operate and a regulatory action against one of our operating entities
in any gaming jurisdiction could impact our operations in other gaming jurisdictions where we do business. For a more complete
description of the gaming regulatory requirements that have an effect on our business, see “Item 1 — Business — Regulation and
Licensing.”

We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits U.S.
companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining
business. On February 9, 2011, LVSC received a subpoena from the SEC requesting that we produce documents relating to our
compliance with the FCPA. We have also been advised by the DOJ that it is conducting a similar investigation. Any violation of
the FCPA could have a material adverse effect on our financial condition. See “Item 8 — Financial Statements and Supplementary
Data — Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation” for further
description of the current status of this matter.

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering
regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory
investigations into possible money laundering activities, by any of our properties, employees, customers could have a material
adverse effect on our financial condition, results of operations or cash flows.

There are significant risks associated with our ongoing and future construction projects, which could have an adverse effect
on our financial condition, results of operations or cash flows from these planned facilities.

Our ongoing and future construction projects, such as our Cotai Strip projects, entail significant risks. Construction activity
requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects
are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors’ control, such
as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages,
weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction,
equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and

authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction
or opening of our projects, or otherwise affect the design and features. In addition, the number of ongoing projects and their
locations throughout the world present unique challenges and risks to our management structure. If our management is unable to
manage successfully our worldwide construction projects, it could have an adverse effect on our financial condition, results of
operations or cash flows.

The anticipated costs and completion dates for our current projects are based on budgets, designs, development and
construction documents and schedule estimates that we have prepared with the assistance of architects and other construction
development consultants and that are subject to change as the design, development and construction documents are finalized and
as actual construction work is performed. A failure to complete our projects on budget or on schedule may have an adverse effect
on our financial condition, results of operations or cash flows. The estimated costs to complete and open our remaining planned
projects are currently not determinable with certainty and therefore may have an adverse effect on our financial condition, results
of operations or cash flows. See also “— Risks Associated with Our International Operations — We are currently required to
complete Sands Cotai Central by May 2014 and build and open The Parisian Macao by April 2016. If we are unable to meet the
applicable deadlines and the deadlines for either development are not extended, we may lose the respective land concession, which
would prohibit us from operating any facilities developed under such land concession.”

Because we are currently dependent primarily upon our properties in three markets for all of our cash flow, we are subject
to greater risks than competitors with more operating properties or that operates in more markets.

We currently do not have material operations other than our Macao, Singapore and Las Vegas properties. As a result, we are

primarily dependent upon these properties for all of our cash.

Given that our operations are currently conducted primarily at properties in Macao, Singapore and Las Vegas and that a
large portion of our planned future development is in Macao, we will be subject to greater degrees of risk than competitors with
more operating properties or that operates in more markets. The risks to which we will have a greater degree of exposure include
the following:

•

local economic and competitive conditions;

inaccessibility due to inclement weather, road construction or closure of primary access routes;

decline in air passenger traffic due to higher ticket costs or fears concerning air travel;

changes in local and state governmental laws and regulations, including gaming laws and regulations;

natural or man-made disasters, or outbreaks of infectious diseases;

changes in the availability of water; and

a decline in the number of visitors to Macao, Singapore or Las Vegas.

Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In addition, our
insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.

We have comprehensive property and liability insurance policies for our properties in operation, as well as those in the
course of construction, with coverage features and insured limits that we believe are customary in their breadth and scope. Market
forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our ability to obtain coverage
at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or
terrorist acts, or certain liabilities may be uninsurable or too expensive to justify obtaining insurance. As a result, we may not be
successful in obtaining insurance without increases in cost or decreases in coverage levels. In addition, in the event of a substantial
loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment
or in some cases could result in certain losses being totally uninsured. As a result, we could lose some or all of the capital we have
invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other
financial obligations related to the property.

Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance. Failure to

satisfy these requirements could result in an event of default under these debt instruments or material agreements.

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and
retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management
team, including Sheldon G. Adelson and our other executive officers. The loss of Mr. Adelson’s services or the services of our

other senior managers, or the inability to attract and retain additional senior management personnel could have a material adverse
effect on our business. Mr. Adelson’s employment agreement is scheduled to expire in December 2014 and is subject to extensions.

The interests of our principal stockholder in our business may be different from yours.

Mr. Adelson, his family members and trusts and other entities established for the benefit of Mr. Adelson and/or his family
members (collectively our “Principal Stockholder’s family”) beneficially own approximately 53% of our outstanding common
stock as of December 31, 2013. Accordingly, Mr. Adelson exercises significant influence over our business policies and affairs,
including the composition of our Board of Directors and any action requiring the approval of our stockholders, including the
adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. The
concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some
transactions more difficult or impossible without the support of Mr. Adelson. The interests of Mr. Adelson may differ from your
interests.

We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.

We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries.
We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash
are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and
cash flow generated by our operating properties. Our subsidiaries might not generate sufficient earnings and cash flow to pay
dividends or distributions in the future. Our subsidiaries’ payments to us will be contingent upon their earnings and upon other
business considerations. In addition, our subsidiaries’ debt instruments and other agreements limit or prohibit certain payments
of dividends or other distributions to us. We expect that future debt instruments for the financing of our other developments will
contain similar restrictions.

Our business is sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and
developments in the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of
visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

We are dependent on the willingness of our customers to travel. Only a small amount of our business is and will be generated
by local residents. Most of our customers travel to reach our Macao, Singapore, Las Vegas and Pennsylvania properties. Acts of
terrorism may severely disrupt domestic and international travel, which would result in a decrease in customer visits to Macao,
Singapore, Las Vegas and Pennsylvania, including our properties. Regional conflicts could have a similar effect on domestic and
international travel. Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any
further terrorist act, outbreak of hostilities or escalation of war would have an adverse effect on our financial condition, results of
operations or cash flows.

We extend credit to a large portion of our customers and we may not be able to collect gaming receivables from our credit
players.

We conduct our gaming activities on a credit and cash basis. Any such credit we extend is unsecured. Table games players
typically are extended more credit than slot players, and high-stakes players typically are extended more credit than patrons who
tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results
attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

During the year ended December 31, 2013, approximately 27.9%, 29.3% and 74.2% of our table games drop at our Macao
properties, Marina Bay Sands and our Las Vegas properties, respectively, was from credit-based wagering, while table games play
at our Pennsylvania property is primarily conducted on a cash basis. We extend credit to those customers whose level of play and
financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant
impact on our results of operations if deemed uncollectible.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments
on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all
states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions around the world, including jurisdictions
our gaming customers may come from, may determine that enforcement of gaming debts is against public policy. Although courts
of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy
a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding on the courts of many foreign
nations.

Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our
gaming customers could exceed our casino winnings.

The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also
affected by other factors, including players’ skill and experience, the mix of games played, the financial resources of players, the
spread of table limits, the volume of bets played and the amount of time played. Our gaming profits are mainly derived from the
difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element of
chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers. If the
winnings of our gaming customers exceed our winnings, we may record a loss from our gaming operations, which could have a
material adverse effect on our business, financial condition, results of operations and cash flows.

We face the risk of fraud and cheating.

Our gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could
involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also
be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff.
Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative
publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on
our business, financial condition, results of operations and cash flows.

A failure to establish and protect our IP rights could have an adverse effect on our business, financial condition and results
of operations.

We endeavor to establish and protect our IP rights and our goods and services through trademarks and service marks,
copyrights, patents, trade secrets, domain names, licenses, other contractual provisions, nondisclosure agreements, and
confidentiality and information-security measures and procedures. There can be no assurance, however, that the steps we take to
protect our IP will be sufficient. Our inability to adequately obtain, maintain or defend our IP rights for any reason may have a
material adverse effect on our business, financial condition and results of operations. Examples include: (1) if one of our marks
becomes so well known by the public that its use is deemed generic, we may lose exclusive rights to such mark or be forced to
rebrand; (2) if a third party claims our IP has infringed, currently infringes, or could in the future infringe upon its IP rights, we
may need to cease use of such IP, defend our rights or take other steps; (3) if third parties violate their obligations to us to maintain
the confidentiality of our proprietary information or there is a security breach or lapse, our business may be affected; or (4) if third
parties misappropriate or infringe upon our IP, our business could be affected.

Conflicts of interest may arise because certain of our directors and officers are also directors of SCL.

In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong
Limited (the “SCL Offering”). We currently own 70.2% of the issued and outstanding ordinary shares of SCL. As a result of SCL
having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or
directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL. Decisions
that could have different implications for us and SCL, including contractual arrangements that we have entered into or may in the
future enter into with SCL may give rise to the appearance of a potential conflict of interest.

Changes in tax laws and regulations could impact our financial condition and results of operations.

We are subject to taxation and regulation by various government agencies, primarily in Macao, Singapore and the U.S.
(federal, state and local levels). From time to time, U.S. federal, state, local and foreign governments make substantive changes
to tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or
interpretation. In particular, government agencies may make changes that could reduce the profits that we can effectively realize
from our non-U.S. operations. Like most U.S. companies, our effective income tax rate reflects the fact that income earned and
reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates. If changes in tax laws and regulations
were to significantly increase the tax rates on non-U.S. income, these changes could increase our income tax expense and liability,
and therefore, could have an adverse effect on our effective income tax rate, financial condition and results of operations.

Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing.

Severe disruptions in the commercial credit markets in the recent past have resulted in a tightening of credit markets
worldwide. Liquidity in the global credit markets was severely contracted by these market disruptions, making it difficult and
costly to obtain new lines of credit or to refinance existing debt. The effect of these disruptions was widespread and difficult to
quantify. While economic conditions have recently improved, that trend may not continue and the extent of the current economic

improvement is unknown. Any future disruptions in the commercial credit markets may impact liquidity in the global credit market
as greatly, or even more, than in recent years.

Our business and financing plan may be dependent upon completion of future financings. If the credit environment worsens,
it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to
complete our remaining planned development projects, and as a consequence, our results of operations and business plans. Should
general economic conditions not improve, if we are unable to obtain sufficient funding or applicable government approvals such
that completion of our planned projects is not probable, or should management decide to abandon certain projects, all or a portion
of our investment to date in our planned projects could be lost and would result in an impairment charge.

Natural or man-made disasters, an outbreak of highly infectious disease, terrorist activity or war could adversely affect the
number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial
condition, results of operations or cash flows.

So called “Acts of God,” such as typhoons, particularly in Macao, and other natural disasters, man-made disasters, outbreaks
of highly infectious diseases, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas
in which we operate, and may adversely affect the number of visitors to our properties. Any of these events also may disrupt our
ability to staff our business adequately, could generally disrupt our operations and could have a material adverse effect on our
financial condition, results of operations or cash flows. Although we have insurance coverage with respect to some of these events,
we cannot assure you that any such coverage will be sufficient to indemnify us fully against all direct and indirect costs, including
any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties.

Our failure to maintain the integrity of our customer or company data could have a material adverse effect on our results
of operations and cash flows, and/or subject us to costs, fines or lawsuits.

We face global cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted
measures directed at us. Cyber-attacks and security breaches may include, but are not limited to, attempts to access information,
including customer and company information, computer viruses, denial of service and other electronic security breaches.

Our business requires the collection and retention of large volumes of customer data, including credit card numbers and
other personally identifiable information in various information systems that we maintain and in those maintained by third-parties
with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable
information about our employees and information relating to our operations. The integrity and protection of that customer and
company data is important to us. Our collection of such customer and company data is subject to extensive regulation by private
groups such as the payment card industry as well as domestic and foreign governmental authorities, including gaming authorities.
Our systems may be unable to satisfy applicable regulations or employee and customer expectations.

In addition, we have experienced a sophisticated criminal cybersecurity attack in the past, including a recent breach of our
information technology systems, referred to in “Item 3 — Legal Proceedings,” in which customer and company information was
compromised and certain company data may have been destroyed, and we may experience additional cybersecurity attacks in the
future, potentially with more frequency or sophistication. Our information systems and records, including those we maintain with
our third-party service providers, may be subject to cybersecurity breaches, system failures, viruses, operator error or inadvertent
releases of data. Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we
do not directly control any of such parties’ information security operations. A significant theft, loss or fraudulent use of customer
or company data maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a
material disruption to our operations and management team, and result in remediation expenses, regulatory penalties and litigation
by customers and other parties whose information was subject to such attacks, all of which could have a material adverse effect
on our business, results of operations and cash flows.

Risks Associated with Our International Operations

Conducting business in Macao and Singapore has certain political and economic risks, which may have an adverse effect
on the financial condition, results of operations or cash flows of our Asian operations.

Our operations in Macao include The Venetian Macao, Four Seasons Macao, Sands Cotai Central and Sands Macao. We
plan to open and operate additional hotels, gaming areas and meeting space within the Cotai Strip in Macao, including The Parisian
Macao, which is currently expected to open in late 2015. We also own and operate the Marina Bay Sands in Singapore. Accordingly,
our business development plans, financial condition, results of operations or cash flows may be materially and adversely affected
by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments
or changes in laws and regulations or their interpretations. Our operations in Macao and Singapore are also exposed to the risk of
changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations

may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our
profitability after tax. These changes may have a material adverse effect on our financial condition, results of operations or cash
flows.

As we expect a significant number of consumers to continue to come to our Macao properties from mainland China, general
economic conditions and policies in China could have a significant impact on our financial prospects. Any slowdown in economic
growth or changes to China’s current restrictions on travel and currency movements could disrupt the number of visitors from
mainland China to our casinos in Macao as well as the amounts they are willing to spend in our casinos. See “— The number of
visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.”

Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the
most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe that our
organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao
and Singapore. These laws and regulations are complex and a court or an administrative or regulatory body may in the future
render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have
a material adverse effect on our financial condition, results of operations or cash flows.

In addition, our activities in Macao and Singapore are subject to administrative review and approval by various government
agencies. We cannot assure you that we will be able to obtain all necessary approvals, which may have a material adverse effect
on our long-term business strategy and operations. Macao and Singapore laws permit redress to the courts with respect to
administrative actions; however, such redress is largely untested in relation to gaming issues.

Recently, the Macao Government approved smoking control legislation, which prohibited smoking in casinos starting on
January 1, 2013. The legislation, however, permits casinos to maintain designated smoking areas of up to 50% of the areas opened
to the public, which must have been created on or before January 1, 2013, and comply with the conditions set out in a Dispatch
of the Chief Executive, which came into effect on November 1, 2012. The implementation of such legislation may deter potential
gaming customers who are smokers from frequenting casinos in Macao, which could negatively impact our business, financial
condition, results of operations or cash flows.

We are currently required to complete Sands Cotai Central by May 2014 and build and open The Parisian Macao by
April 2016. If we are unable to meet the applicable deadlines and the deadlines for either development are not extended,
we may lose the respective land concession, which would prohibit us from operating any facilities developed under such
land concession.

We received land concessions from the Macao government covering parcels 1, 2, 3 and 5 and 6, the sites on which The
Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels 5 and 6) are located and The Parisian
Macao (parcel 3) will be located. The land concession for Sands Cotai Central requires that the corresponding development be
completed by May 2014 (48 months from the date the land concession became effective). The Macao government granted us two
extensions of the development deadline under the land concession for The Parisian Macao. Under the terms of the land concession,
we must complete The Parisian Macao by April 2016. See “— Risks Related to Our Business — Disruptions in the financial
markets could have an adverse effect on our ability to raise additional financing,” “— Risks Related to Our Business — There are
significant risks associated with our ongoing and future construction projects, which could have an adverse effect on our financial
condition, results of operations or cash flows from these planned facilities” and “— Conducting business in Macao and Singapore
has certain political and economic risks, which may have an adverse effect on the financial condition, results of operations or cash
flows of our Asian operations.” We have applied for an extension from the Macao government to complete Sands Cotai Central,
as we will be unable to meet the May 2014 deadline. Should we determine that we are unable to complete The Parisian Macao by
April 2016, we would then also expect to apply for an extension from the Macao government. If we are unable to meet The Parisian
Macao deadline and the deadlines for either development are not extended, the Macao government has the right to unilaterally
terminate our respective land concessions for Sands Cotai Central or The Parisian Macao. A loss of the land concession would
prohibit us from operating any properties developed under the land concession for Sands Cotai Central or The Parisian Macao.
As a result, we could record a charge for all or some portion of our $4.15 billion and $376.0 million in capitalized costs and land
premiums (net of amortization), as of December 31, 2013, for Sands Cotai Central or The Parisian Macao, respectively.

Our Macao subconcession can be terminated under certain circumstances without compensation to us, which would have
a material adverse effect on our business, financial condition, results of operations or cash flows.

The Macao government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession in the event
of VML’s serious non-compliance with its basic obligations under the subconcession and applicable Macao laws. Upon termination
of our subconcession, our casinos and gaming-related equipment would automatically be transferred to the Macao government
without compensation to us and we would cease to generate any revenues from these operations. The loss of our subconcession

would prohibit us from conducting gaming operations in Macao, which would have a material adverse effect on our business,
financial condition, results of operations or cash flows.

Our Singapore concession can be terminated under certain circumstances without compensation to us, which would have
a material adverse effect on our business, financial condition, results of operations or cash flows.

The Development Agreement between MBS and the STB contains events of default that could permit the STB to terminate
the agreement without compensation to us. If the Development Agreement is terminated, we could lose our right to operate the
Marina Bay Sands and our investment in Marina Bay Sands could be lost.

For a more complete description of the Singapore gaming regulatory requirements applicable to beneficial owners of our
voting securities, see “Item 1 — Business — Regulation and Licensing — Development Agreement with Singapore Tourism
Board.”

We will stop generating any revenues from our Macao gaming operations if we cannot secure an extension of our
subconcession in 2022 or if the Macao government exercises its redemption right.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, all of VML’s casino premises
and gaming-related equipment will automatically be transferred to the Macao government on that date without compensation to
us and we will cease to generate revenues from these gaming operations. Beginning on December 26, 2017, the Macao government
may redeem the subconcession agreement by providing us at least one year prior notice. In the event the Macao government
exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of this compensation or indemnity
will be determined based on the amount of gaming and non-gaming revenue generated by The Venetian Macao during the tax year
prior to the redemption multiplied by the number of remaining years before expiration of the subconcession. We cannot assure
you that we will be able to renew or extend our subconcession agreement on terms favorable to us or at all. We also cannot assure
you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.

Our VIP and mass market gaming customers typically come from nearby destinations in Asia, including mainland China,
Hong Kong, South Korea and Japan. Increasingly, a significant number of gaming customers come to our casinos from mainland
China. Any slowdown in economic growth or changes of China’s current restrictions on travel and currency movements could
disrupt the number of visitors from mainland China to our casinos in Macao as well as the amounts they are willing and able to
spend while at our properties.

Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas
granted to residents of mainland China for travel to Macao and Hong Kong. These measures have, and any future policy
developments that may be implemented may have, the effect of reducing the number of visitors to Macao from mainland China,
which could adversely impact tourism and the gaming industry in Macao.

Our Macao operations face intense competition, which could have a material adverse effect on our financial condition,
results of operations or cash flows.

The hotel, resort and casino businesses are highly competitive. Our Macao operations currently compete with numerous
other casinos located in Macao. Our Macao operations will also compete to some extent with casinos located elsewhere in Asia,
including Singapore, Australia, New Zealand and elsewhere in the world, including Las Vegas. In addition, certain countries have
legalized, and others may in the future legalize, casino gaming, including Japan, Korea, Taiwan and Thailand.

The proliferation of gaming venues, especially in Southeast Asia, could have a significant and adverse effect on our financial

condition, results of operations or cash flows.

The Macao and Singapore governments could grant additional rights to conduct gaming in the future, which could have
a material adverse effect on our financial condition, results of operations or cash flows.

We hold a subconcession under one of only three gaming concessions authorized by the Macao government to operate
casinos in Macao. No additional concessions have been granted since 2002; however, if the Macao government were to allow
additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional
competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We hold one of two licenses granted by the Singapore government to develop an integrated resort, including a casino. Under
the Request for Proposal, the CRA is required to ensure that there will not be more than two casino licenses during a ten-year

exclusive period that began on March 1, 2007. If the Singapore government were to license additional casinos, we would face
additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We may not be able to attract and retain professional staff necessary for our existing and future operations in Macao and
Singapore.

Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled employees at our
properties. In addition, the Macao government requires that we only hire Macao residents as dealers in our casinos. There is
significant competition in Macao and Singapore for employees with the skills required to perform the services we offer and
competition for these individuals in Macao is likely to increase as we open the remaining phase of Sands Cotai Central and The
Parisian Macao, and as other competitors expand their operations. There can be no assurance that a sufficient number of construction
labor and skilled employees will be available or that we will be successful in training, retaining and motivating current or future
employees. If we are unable to obtain, attract, retain and train skilled employees, our ability to adequately manage and staff our
existing and planned casino and resort properties in Macao and Singapore could be impaired, which could have a material adverse
effect on our business, financial condition, results of operations or cash flows.

We are dependent upon gaming junket operators for a significant portion of our gaming revenues in Macao.

Junket operators, which promote gaming and draw high-roller customers to casinos, are responsible for a significant portion
of our gaming revenues in Macao. With the rise in gaming in Macao, the competition for relationships with junket operators has
increased. There can be no assurance that we will be able to maintain, or grow, our relationships with junket operators. If we are
unable to maintain or grow our relationships with junket operators, or if the junket operators experience financial difficulties or
are unable to develop or maintain relationships with our high-roller customers, our ability to grow our gaming revenues will be
hampered.

If junket operators attempt to negotiate changes to our operational agreements, including higher commissions, it could result
in higher costs for us, loss of business to a competitor or loss of relationships with junket operators, any of which could have a
material adverse effect on our business, financial condition, results of operations or cash flows.

In addition, the quality of junket operators is important to our reputation and our ability to continue to operate in compliance
with our gaming licenses. While we strive for excellence in our associations with junket operators, we cannot assure you that the
junket operators with whom we are associated will meet the high standards we insist upon. If a junket operator falls below our
standards, we may suffer reputational harm, as well as worsening relationships with, and possible sanctions from, gaming regulators
with authority over our operations.

Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export
of the renminbi.

Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars. The Macao pataca
and the Hong Kong dollar are linked to each other and, in many cases, are used interchangeably in Macao. Although currently
permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.S. dollars. Also, because the currency
market for patacas is relatively small and undeveloped, our ability to convert large amounts of patacas into U.S. dollars over a
relatively short period may be limited. As a result, we may experience difficulty in converting patacas into U.S. dollars.

We are currently prohibited from accepting wagers in renminbi, the legal currency of China. There are also restrictions on
the export of the renminbi outside of mainland China and the amount of renminbi that can be converted into foreign currencies,
including the pataca and Hong Kong dollar. Restrictions on the export of the renminbi may impede the flow of gaming customers
from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.

On July 21, 2005, the People’s Bank of China announced that the renminbi will no longer be pegged to the U.S. dollar, but
will be allowed to float in a band (and, to a limited extent, increase in value) against a basket of foreign currencies. The Macao
pataca is pegged to the Hong Kong dollar. Certain Asian countries have publicly asserted their desire to eliminate the peg of the
Hong Kong dollar to the U.S. dollar. As a result, we cannot assure you that the Hong Kong dollar and the Macao pataca will
continue to be pegged to the U.S. dollar or that the current peg rate for these currencies will remain at the same level. The floating
of the renminbi and possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate
for these currencies. Any change in such exchange rates could have a material adverse effect on our operations and on our ability
to make payments on certain of our debt instruments. We do not currently hedge for foreign currency risk; 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.

Certain Nevada gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan
to operate.

Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the State of Nevada.
We are required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring
outside the State of Nevada, including Macao, Singapore and other jurisdictions. We will also be subject to disciplinary action by
the Nevada Commission if:

• we knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

• we fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of

Nevada gaming operations;

• we engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to
the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in
Nevada, or is contrary to the gaming policies of Nevada;

• we engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect

gaming taxes and fees; or

• we employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or
a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at
gambling.

Also, as we are required to provide any other information that the Nevada Commission may require concerning our gaming
activities and associations in jurisdictions outside the State of Nevada, we could be subject to disciplinary action by the Nevada
Commission if our current reporting is determined to be unsatisfactory due to Macao regulations regarding personal data protection
prohibiting us from satisfying certain reporting requirements of the Nevada Commission.

In addition, if the Nevada Board determines that one of our actual or intended activities or associations in a foreign gaming
operation may violate one or more of the foregoing, we can be required to file an application with the Nevada Commission for a
finding of suitability of such activity or association. If the Nevada Commission finds that the activity or association in the foreign
gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited
from undertaking the activity or association. Consequently, should the Nevada Commission find that our gaming activities or
associations in Macao or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our
planned gaming activities or associations in those jurisdictions.

The gaming authorities in other jurisdictions where we operate or plan to operate, including in Macao and Singapore, exercise
similar powers for purposes of assessing suitability in relation to our activities in other gaming jurisdictions where we do business.

We may not be able to monetize some of our real estate assets.

Part of our business strategy in Macao and Singapore relies upon our ability to profitably operate, sell and/or grant rights
of use over certain of our real estate assets once developed, including retail malls and apart-hotels. Our ability to monetize these
assets will be subject to market conditions, applicable legislation, the receipt of necessary government approvals and other factors.
If we are unable to profitably operate and/or monetize these real estate assets, it may have an adverse effect on our financial
condition, results of operations or cash flows.

VML may have financial and other obligations to foreign workers managed by its contractors under government labor
quotas.

The Macao government has granted VML a quota to permit it to hire foreign workers. VML has effectively assigned the
management of this quota to its contractors for the construction of our Cotai Strip projects. VML, however, remains ultimately
liable for all employer obligations relating to these employees, including for payment of wages and taxes and compliance with
labor and workers’ compensation laws. VML requires each contractor to whom it has assigned the management of part of its labor
quota to indemnify VML for any costs or liabilities VML incurs as a result of such contractor’s failure to fulfill employer obligations.
VML’s agreements with its contractors also contain provisions that permit it to retain some payments for up to one year after the
contractors’ complete work on the projects. We cannot assure you that VML’s contractors will fulfill their obligations to employees
hired under the labor quotas or to VML under the indemnification agreements, or that the amount of any indemnification payments
received will be sufficient to pay for any obligations VML may owe to employees managed by contractors under VML’s quotas.
Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts
owed under the indemnities relating to employer obligations. After we have made the final payments, it may be more difficult for
us to enforce any unpaid indemnity obligations.

The transportation infrastructure in Macao may need to be expanded to meet increased visitation in Macao.

Macao is in the process of expanding its transportation infrastructure to service the increased number of visitors to Macao.
If the planned expansions of transportation facilities to and from Macao are delayed or not completed, and Macao’s transportation
infrastructure is insufficient to meet the demands of an increased volume of visitors to Macao, the desirability of Macao as a
business and leisure tourism destination, as well as the results of operations of our Macao properties, could be negatively impacted.

We are currently not required to pay corporate income taxes on our casino gaming operations in Macao. This tax exemption
expires at the end of 2018. The agreement with the Macao government that provided for a fixed annual payment that is a
substitution for a 12% tax otherwise due from VML’s shareholders on dividends distributed from our Macao gaming
operations expired at the end of 2013.

We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying the 12% corporate income
tax on profits generated by the operation of casino games. This exemption does not apply to our non-gaming activities. We will
continue to benefit from this tax exemption through the end of 2018. Additionally, we entered into an agreement with the Macao
government in February 2011, effective through the end of 2013 that provides for an annual payment that is a substitution for a
12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. During November 2013,
VML requested an additional agreement with the Macao government through 2018 to correspond to the income tax exemption
for gaming operations; however, there is no assurance that the agreement will be granted, which could have a significant impact
on our tax obligation in Macao and a material adverse effect on our financial condition or cash flows.

Risks Associated with Our U.S. Operations

We face significant competition in Las Vegas, which could have a material adverse effect on our financial condition, results
of operations or cash flows. In addition, any significant downturn in the trade show and convention business could have
a significant and adverse effect on our mid-week occupancy rates and business.

The hotel, resort and casino businesses in Las Vegas are highly competitive. We also compete, to some extent, with other
hotel/casino facilities in Nevada and Atlantic City, as well as hotel/casinos and other resort facilities and vacation destinations
elsewhere in the United States and around the world. In addition, various competitors on the Las Vegas Strip periodically expand
and/or renovate their existing facilities. If demand for hotel rooms does not keep up with the increase in the number of hotel rooms,
competitive pressures may cause reductions in average room rates.

We also compete with legalized gaming from casinos located on Native American tribal lands, including those located in
California. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming
establishments in California remains uncertain, the proliferation of gaming in California and other areas located in the same region
as our Las Vegas Operating Properties could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan
areas from which we traditionally attract customers. A number of states have permitted or are considering permitting gaming at
“racinos” (combined race tracks and casinos), on Native American reservations and through expansion of state lotteries.

Certain states within the U.S. have also legalized, and others in the future may legalize, online gaming. There are a number
of established, well capitalized companies producing and operating online gaming offerings that compete with us. Online gaming
is a new and evolving industry and is potentially subject to significant future development, including legal and regulatory
development.

The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could
result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las
Vegas, which could have an adverse effect on our financial condition, results of operations or cash flows. Also, on December 23,
2011, the DOJ released an opinion on the application of the Wire Act to interstate transmission of wire communications, concluding
that such communications that did not relate to a “sporting event or contest” fell outside the prohibition of the Wire Act. In
concluding as such, the DOJ reversed earlier opinions that the Wire Act was not limited to such communications on sporting events
or contests. Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner
that could have an adverse effect on our business.

The Sands Expo Center provides recurring demand for mid-week room nights for business travelers who attend meetings,
trade shows and conventions in Las Vegas. The Sands Expo Center presently competes with other large convention centers,
including convention centers in Las Vegas and other cities. To the extent that these competitors are able to capture a substantially
larger portion of the trade show and convention business, there could be a material adverse effect on our financial condition, results
of operations or cash flows.

Certain beneficial owners of our voting securities may be required to file an application with, and be investigated by, the
Nevada Gaming Authorities, and the Nevada Commission may restrict the ability of a beneficial owner to receive any benefit
from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found
to be unsuitable.

Any person who acquires beneficial ownership of more than 10% of our voting securities will be required to apply to the
Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails a written notice
requiring the filing. Under certain circumstances, an “institutional investor” as defined under the regulations of the Nevada
Commission, which acquires beneficial ownership of more than 10%, but not more than 25%, of our voting securities (subject to
certain additional holdings as a result of certain debt restructurings or stock repurchase programs under the Nevada Act), may
apply to the Nevada Commission for a waiver of such finding of suitability requirement if the institutional investor holds our
voting securities only for investment purposes. In addition, any beneficial owner of our voting securities, regardless of the number
of shares beneficially owned, may be required at the discretion of the Nevada Commission to file an application for a finding of
suitability as such. In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of
investigation incurred by the Nevada Gaming Authorities in conducting the investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do
so by the Nevada Gaming Authorities may be found unsuitable. The same restrictions apply to a record owner if the record owner,
after request, fails to identify the beneficial owner. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial
ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada
Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is
unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed
subsidiaries:

•

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

pay remuneration in any form to that person for services rendered or otherwise; or

fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if
necessary, purchasing them for cash at fair market value.

For a more complete description of the Nevada gaming regulatory requirements applicable to beneficial owners of our voting

securities, see “Item 1 — Business — Regulation and Licensing — State of Nevada.”

Certain beneficial owners of our voting securities may be required to file a license application with, and be investigated by,
the Pennsylvania Gaming Control Board, the Pennsylvania State Police and other agencies.

Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB
for licensure, obtain licensure and remain licensed. Licensure requires, among other things, that the applicant establish by clear
and convincing evidence the applicant’s good character, honesty and integrity. Additionally, any trust that holds 5% or more of
our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the
trust is also required to be licensed by the PaGCB. Under certain circumstances and under the regulations of the PaGCB, an
“institutional investor” as defined under the regulations of the PaGCB, which acquires beneficial ownership of 5% or more, but
less than 10%, of our voting securities, may not be required to be licensed by the PaGCB provided the PaGCB grants a waiver of
the licensure requirement. In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially
owned, may be required at the discretion of the PaGCB to file an application for licensure.

Furthermore, a person or a group of persons acting in concert who acquire(s) more than 20% of our securities, with the
exception of the ownership interest of a person at the time of original licensure when the license fee was paid, would trigger a
“change in control” (as defined under applicable law). Such a change in control could require us to re-apply for licensure by the
PaGCB and incur a $50.0 million license fee.

In the event a security holder is required to be found qualified and is not found qualified, or fails to apply for qualification,

such security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.

For a more complete description of the Pennsylvania gaming regulatory requirements applicable to beneficial owners of our

voting securities, see “Item 1 — Business — Regulation and Licensing — Commonwealth of Pennsylvania.”

If GGP (or any future owner of the Grand Canal Shoppes) breaches any of its material agreements with us or if we are
unable to maintain an acceptable working relationship with GGP (or any future owner), there could be a material adverse
effect on our financial condition, results of operations or cash flows.

We have entered into agreements with GGP under which, among other things, GGP has agreed to operate the Grand Canal
Shoppes subject to, and in accordance with, the cooperation agreement. Our agreements with GGP could be adversely affected in
ways that could have a material adverse effect on our financial condition, results of operations or cash flows if we do not maintain
an acceptable working relationship with GGP or its successors. For example, the cooperation agreement that governs the
relationships between the Grand Canal Shoppes and The Palazzo and The Venetian Las Vegas requires that the owners cooperate
in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner,
if the parties do not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP breaches any of its agreements with us, such as its
agreement under the cooperation agreement to operate the Grand Canal Shoppes consistent with the standards of first-class
restaurant and retail complexes and the overall Venetian theme in the section formerly referred to as The Grand Canal Shoppes,
and its various obligations as our landlord under the leases described above. Although our agreements with GGP provide us with
various remedies in the event of any breaches by GGP and include various dispute resolution procedures and mechanisms, these
remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our financial condition, results
of operations or cash flows if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

ITEM 1B. — UNRESOLVED STAFF COMMENTS

None.

ITEM 2. — PROPERTIES

We have received concessions from the Macao government to build on a six-acre land site for the Sands Macao and parcels
1, 2, 3 and 5 and 6 on the Cotai Strip, the sites on which The Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands
Cotai Central (parcels 5 and 6) are, and The Parisian Macao (parcel 3) will be, located. We do not own these land sites in Macao;
however, the land concessions grant us exclusive use of the land. Land concessions in Macao generally have an initial term of 25
years with automatic extensions of 10 years thereafter in accordance with Macao law. As specified in the land concessions, we
are required to pay premiums, which are either payable in a single lump sum upon acceptance of our land concessions by the
Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concession, which may
be revised every five years by the Macao government. In October 2008, the Macao government amended our land concession to
separate the retail and hotel portions of the Four Seasons Macao parcel and allowed us to subdivide the parcel into four separate
components, consisting of retail, hotel/casino, Four Seasons Apartments and parking areas. In consideration for the amendment,
we paid an additional land premium of approximately $17.8 million and will pay adjusted annual rent over the remaining term of
the concession, which increased slightly due to the revised allocation of parcel use. See “Item 8 — Financial Statements and
Supplementary Data — Notes to Consolidated Financial Statements — Note 5 — Leasehold Interests in Land, Net” for more
information on our payment obligation under these land concessions.

Under our land concession for Sands Cotai Central, we are required to complete the development by May 2014 (48 months
from the date the land concession became effective). The land concession for The Parisian Macao contains a similar requirement,
which was extended by the Macao government in July 2012, that the development be completed by April 2016. We have applied
for an extension from the Macao government to complete Sands Cotai Central, as we will be unable to meet the May 2014 deadline.
Should we determine that we are unable to complete The Parisian Macao by April 2016, we would then also expect to apply for
an extension from the Macao government. If we are unable to meet The Parisian Macao deadline and the deadlines for either
development are not extended, we could lose our land concessions for Sands Cotai Central or The Parisian Macao, which would
prohibit us from operating any facilities developed under the respective land concessions. As a result, we could record a charge
for all or some portion of the $4.15 billion or $376.0 million in capitalized construction costs, as of December 31, 2013, related
to Sands Cotai Central or The Parisian Macao, respectively.

Under the Development Agreement with the STB, we paid SGD 1.2 billion (approximately $946.1 million at exchange rates
in effect on December 31, 2013) in premium payments for the 60-year lease of the land on which the Marina Bay Sands is located
plus an additional SGD 105.6 million (approximately $83.3 million at exchange rates in effect on December 31, 2013) for various
taxes and other fees.

We own an approximately 63-acre parcel of land on which our Las Vegas Operating Properties are located and an
approximately 19-acre parcel of land located to the east of the 63-acre parcel. We own these parcels of land in fee simple, subject

to certain easements, encroachments and other non-monetary encumbrances. LVSLLC’s credit facility, subject to certain exceptions,
is collateralized by a first priority security interest (subject to permitted liens) in substantially all of LVSLLC’s property.

The Sands Bethlehem resort is located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which
is about 70 miles from midtown Manhattan, New York. In September 2008, our joint venture partner, Bethworks Now, LLC,
contributed the land on which Sands Bethlehem is being developed to Sands Bethworks Gaming and Sands Bethworks Retail, a
portion of which was contributed through a condominium form of ownership.

In March 2004, we entered into a long-term lease with a third party for the airspace over which a portion of The Shoppes
at The Palazzo was constructed (the “Leased Airspace”). We acquired fee title from the same third party to the airspace above the
Leased Airspace (the “Acquired Airspace”) in order to build the Las Vegas Condo Tower in January 2008. In February 2008, in
connection with the sale of The Shoppes at The Palazzo, GGP acquired control of the Leased Airspace. We continue to retain fee
title to the Acquired Airspace in order to resume building the Las Vegas Condo Tower when market conditions improve.

ITEM 3. — LEGAL PROCEEDINGS

In addition to the matters described at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated
Financial Statements — Note 13 — Commitments and Contingencies — Litigation,” we are party to various legal matters and
claims arising in the ordinary 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 adverse effect on our financial condition, results of operations or cash flows.

ITEM 4. — MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock trades on the NYSE under the symbol “LVS.” The following table sets forth the high and

low sales prices for the common stock on the NYSE for the fiscal quarter indicated:

2012
First Quarter................................................................................................................................ $
Second Quarter ........................................................................................................................... $
Third Quarter .............................................................................................................................. $
Fourth Quarter ............................................................................................................................ $
2013
First Quarter................................................................................................................................ $
Second Quarter ........................................................................................................................... $
Third Quarter .............................................................................................................................. $
Fourth Quarter ............................................................................................................................ $
2014
First Quarter (through February 27, 2014) ................................................................................. $

High

Low

59.85
62.09
47.59
48.10

56.83
60.54
67.35
79.25

85.86

$
$
$
$

41.77
41.28
34.72
40.28

47.99
47.95
50.67
63.49

69.15

As of February 27, 2014, there were 812,566,265 shares of our common stock outstanding that were held by 457 stockholders

of record.

Dividends

Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law. In addition, we
are a parent company with limited business operations of our own. Accordingly, our primary sources of cash are dividends and
distributions with respect to our ownership interest in our subsidiaries that are derived from the earnings and cash flow generated
by our operating properties.

Our subsidiaries’ long-term debt arrangements place restrictions on their ability to pay cash dividends to the Company. This
may restrict our ability to pay cash dividends other than from cash on hand. See “Item 7 — Management’s Discussion and Analysis
of Financial Condition and Results of Operations — Restrictions on Distributions” and “Item 8 — Financial Statements and
Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt.”

Common Stock Dividends

On March 29, June 28, September 27 and December 31, 2013, we paid a dividend of $0.35 per common share as part of a
regular cash dividend program. During the year ended December 31, 2013, we recorded $1.15 billion as a distribution against
retained earnings (of which $604.2 million related to our Principal Stockholder’s family and the remaining $548.9 million related
to all other stockholders).

On March 30, June 29, September 28 and December 28, 2012, we paid a dividend of $0.25 per common share as part of a
regular cash dividend program. On December 18, 2012, we paid a special cash dividend of $2.75 per common share. During the
year ended December 31, 2012, we recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion related
to our Principal Stockholder’s family and the remaining $1.47 billion related to all other stockholders).

On January 28, 2014, our Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to
be approximately $409 million) to be paid on March 31, 2014, to shareholders of record on March 21, 2014. We expect this level
of dividend to continue quarterly through the remainder of 2014. Our Board of Directors will continually assess the level and
appropriateness of any cash dividends.

Preferred Stock Dividends

On February 15, May 16, August 15 and November 15, 2011, we paid a dividend of $2.50 per preferred share, totaling $75.3

million (of which $52.5 million was paid to our Principal Stockholder’s family).

As further described in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial
Statements — Note 9 — Equity — Preferred Stock and Warrants — Redemption of Preferred Stock,” we redeemed all of the
preferred shares outstanding on November 15, 2011.

Recent Sales of Unregistered Securities

There have not been any sales by the Company of equity securities in the last fiscal year that have not been registered under

the Securities Act of 1933.

Purchases of Equity Securities by the Issuer

The following table provides information about share repurchases made by the Company of its common stock during the

quarter ended December 31, 2013:

Period
October 1, 2013 - October 31, 2013.............
November 1, 2013 - November 30, 2013.....
December 1, 2013 - December 31, 2013......

Total
Number of
Shares
Purchased
1,052,928
1,059,298
978,454

$
$
$

Weighted
Average
Price Paid
per Share(1)

Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program

Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in thousands)(2)

71.16
70.47
76.28

1,052,928
1,059,298
978,454

$
$
$

1,578,899
1,504,246
1,429,609

(1) Calculated excluding commissions.
(2) On June 5, 2013, the Company announced a stock repurchase program pursuant to which the Company has been authorized
to repurchase up to $2.0 billion of its outstanding common stock. As of December 31, 2013, approximately $1.43 billion of
shares remained available for repurchase. The stock repurchase program will expire on June 5, 2015. All repurchases under
the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal
securities laws. All share repurchases of the Company’s common stock have been recorded as treasury shares.

Performance Graph

The following performance graph compares the performance of our common stock with the performance of the Standard &
Poor’s 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, 2013. The graph plots the
changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested. The stock
price performance in this graph is not necessarily indicative of future stock price performance.

Las Vegas Sands Corp...................................... $
S&P 500 ........................................................... $
Dow Jones US Gambling Index ....................... $

12/31/2008
100.00
100.00
100.00

12/31/2009
251.94
$
126.46
$
155.72
$

Cumulative Total Return
12/31/2011
12/31/2010
720.57
$
774.87
$
148.59
$
145.51
$
250.58
$
269.58
$

12/31/2012
844.54
$
172.37
$
276.93
$

12/31/2013
$ 1,475.98
228.19
$
475.61
$

The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the
Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance
graph by reference therein.

ITEM 6. — SELECTED FINANCIAL DATA

The following reflects selected historical financial data that should be read in conjunction with “Item 7 — Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes
thereto included elsewhere in this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results
of operations to be expected in the future.

(1)(2)(3)

2013

(4)(5)(6)

2012

(7)

2011

(8)

2010

(9)(10)

2009

Year Ended December 31,

(In thousands, except per share data)

STATEMENT OF OPERATIONS DATA
Gross revenues ................................................... $ 14,494,436
(724,551)
Less — promotional allowances........................
13,769,885
Net revenues.......................................................
10,361,642
Operating expenses ............................................
3,408,243
Operating income (loss).....................................
(254,874)
Interest expense, net...........................................
Other income (expense) .....................................
4,321
Loss on modification or early retirement of
debt..................................................................
Income (loss) before income taxes ....................
Income tax benefit (expense) .............................
Net income (loss) ...............................................
Net (income) loss attributable to
noncontrolling interests...................................
Net income (loss) attributable to Las Vegas
Sands Corp. .....................................................
Preferred stock dividends...................................
Accretion to redemption value of preferred
stock issued to Principal Stockholder’s
family ..............................................................
Preferred stock inducement, repurchase and
redemption premiums .....................................

(14,178)
3,143,512
(188,836)
2,954,676

2,305,997
—

(648,679)

—

Net income (loss) attributable to common
stockholders .................................................... $ 2,305,997
Per share data:

$ 11,684,669
(553,537)
11,131,132
8,819,750
2,311,382
(235,312)
5,740

$ 9,862,334
(451,589)
9,410,745
7,020,858
2,389,887
(268,555)
(3,955)

$ 7,317,937
(464,755)
6,853,182
5,672,596
1,180,586
(297,866)
(8,260)

$ 4,929,444
(366,339)
4,563,105
4,591,845
(28,740)
(310,748)
(9,891)

(19,234)
2,062,576
(180,763)
1,881,813

(22,554)
2,094,823
(211,704)
1,883,119

(18,555)
855,905
(74,302)
781,603

(23,248)
(372,627)
3,884
(368,743)

(357,720)

(322,996)

(182,209)

14,264

1,524,093
—

1,560,123
(63,924)

599,394
(92,807)

(354,479)
(93,026)

—

(80,975)

(92,545)

(145,716)

(6,579)

—

$ 1,524,093

$ 1,269,508

407,463

(540,050)

Basic earnings (loss) per share ................... $
Diluted earnings (loss) per share ................ $
Cash dividends declared per common share...... $
OTHER DATA

2.80
2.79
1.40

$
$
$

1.89
1.85
3.75

$
$
$

1.74
1.56

$
$
— $

0.61
0.51

$
$
— $

(0.82)
(0.82)
—

Capital expenditures ................................... $

898,111

$ 1,449,234

$ 1,508,493

$ 2,023,981

$ 2,092,896

(2)

2013

(6)

2012

December 31,

(7)

2011

(In thousands)

2010

2009

BALANCE SHEET DATA
Total assets......................................................... $ 22,724,264
Long-term debt................................................... $ 9,382,752
Preferred stock issued to Principal
Stockholder’s family....................................... $
Total Las Vegas Sands Corp. stockholders’
equity............................................................... $ 7,665,494

$ 22,163,652
$ 10,132,265

$ 22,244,123
$ 9,577,131

$ 21,044,308
$ 9,373,755

$ 20,572,106
$ 10,852,147

— $

503,379

410,834

$ 7,061,842

$ 7,850,689

$ 6,662,991

$ 5,850,699

_________________________

(1) The second Sheraton tower of Sands Cotai Central opened in January 2013.
(2) On March 29, June 28, September 27 and December 31, 2013, we paid a dividend of $0.35 per common share as part of

a regular cash dividend program.

(3) During the year ended December 31, 2013, we recorded a legal settlement expense of $47.4 million.
(4) The Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central opened in April and September

2012, respectively.

(5) During the year ended December 31, 2012, we recorded an impairment loss of $143.7 million, consisting primarily of a
$100.7 million write-off of capitalized construction costs related to our former Cotai Strip development (referred to as
parcels 7 and 8) in Macao and a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.
(6) On March 30, June 29, September 28 and December 28, 2012, we paid a dividend of $0.25 per common share as part of
a regular cash dividend program. Additionally, on December 18, 2012, we paid a special cash dividend of $2.75 per common
share.

(7) During the year ended December 31, 2011, we repurchased, redeemed or induced holders to redeem all outstanding preferred
stock, which resulted in a charge to retained earnings of $145.7 million and is also included in the calculation of net income
attributable to common stockholders.

(8) Marina Bay Sands partially opened on April 27, 2010.
(9) Sands Bethlehem partially opened on May 22, 2009.
(10) During the year ended December 31, 2009, we recorded an impairment loss of $169.5 million, a legal settlement expense

of $42.5 million and a valuation allowance against our U.S. deferred tax assets of $96.9 million.

ITEM 7. — 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 audited consolidated
financial statements, and the notes thereto and other financial information included in this Form 10-K. 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 Macao operating segments consist of The Venetian
Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties.
Approximately 85.3% and 83.2% of the gross revenue at The Venetian Macao for years ended December 31, 2013 and 2012,
respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-
gaming sources. Approximately 85.7% and 86.6% of the gross revenue at Sands Cotai Central for the period ended December 31,
2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from room and food and
beverage operations. Approximately 82.8% and 86.5% of the gross revenue at the Four Seasons Macao for the years ended
December 31, 2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from mall
and room operations. Approximately 94.2% and 94.5% of the gross revenue at the Sands Macao for the years ended December 31,
2013 and 2012, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage
operations.

Our Singapore operating segment consists of the Marina Bay Sands. Approximately 74.6% and 74.4% of the gross revenue
at the Marina Bay Sands for the years ended December 31, 2013 and 2012, respectively, was derived from gaming activities, with
the remainder derived from room, food and beverage, mall and other non-gaming sources.

Our operating segments in the U.S. consist of The Venetian Las Vegas, 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 into our 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. Approximately 63.8% and 65.2% of the gross revenue at our Las Vegas Operating Properties for the years
ended December 31, 2013 and 2012, respectively, was derived from room, food and beverage and other non-gaming sources, with
the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on
the group convention and trade show business and the resulting high occupancy and room rates throughout the week, including
during mid-week periods. Approximately 88.5% of the gross revenue at Sands Bethlehem for the years ended December 31, 2013
and 2012, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming
sources.

Summary Financial Results

The following table summarizes our results of operations:

Year Ended December 31,

2013

Percent
Change

2012

Percent
Change

2011

Net revenues......................................................... $ 13,769,885
10,361,642
Operating expenses ..............................................
3,408,243
Operating income.................................................
3,143,512
Income before income taxes ................................
Net income ...........................................................
2,954,676
Net income attributable to Las Vegas Sands
Corp...................................................................

2,305,997

(Dollars in thousands)

23.7% $ 11,131,132
8,819,750
17.5%
2,311,382
47.5%
2,062,576
52.4%
1,881,813
57.0%

18.3 % $ 9,410,745
7,020,858
25.6 %
2,389,887
(3.3)%
2,094,823
(1.5)%
1,883,119
(0.1)%

51.3%

1,524,093

(2.3)%

1,560,123

Percent of Net Revenues
Year Ended December 31,

2013

2012

2011

Operating expenses .........................................................................................
Operating income ............................................................................................
Income before income taxes ...........................................................................
Net income ......................................................................................................
Net income attributable to Las Vegas Sands Corp..........................................

75.2%
24.8%
22.8%
21.5%
16.7%

79.2%
20.8%
18.5%
16.9%
13.7%

74.6%
25.4%
22.3%
20.0%
16.6%

Our historical financial results will not be indicative of our future results as we continue to develop and open new properties,

including The Parisian Macao and the remaining phase of Sands Cotai Central.

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 mix of table games, our Rolling
Chip win percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0%. Generally, slot machine play
is conducted on a cash basis. In Macao and Singapore, 27.9% and 29.3%, respectively, of our table games play was conducted on
a credit basis for the year ended December 31, 2013.

Casino revenue measurements for the U.S.: The volume measurements in the U.S. are table games drop and slot handle, as
previously described. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our
mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 20% to 22% at our
Las Vegas Operating Properties and 14% to 16% at Sands Bethlehem. As in Macao and Singapore, slot machine play is generally
conducted on a cash basis. Approximately 74.2% of our table games play at our Las Vegas Operating Properties, for the year ended

December 31, 2013, was conducted on a credit basis, while our table games play in Pennsylvania is primarily conducted on a cash
basis.

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

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

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Operating Revenues

Our net revenues consisted of the following:

2013

Year Ended December 31,
2012
(Dollars in thousands)

Percent Change

Casino.............................................................................................................. $ 11,386,917
1,380,681
Rooms .............................................................................................................
730,259
Food and beverage ..........................................................................................
481,400
Mall .................................................................................................................
515,179
Convention, retail and other............................................................................
14,494,436
(724,551)
Less — promotional allowances .....................................................................
Total net revenues ........................................................................................... $ 13,769,885

9,008,158
1,154,024
628,528
396,927
497,032
11,684,669
(553,537)
$ 11,131,132

26.4 %
19.6 %
16.2 %
21.3 %
3.7 %
24.0 %
(30.9)%
23.7 %

Consolidated net revenues were $13.77 billion for the year ended December 31, 2013, an increase of $2.64 billion compared
to $11.13 billion for the year ended December 31, 2012. The increase in net revenues was driven by an increase of $1.65 billion
at Sands Cotai Central due to its progressive opening that commenced in April 2012, and an increase of $813.3 million at The
Venetian Macao, primarily due to increased casino revenues.

Casino revenues increased $2.38 billion compared to the year ended December 31, 2012. The increase is primarily attributable
to an increase of $1.47 billion at Sands Cotai Central, due to its progressive opening, and a $786.5 million increase at The Venetian
Macao, driven by an increase in Non-Rolling Chip drop. The following table summarizes the results of our casino activity:

Year Ended December 31,

2013

2012

Change

(Dollars in thousands)

26.8%

3.32%

5.5%

22.5%

2.66%

3.9%

27.5%

2.46%

5.5%

19.8%

2.77%

3.9%

922,743
899,627

Macao Operations:
The Venetian Macao
Total casino revenues...................................................................................... $ 3,415,327
Non-Rolling Chip drop ................................................................................... $ 7,201,033
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 54,420,394
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 4,781,911
Slot hold percentage........................................................................................
Sands Cotai Central
Total casino revenues...................................................................................... $ 2,432,952
Non-Rolling Chip drop ................................................................................... $ 5,373,622
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 61,073,743
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 5,686,446
Slot hold percentage........................................................................................
Four Seasons Macao
Total casino revenues...................................................................................... $
Non-Rolling Chip drop ................................................................................... $
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 39,280,485
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $
Slot hold percentage........................................................................................
Sands Macao
Total casino revenues...................................................................................... $ 1,206,462
Non-Rolling Chip drop ................................................................................... $ 3,488,891
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 23,242,588
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 2,699,247
Slot hold percentage........................................................................................
Singapore Operations:
Marina Bay Sands
Total casino revenues...................................................................................... $ 2,363,140
Non-Rolling Chip drop ................................................................................... $ 4,650,105
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 60,095,322
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 11,118,021
Slot hold percentage........................................................................................
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues...................................................................................... $
584,372
Table games drop ............................................................................................ $ 2,251,734
Table games win percentage ...........................................................................
Slot handle....................................................................................................... $ 2,024,147
Slot hold percentage........................................................................................
Sands Bethlehem
Total casino revenues...................................................................................... $
461,921
Table games drop ............................................................................................ $ 1,024,021
Table games win percentage ...........................................................................
Slot handle....................................................................................................... $ 4,129,171
Slot hold percentage........................................................................................

900,836

23.3%

8.7%

16.1%

7.0%

23.7%

2.46%

5.1%

$ 2,628,868
$ 4,482,318

0.3%

$ 48,825,435

3.05%

$ 4,946,114

5.3%

960,286
$
$ 1,863,923

20.8%

$ 26,046,168

2.83%

$ 2,939,426

3.5%

$
$

977,616
433,264

40.8%

$ 41,604,458

2.79%

962,540

5.3%

$ 1,219,400
$ 2,872,468

21.0%

$ 25,184,583

3.14%

$ 2,476,673

4.3%

$ 2,271,869
$ 4,612,227

23.1%

$ 52,568,238

2.47%

$ 10,793,348

5.3%

$
512,647
$ 2,084,490

21.1%

$ 1,944,618

8.7%

$
$

437,472
885,359

15.3%

$ 4,029,326

7.2%

29.9 %
60.7 %
26.5 pts
11.46 %
0.27 pts
(3.3) %
0.2 pts

153.4 %
188.3 %

1.7 pts

134.5 %
(0.17) pts
93.5 %
0.4 pts

(5.6) %
107.6 %
(13.3) pts
(5.6) %
(0.33) pts
(6.4) %
0.2 pts

(1.1) %
21.5 %
(1.2) pts
(7.7) %
(0.37) pts
9.0 %
(0.4) pts

4.0 %
0.8 %
0.6 pts
14.3 %
(0.01) pts
3.0 %
(0.2) pts

14.0 %
8.0 %
2.2 pts
4.1 %
— pts

5.6 %
15.7 %
0.8 pts
2.5 %
(0.2) pts

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

Room revenues increased $226.7 million compared to the year ended December 31, 2012. The increase is attributable to an
increase of $153.0 million at Sands Cotai Central, due to its progressive opening, an increase of $34.8 million at Marina Bay
Sands, driven by an increase in average daily room rates, and an increase of $26.3 million at our Las Vegas Operating Properties,
driven by an increase in occupancy. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis.
The following table summarizes the results of our room activity:

Macao Operations:
The Venetian Macao
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $
Sands Cotai Central
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $
Four Seasons Macao
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $
Sands Macao
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $
Singapore Operations:
Marina Bay Sands
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $
U.S. Operations:
Las Vegas Operating Properties
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $
Sands Bethlehem
Total room revenues........................................................................................ $
Occupancy rate................................................................................................
Average daily room rate.................................................................................. $
Revenue per available room............................................................................ $

Year Ended December 31,

2013

2012

Change

(Room revenues in thousands)

230,822

91.3%
243
222

236,819

78.5%
155
121

43,626

85.3%
373
318

25,150

96.1%
252
242

360,264

98.6%
396
390

472,518

89.6%
205
184

11,482

73.6%
142
104

$
$

224,177

91.9%
237
218

83,833

83.4%
155
129

39,813

80.1%
362
290

24,441

95.3%
245
234

325,470

98.9%
355
351

446,241

86.1%
203
175

10,049

65.1%
140
91

3.0 %
(0.6) pts
2.5 %
1.8 %

182.5 %
(4.9) pts
— %
(6.2) %

9.6 %
5.2 pts
3.0 %
9.7 %

2.9 %
0.8 pts
2.9 %
3.4 %

10.7 %
(0.3) pts
11.5 %
11.1 %

5.9 %
3.5 pts
1.0 %
5.1 %

14.3 %
8.5 pts
1.4 %
14.3 %

Food and beverage revenues increased $101.7 million compared to the year ended December 31, 2012. The increase was
primarily attributable to a $62.3 million increase at Sands Cotai Central, due to its progressive opening, as well as a $26.3 million
increase at our Las Vegas Operating Properties, driven by an increase in banquet operations.

Mall revenues increased $84.5 million compared to the year ended December 31, 2012. The increase was primarily due to
an $85.3 million increase at our Macao operating properties, driven by an increase in base rents as well as the progressive opening
of Sands Cotai Central. For further information related to the financial performance of our malls, see"— Additional Information
Regarding our Retail Mall Operations." The following table summarizes the results of our mall activity:

Year Ended December 31,

2013

2012

Change

(Mall revenues in thousands)

$
$

42,116
210,143

16,074
210,143

139,522
805,976

169,151
755,452

95.5%
179
1,522

92.3%
147
1,214

100.0%
120
1,277

100.0%
112
—

21.2 %
(6.3) %
3.2 pts
21.8 %
25.4 %

162.0 %
— %
— pts
7.1 %
— %

Macao Operations:
Shoppes at Venetian
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
Shoppes at Cotai Central(1)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
Shoppes at Four Seasons(2)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
Singapore Operations:
The Shoppes at Marina Bay Sands(3)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
U.S. Operations:
The Outlets at Sands Bethlehem(4)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
_________________________
(1) The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.
(2) Beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage

35.5 %
0.9 %
(4.4) pts
132.0 %
8.5 %

106.6 %
4.3 %
22.3 pts
— %
— %

(1.6) %
0.7 %
(5.3) pts
0.9 %
9.7 %

87.7%
348
4,726

96.0%
215
1,393

90.7%
217
1,528

92.1%
150
4,356

71.3%
—
—

93.6%
23
431

1,535
129,216

153,840
642,241

83,477
239,718

156,319
637,980

3,172
134,830

113,121
241,895

$
$

rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.

(3) The decrease in occupancy at The Shoppes at Marina Bay Sands is due to an ongoing repositioning of the mall that will
bring in several new and expand many key luxury tenants. Approximately 37,000 square feet of gross leasable area is currently
undergoing new fit-out or development and is not considered occupied as of December 31, 2013.

(4) A progressive opening of The Outlets at Sands Bethlehem began in November 2011. Base rent per square foot and tenant
sales per square foot for the year ended December 31, 2012, are excluded from the table as certain co-tenancy requirements
were not met during 2012 as the mall was only partially occupied.

Operating Expenses

The breakdown of operating expenses is as follows:

2013

Year Ended December 31,
2012
(Dollars in thousands)

Percent Change

6,483,718
Casino.............................................................................................................. $
271,942
Rooms .............................................................................................................
369,570
Food and beverage ..........................................................................................
73,358
Mall .................................................................................................................
317,869
Convention, retail and other............................................................................
237,786
Provision for doubtful accounts ......................................................................
1,329,740
General and administrative .............................................................................
189,535
Corporate.........................................................................................................
13,339
Pre-opening .....................................................................................................
15,809
Development ...................................................................................................
1,007,468
Depreciation and amortization ........................................................................
40,352
Amortization of leasehold interests in land.....................................................
—
Impairment loss...............................................................................................
Loss on disposal of assets ...............................................................................
11,156
Total operating expenses................................................................................. $ 10,361,642

5,128,036
237,303
331,210
68,763
304,263
239,332
1,061,935
207,030
143,795
19,958
892,046
40,165
143,674
2,240
8,819,750

26.4 %
14.6 %
11.6 %
6.7 %
4.5 %
(0.6)%
25.2 %
(8.5)%
(90.7)%
(20.8)%
12.9 %
0.5 %
(100.0)%
398.0 %
17.5 %

Operating expenses were $10.36 billion for the year ended December 31, 2013, an increase of $1.54 billion compared to
$8.82 billion for the year ended December 31, 2012. The increase in operating expenses was primarily attributable to the progressive
opening of Sands Cotai Central that commenced in April 2012.

Casino expenses increased $1.36 billion compared to the year ended December 31, 2012. Of the increase, $986.8 million
was attributable to the 39% gross win tax on increased casino revenue across all of our Macao properties, as well as $211.5 million
of additional casino expenses attributable to Sands Cotai Central.

Rooms and food and beverage expenses increased $34.6 million and $38.4 million, respectively, compared to the year ended

December 31, 2012. These increases were driven by the associated increases in the related revenues described above.

The provision for doubtful accounts was $237.8 million for the year ended December 31, 2013, compared to $239.3 million
for the year ended December 31, 2012. The amount of this provision can vary over short periods of time because of factors specific
to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for
doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the
judgment of our employees responsible for granting credit.

General and administrative expenses increased $267.8 million compared to the year ended December 31, 2012. The increase
was primarily attributable to a $122.2 million increase at Sands Cotai Central, a $72.7 million increase at our Las Vegas Operating
Properties, driven by a $47.4 million legal settlement expense (see “Item 8 — Financial Statements and Supplementary Data —
Notes to Consolidated Financial Statements — Note 13 — Commitments and Contingencies — Litigation”), as well as a $63.9
million increase at The Venetian Macao, driven by an increase in advertising expense.

Corporate expense decreased $17.5 million compared to the year ended December 31, 2012, driven by a decrease in legal

fees.

Pre-opening expenses were $13.3 million for the year ended December 31, 2013, compared to $143.8 million for the year
ended December 31, 2012. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures,
which are expensed as incurred. Pre-opening expenses for the years ended December 31, 2013 and 2012, were primarily related
to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit
of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $115.4 million compared to the year ended December 31, 2012. The
increase was primarily attributable to a $146.6 million increase at Sands Cotai Central, partially offset by decreases at our Las
Vegas Operating Properties and other Macao operating properties due to certain assets being fully depreciated.

The impairment loss of $143.7 million for the year ended December 31, 2012, consisted primarily of a $100.7 million write-
off of capitalized construction costs related to our former Cotai Strip development (referred to as parcels 7 and 8) in Macao and
a $42.9 million impairment due to the termination of the ZAiA show at The Venetian Macao.

Adjusted Property EBITDA

Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments.
Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense,
corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests
in land, impairment loss, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of
debt and income taxes. The following table summarizes information related to our segments (see “Item 8 — Financial Statements
and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — Segment Information” for discussion of
our operating segments and a reconciliation of adjusted property EBITDA to net income):

2013

Year Ended December 31,
2012
(Dollars in thousands)

Percent Change

Macao:

The Venetian Macao ................................................................................ $
Sands Cotai Central..................................................................................
Four Seasons Macao ................................................................................
Sands Macao ............................................................................................
Other Asia ................................................................................................

Marina Bay Sands ...........................................................................................
United States:

Las Vegas Operating Properties...............................................................
Sands Bethlehem......................................................................................

Total adjusted property EBITDA.................................................................... $

1,499,937
739,723
305,040
362,858
(3,855)
2,903,703
1,384,576

351,739
123,337
475,076
4,763,355

1,143,245
213,476
288,170
350,639
(15,950)
1,979,580
1,366,245

331,182
114,055
445,237
3,791,062

31.2%
246.5%
5.9%
3.5%
75.8%
46.7%
1.3%

6.2%
8.1%
6.7%
25.6%

Adjusted property EBITDA at our Macao operations increased $924.1 million compared to the year ended December 31,
2012. The increase was primarily attributable to an increase of $526.2 million at Sands Cotai Central, due to its progressive opening
that commenced in April 2012, as well as an increase of $356.7 million at The Venetian Macao, driven by an increase in casino
activity.

Adjusted property EBITDA at Marina Bay Sands increased $18.3 million compared to the year ended December 31, 2012.
The increase was primarily attributable to a $82.2 million increase in net revenues driven by an increase in casino revenues,
partially offset by increases in the associated operating expenses.

Adjusted property EBITDA at our Las Vegas Operating Properties increased $20.6 million compared to the year ended
December 31, 2012. Net revenues increased $123.2 million (excluding intersegment royalty revenue), but was offset by increases
in the associated operating expenses.

Adjusted property EBITDA at Sands Bethlehem increased $9.3 million compared to the year ended December 31, 2012.
The increase was primarily attributable to a $26.3 million increase in net revenues, driven by an increase in casino activity, partially
offset by increases in the associated operating expenses.

Interest Expense

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

Interest cost (which includes the amortization of deferred financing costs and original issue
260,704
discounts)................................................................................................................................. $
15,168
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo ........
(4,661)
Less — capitalized interest.........................................................................................................
271,211
Interest expense, net.................................................................................................................... $
212,903
Cash paid for interest .................................................................................................................. $
Weighted average total debt balance .......................................................................................... $ 9,788,457
Weighted average interest rate....................................................................................................

2.7%

292,790
15,123
(49,349)
258,564
$
258,440
$
$ 9,772,201

3.0%

Year Ended December 31,
2012
2013

(Dollars in thousands)

Interest cost decreased $32.1 million compared to the year ended December 31, 2012, resulting primarily from a decrease
in our weighted average interest rate. Capitalized interest decreased $44.7 million compared to the year ended December 31, 2012,
primarily due to the completion of the Conrad and Holiday Inn tower and the first and second Sheraton towers of Sands Cotai
Central in April and September 2012 and January 2013, respectively.

Other Factors Effecting Earnings

Other income was $4.3 million for the year ended December 31, 2013, compared to $5.7 million for the year ended
December 31, 2012. The income during the year ended December 31, 2013, was primarily attributable to foreign exchange gains.

The loss on modification or early retirement of debt of $14.2 million for the year ended December 31, 2013, related to the
the refinancing of our U.S. credit facility in December 2013 (see “Item 8 — Financial Statements and Supplementary Data —
Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt — Senior Secured Credit Facility”).

Our effective income tax rate was 6.0% for the year ended December 31, 2013, compared to 8.8% for the year ended
December 31, 2012. The effective income tax rate for the years ended December 31, 2013 and 2012, reflects a 17% statutory tax
rate on our Singapore operations and a zero percent tax rate on profits generated by our Macao gaming operations due to our
income tax exemption in Macao, which was extended in October 2013 through the end of 2018. We have recorded a valuation
allowance related to deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent
that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or 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 $648.7 million for the year ended December 31, 2013,
compared to $357.7 million for the year ended December 31, 2012. These amounts are primarily related to the noncontrolling
interest of SCL.

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Operating Revenues

Our net revenues consisted of the following:

2012

Year Ended December 31,
2011
(Dollars in thousands)

Percent Change

9,008,158
1,154,024
628,528
396,927
497,032
11,684,669
Less — promotional allowances .....................................................................
(553,537)
Total net revenues ........................................................................................... $ 11,131,132

7,437,002
1,000,035
598,823
325,123
501,351
9,862,334
(451,589)
9,410,745

21.1 %
15.4 %
5.0 %
22.1 %
(0.9)%
18.5 %
(22.6)%
18.3 %

Consolidated net revenues were $11.13 billion for the year ended December 31, 2012, an increase of $1.72 billion compared
to $9.41 billion for the year ended December 31, 2011. The increase was driven by $1.05 billion of net revenues at Sands Cotai
Central and increases of $408.2 million and $210.8 million at Four Seasons Macao and The Venetian Macao, respectively.

Casino revenues increased $1.57 billion compared to the year ended December 31, 2011. The increase is primarily attributable
to $960.3 million of revenues at Sands Cotai Central, a $394.1 million increase at Four Seasons Macao, driven by an increase in
Rolling Chip volume due to the expanded VIP gaming area and a $198.7 million increase at The Venetian Macao, driven by
increases in Non-Rolling Chip drop and win percentage. The following table summarizes the results of our casino activity:

Year Ended December 31,

2012

2011

Change

(Dollars in thousands)

30.6%

3.05%

5.3%

977,616
433,264

Macao Operations:
The Venetian Macao
Total casino revenues...................................................................................... $ 2,628,868
Non-Rolling Chip drop ................................................................................... $ 4,482,318
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 48,825,435
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 4,946,114
Slot hold percentage........................................................................................
Sands Cotai Central
Total casino revenues...................................................................................... $
960,286
Non-Rolling Chip drop ................................................................................... $ 1,863,923
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 26,046,168
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 2,939,426
Slot hold percentage........................................................................................
Four Seasons Macao
Total casino revenues...................................................................................... $
Non-Rolling Chip drop ................................................................................... $
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 41,604,458
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $
Slot hold percentage........................................................................................
Sands Macao
Total casino revenues...................................................................................... $ 1,219,400
Non-Rolling Chip drop ................................................................................... $ 2,872,468
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 25,184,583
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 2,476,673
Slot hold percentage........................................................................................
Singapore Operations:
Marina Bay Sands
Total casino revenues...................................................................................... $ 2,271,869
Non-Rolling Chip drop ................................................................................... $ 4,612,227
Non-Rolling Chip win percentage ..................................................................
Rolling Chip volume ....................................................................................... $ 52,568,238
Rolling Chip win percentage...........................................................................
Slot handle....................................................................................................... $ 10,793,348
Slot hold percentage........................................................................................
U.S. Operations:
Las Vegas Operating Properties
Total casino revenues...................................................................................... $
512,647
Table games drop ............................................................................................ $ 2,084,490
Table games win percentage ...........................................................................
Slot handle....................................................................................................... $ 1,944,618
Slot hold percentage........................................................................................
Sands Bethlehem
Total casino revenues...................................................................................... $
Table games drop ............................................................................................ $
Table games win percentage ...........................................................................
Slot handle....................................................................................................... $ 4,029,326
Slot hold percentage........................................................................................

437,472
885,359

962,540

20.8%

2.83%

3.5%

40.8%

2.79%

5.3%

21.0%

3.14%

4.3%

23.1%

2.47%

5.3%

21.1%

8.7%

15.3%

7.2%

$ 2,430,144
$ 4,178,865

27.3%

$ 52,016,771

2.95%

$ 3,564,612

6.4%

$
$

—
—
—
—
—
—
—

583,476
388,290

40.3%

$ 18,983,716

2.88%

833,525

5.7%

$ 1,251,084
$ 2,811,966

20.5%

$ 31,537,280

2.79%

$ 2,055,911

5.5%

$ 2,364,922
$ 4,445,232

23.0%

$ 49,843,694

2.88%

$ 9,959,670

5.3%

$
430,758
$ 1,967,258

17.9%

$ 1,829,923

8.7%

$
$

376,618
653,203

14.8%

$ 3,773,734

7.2%

8.2 %
7.3 %
3.3 pts
(6.1) %
0.10 pts
38.8 %
(1.1) pts

— %
— %
— pts
— %
— pts
— %
— pts

67.6 %
11.6 %
0.5 pts

119.2 %
(0.09) pts
15.5 %
(0.4) pts

(2.5) %
2.2 %
0.5 pts

(20.1) %
0.35 pts
20.5 %
(1.2) pts

(3.9) %
3.8 %
0.1 pts
5.5 %
(0.41) pts
8.4 %
— pts

19.0 %
6.0 %
3.2 pts
6.3 %
— pts

16.2 %
35.5 %
0.5 pts
6.8 %
— pts

Room revenues increased $154.0 million compared to the year ended December 31, 2011. The increase is attributable to
$83.8 million of revenues at Sands Cotai Central and a $57.0 million increase at Marina Bay Sands, driven by increases in occupancy
and average daily room rates. The hotel tower at Sands Bethlehem opened in May 2011. The suites at Sands Macao are primarily
provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:

Year Ended December 31,

2012

2011

Change

(Room revenues in thousands)

224,177

91.9%
237
218

83,833

83.4%
155
129

39,813

80.1%
362
290

24,441

95.3%
245
234

325,470

98.9%
355
351

446,241

86.1%
203
175

10,049

65.1%
140
91

$
$

220,116

91.4%
232
212

—
—
—
—

32,233

69.9%
334
234

23,820

90.5%
251
227

268,480

93.6%
311
291

450,487

88.6%
199
177

4,899
50.5%
162
82

1.8 %
0.5 pts
2.2 %
2.8 %

— %
— pts
— %
— %

23.5 %
10.2 pts
8.4 %
23.9 %

2.6 %
4.8 pts
(2.4) %
3.1 %

21.2 %
5.3 pts
14.1 %
20.6 %

(0.9) %
(2.5) pts
2.0 %
(1.1) %

105.1 %
14.6 pts
(13.6) %
11.0 %

Food and beverage revenues increased $29.7 million compared to the year ended December 31, 2011. The increase was
primarily attributable to $39.8 million of revenues at Sands Cotai Central and a $10.5 million increase at The Venetian Macao,
partially offset by a $21.4 million decrease at our Las Vegas Operating Properties, driven by a decrease in banquet operations.

Mall revenues increased $71.8 million compared to the year ended December 31, 2011. The increase was primarily
attributable to increases of $18.6 million at Marina Bay Sands, driven by an increase in mall occupancy and overage rents, $18.3
million at The Venetian Macao, driven by higher base rents due to renewed contracts as well as an increase in overage rents, and
$17.5 million at Four Seasons Macao, driven by an increase in overage rents and the expansion of the mall during November
2012. The following table summarizes the results of our mall activity:

Year Ended December 31,

2012

2011

Change

(Mall revenues in thousands)

$
$

—
—
—
—

100.0%
112

121,191
817,251

139,522
805,976

16,074
210,143

90.0%
131
1,087

92.3%
147
1,214

Macao Operations:
Shoppes at Venetian
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
Shoppes at Cotai Central(1)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Shoppes at Four Seasons(2)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
Base rent per square foot................................................................................. $
Tenant sales per square foot............................................................................ $
U.S. Operations:
The Outlets at Sands Bethlehem(3)
Total mall revenues ......................................................................................... $
Mall gross leasable area (in square feet) .........................................................
Occupancy.......................................................................................................
_________________________
(1) The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.
(2)

92.1%
150
4,356

95.3%
186
1,231

92.3%
148
3,386

96.0%
215
1,393

137,765
629,428

194
129,216

156,319
637,980

1,535
129,216

83,477
239,718

65,973
189,170

24.1%

71.3%

$
$

15.1 %
(1.4) %
2.3 pts
12.2 %
11.7 %

— %
— %
— pts
— %

26.5 %
26.7 %
(0.2) pts
1.4 %
28.6 %

13.5 %
1.4 %
0.7 pts
15.6 %
13.2 %

691.2 %
— %
47.2 pts

In November 2012, the Shoppes at Four Seasons expanded the duty-free luxury shops, resulting in an additional 51,000
square feet of gross leasable space.

(3) Base rent per square foot and tenant sales per square foot are excluded from the table as a progressive opening of The Outlets

at Sands Bethlehem began in November 2011.

Convention, retail and other revenues decreased $4.3 million compared to the year ended December 31, 2011. The decrease
was primarily due to a $15.4 million decrease at Marina Bay Sands, driven by a decrease in entertainment revenue primarily due
to the closing of a show at the property, partially offset by $8.7 million of revenues at Sands Cotai Central.

Operating Expenses

The breakdown of operating expenses is as follows:

2012

Year Ended December 31,
2011
(Dollars in thousands)

Percent Change

Casino.............................................................................................................. $
Rooms .............................................................................................................
Food and beverage ..........................................................................................
Mall .................................................................................................................
Convention, retail and other............................................................................
Provision for doubtful accounts ......................................................................
General and administrative .............................................................................
Corporate.........................................................................................................
Pre-opening .....................................................................................................
Development ...................................................................................................
Depreciation and amortization ........................................................................
Amortization of leasehold interests in land.....................................................
Impairment loss...............................................................................................
Loss on disposal of assets ...............................................................................
Total operating expenses................................................................................. $

5,128,036
237,303
331,210
68,763
304,263
239,332
1,061,935
207,030
143,795
19,958
892,046
40,165
143,674
2,240
8,819,750

4,007,887
210,052
307,446
59,183
338,109
150,456
836,924
185,694
65,825
11,309
794,404
43,366
—
10,203
7,020,858

27.9 %
13.0 %
7.7 %
16.2 %
(10.0)%
59.1 %
26.9 %
11.5 %
118.5 %
76.5 %
12.3 %
(7.4)%
—
(78.0)%
25.6 %

Operating expenses were $8.82 billion for the year ended December 31, 2012, an increase of $1.80 billion compared to
$7.02 billion for the year ended December 31, 2011. The increase in operating expenses was primarily attributable to the opening
of Sands Cotai Central, an increase in casino activity at our other Macao operating properties and $143.7 million in impairment
charges.

Casino expenses increased $1.12 billion compared to the year ended December 31, 2011. Of the increase, $788.9 million
was due to the 39% gross win tax on increased casino revenue across all of our Macao properties, as well as $185.5 million of
additional casino expenses attributable to Sands Cotai Central.

Rooms and food and beverage expenses increased $27.3 million and $23.8 million, respectively, compared to the year ended

December 31, 2011. These increases were primarily attributable to the opening of Sands Cotai Central.

Convention, retail and other expenses decreased $33.8 million compared to the year ended December 31, 2011. The decrease
was primarily due to decreases of $25.7 million and $14.3 million at Marina Bay Sands and The Venetian Macao, respectively,
driven by a decrease in entertainment expense due to the closure of certain shows, partially offset by $7.1 million of expenses at
Sands Cotai Central.

The provision for doubtful accounts was $239.3 million for the year ended December 31, 2012, compared to $150.5 million
for the year ended December 31, 2011. The increase was primarily due to increases of $57.3 million and $18.1 million at Marina
Bay Sands and our Macao operating properties, respectively, driven by increases in casino accounts receivable related to credit
extended, as well as increases to provisions for specific customers. The amount of this provision can vary over short periods of
time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that
the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards,
our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased $225.0 million compared to the year ended December 31, 2011. The increase
was primarily attributable to $103.9 million of expenses at Sands Cotai Central and increases of $61.6 million at Marina Bay
Sands, primarily driven by an increase in property taxes, and $29.7 million at The Venetian Macao.

Corporate expense increased $21.3 million compared to the year ended December 31, 2011, driven by an increase in legal

fees.

Pre-opening expenses were $143.8 million for the year ended December 31, 2012, compared to $65.8 million for the year
ended December 31, 2011. Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures,
which are expensed as incurred. Pre-opening expenses for the years ended December 31, 2012 and 2011, were primarily related
to activities at Sands Cotai Central. Development expenses include the costs associated with the Company’s evaluation and pursuit
of new business opportunities, which are also expensed as incurred.

Depreciation and amortization expense increased $97.6 million compared to the year ended December 31, 2011. The increase
was primarily attributable to $107.8 million of expenses at Sands Cotai Central, partially offset by decreases at our other Macao
operating properties due to certain assets being fully depreciated.

Adjusted Property EBITDA

The following table summarizes information related to our segments:

2012

Year Ended December 31,
2011
(Dollars in thousands)

Percent Change

Macao:

Marina Bay Sands ...........................................................................................
United States:

Las Vegas Operating Properties...............................................................
Sands Bethlehem......................................................................................

Total adjusted property EBITDA.................................................................... $

1,143,245
213,476
288,170
350,639
(15,950)
1,979,580
1,366,245

331,182
114,055
445,237
3,791,062

1,022,778
—
217,923
351,877
(15,143)
1,577,435
1,530,623

333,295
90,802
424,097
3,532,155

11.8 %
—
32.2 %
(0.4)%
(5.3)%
25.5 %
(10.7)%

(0.6)%
25.6 %
5.0 %
7.3 %

Adjusted property EBITDA at our Macao operations increased $402.1 million compared to the year ended December 31,
2011. The increase was primarily attributable to $213.5 million in adjusted property EBITDA generated at Sands Cotai Central
and increases of $120.5 million and $70.2 million at The Venetian Macao and Four Seasons Macao, respectively, driven by an
increase in casino activity.

Adjusted property EBITDA at Marina Bay Sands decreased $164.4 million compared to the year ended December 31, 2011.
The decrease was primarily attributable to a $35.7 million decrease in net revenues and increases of $61.6 million and $57.3
million in general and administrative expenses and provision for doubtful accounts, respectively.

Adjusted property EBITDA at our Las Vegas Operating Properties remained relatively unchanged compared to the year
ended December 31, 2011. Net revenues increased $40.4 million (excluding intersegment royalty revenue), but was offset by
increases of $22.8 million, $14.5 million and $14.5 million in casino expenses, general and administrative expenses and provision
for doubtful accounts, respectively.

Adjusted property EBITDA at Sands Bethlehem increased $23.3 million compared to the year ended December 31, 2011.
The increase was primarily attributable to a $70.6 million increase in net revenues, driven by an increase in casino activity, partially
offset by increases in the associated operating expenses.

Interest Expense

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

Year Ended December 31,
2011
2012

(Dollars in thousands)

Interest cost (which includes the amortization of deferred financing costs and original issue
292,790
discounts)................................................................................................................................. $
15,123
Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo ........
(49,349)
Less — capitalized interest.........................................................................................................
258,564
Interest expense, net.................................................................................................................... $
258,440
Cash paid for interest .................................................................................................................. $
Weighted average total debt balance .......................................................................................... $ 9,772,201
Weighted average interest rate....................................................................................................

3.0%

402,076
8,013
(127,140)
282,949
$
373,923
$
$ 10,097,474

4.0%

Interest cost decreased $109.3 million compared to the year ended December 31, 2011, resulting primarily from a decrease
in our weighted average interest rate. Capitalized interest decreased $77.8 million compared to the year ended December 31, 2011,
primarily due to the completion of the Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central in April
and September 2012, respectively.

Other Factors Effecting Earnings

Other income was $5.7 million for the year ended December 31, 2012, compared to other expense of $4.0 million for the
year ended December 31, 2011. The income during the year ended December 31, 2012, was primarily due to a $6.6 million foreign
exchange gain related to the dissolution of one of our wholly owned foreign subsidiaries, partially offset by decreases in the fair
value of our interest rate cap agreements in Macao and Singapore.

The loss on modification or early retirement of debt was $19.2 million for the year ended December 31, 2012, and was
primarily due to a $13.1 million loss related to the refinancing of our Singapore credit facility in June 2012 (see “Item 8 — Financial
Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 — Long-Term Debt — Singapore
Credit Facility”).

Our effective income tax rate was 8.8% for the year ended December 31, 2012, compared to 10.1% for the year ended
December 31, 2011. The effective income tax rate for the years ended December 31, 2012 and 2011, reflects a 17% statutory tax
rate on our Singapore operations and a zero percent tax rate on profits generated by our Macao gaming operations due to our
income tax exemption in Macao, which was extended in October 2013 through the end of 2018. We have recorded a valuation
allowance related to deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent
that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or 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 $357.7 million for the year ended December 31, 2012,
compared to $323.0 million for the year ended December 31, 2011. These amounts are primarily related to the noncontrolling
interest of SCL.

Additional Information Regarding our Retail Mall Operations

The following tables summarize the results of our mall operations for the years ended December 31, 2013, 2012 and 2011

(in thousands):

Shoppes at
Venetian

Shoppes at
Four Seasons

Shoppes
at Cotai
Central(1)

The Shoppes
at Marina Bay
Sands

The Outlets
at Sands
Bethlehem(2)

Total

For the year ended December 31, 2013

Mall revenues:

Minimum rents(3) ....................................... $
Overage rents.............................................

CAM, levies and management fees...........

Total mall revenues........................................

39,615

25,456

169,151

58,246

6,962

113,121

Mall operating expenses:

Common area maintenance .......................

16,894

104,080

47,913

23,030

106,318

11,584

7,502

42,116

5,577

1,275

6,852

—

(245)

6,607

16,584

30,938

153,840

25,370

8,083

33,453

7,123

(5)

40,571

5,466

1,607

7,073

—

226

7,299

54,909

5,500

83,477

4,051

1,895

5,946

—

330

6,276

1,566

3,738

16,074

2,485

1,226

3,711

—

607

4,318

14,941

31,910

156,319

25,928

8,828

34,756

8,548

123

43,427

1,268

1,904

—

3,172

1,320

791

2,111

1,093

—

3,204

800

735

—

1,535

1,077

356

1,433

759

—

2,192

282,609

127,933

70,858

481,400

54,627

18,731

73,358

9,702

(305)

82,755

226,012

108,585

62,330

396,927

49,114

19,649

68,763

9,307

1,470

79,540

81,906

23,068

10,770

109,468

66,859

17,847

— $

108,705

(592) $

192,819

42,737

5,389

65,973

3,927

2,468

6,395

—

828

7,223

—

7,788

21,272

137,765

17,662

9,308

26,970

5,411

185

32,566

786

—

194

171

190

361

112

—

473

84,270

48,034

325,123

40,023

19,160

59,183

5,523

14,517

79,223

Management fees and other direct
operating expenses ................................
Mall operating expenses ................................
Property taxes(4) .........................................
Provision for (recovery of) doubtful
accounts .................................................
Mall-related expenses(5) .................................
For the year ended December 31, 2012

Mall revenues:

Minimum rents(3) ....................................... $
Overage rents.............................................

CAM, levies and management fees...........

Total mall revenues........................................

Mall revenues:

Minimum rents(3) ....................................... $
Overage rents.............................................

CAM, levies and management fees...........

Total mall revenues........................................

6,975

23,869

1,486

(281)

25,074

36,434

21,182

139,522

7,344

22,917

—

410

23,327

32,959

21,373

121,191

Mall operating expenses:

Common area maintenance .......................

15,573

Mall operating expenses:

Common area maintenance .......................

18,263

7,194

25,457

—

13,504

38,961

____________________
(1) The first and second phases of the Shoppes at Cotai Central opened in April and September 2012, respectively.
(2) Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
(3) Minimum rents include base rents and straight-line adjustments of base rents.

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

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

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful
supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest
expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to
noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year,
reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact
on operations from trends in occupancy rates, rental rates and operating costs.

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

Development Projects

Macao

We submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The
Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open in late 2015, is intended to
include a gaming area (to be operated under our gaming subconcession), hotel and shopping mall. We expect the cost to design,
develop and construct The Parisian Macao to be approximately $2.7 billion, inclusive of payments made for the land premium.
We commenced construction activities and have capitalized costs of $376.0 million, including the land premium (net of
amortization), as of December 31, 2013. 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 December 31, 2013, we have capitalized an aggregate of $8.97 billion in construction costs and land premiums (net
of amortization) for our Cotai Strip developments, which include The Venetian Macao, Sands Cotai Central, Four Seasons Macao
and The Parisian Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations.

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

Under our land concession for Sands Cotai Central, we are required to complete the development by May 2014. We have
applied for an extension from the Macao government to complete Sands Cotai Central, as we will be unable to meet the May 2014
deadline. The land concession for The Parisian Macao contains a similar requirement, which was extended by the Macao government
in July 2012, that the development be completed by April 2016. Should we determine that we are unable to complete The Parisian
Macao by April 2016, we would then also expect to apply for an extension from the Macao government. If we are unable to meet
The Parisian Macao deadline and the deadlines for either development are not extended, we could lose our land concessions for
Sands Cotai Central or The Parisian Macao, which would prohibit us from operating any facilities developed under the respective
land concessions. As a result, we could record a charge for all or some portion of the $4.15 billion or $376.0 million in capitalized
construction costs and land premiums (net of amortization), as of December 31, 2013, related to Sands Cotai Central and The
Parisian Macao, respectively.

United States

We were constructing the Las Vegas Condo Tower, located on the Las Vegas Strip between The Palazzo and The Venetian
Las Vegas. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums
and the overall decline in general economic conditions. We intend to recommence construction when demand and conditions
improve. As of December 31, 2013, we have capitalized construction costs of $178.6 million for this project. The impact of the
suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions

fail to improve or management decide to abandon the project, we could record a charge for some portion of the $178.6 million in
capitalized construction costs as of December 31, 2013.

Other

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

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

2013

Net cash generated from operating activities .................................................. $
Cash flows from investing activities:

Change in restricted cash and cash equivalents .......................................
Capital expenditures.................................................................................
Proceeds from disposal of property and equipment.................................
Acquisition of intangible assets ...............................................................
Net cash used in investing activities ...............................................................
Cash flows from financing activities:

Proceeds from exercise of stock options..................................................
Repurchase of common stock ..................................................................
Proceeds from exercise of warrants .........................................................
Dividends paid .........................................................................................
Distributions to noncontrolling interests..................................................
Deemed distribution to Principal Stockholder.........................................
Proceeds from long-term debt..................................................................
Repayments of long-term debt.................................................................
Repurchases and redemption of preferred stock......................................
Payments of preferred stock inducement premium .................................
Payments of deferred financing costs ......................................................
Net cash used in financing activities...............................................................
Effect of exchange rate on cash ......................................................................
Increase (decrease) in cash and cash equivalents............................................ $

Year Ended December 31,
2012
(In thousands)
3,057,757
$

4,439,412

(382)
(898,111)
32,155
(45,871)
(912,209)

69,596
(561,150)
350
(1,564,049)
(11,858)
—
3,183,107
(3,513,032)
—
—
(35,414)
(2,432,450)
(7,105)
1,087,648

693
(1,449,234)
2,909
—
(1,445,632)

46,240
—
528,908
(3,442,312)
(10,466)
(18,576)
4,351,486
(4,399,698)
—
—
(100,888)
(3,045,306)
43,229
(1,389,952) $

2011

2,662,496

804,394
(1,508,493)
6,093
(100)
(698,106)

25,505
—
12,512
(75,297)
(10,388)
—
3,201,535
(3,300,310)
(845,321)
(16,871)
(84,826)
(1,093,461)
(5,292)
865,637

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 increased
$1.38 billion compared to the year ended December 31, 2012. The increase was primarily attributable to the increase in operating
cash flows generated from our Macao operations.

Cash Flows — Investing Activities

Capital expenditures for the year ended December 31, 2013, totaled $898.1 million, including $614.4 million for construction
and development activities in Macao, which consisted primarily of $262.5 million for Sands Cotai Central and $212.8 million for
The Parisian Macao; $142.7 million in Singapore; $93.2 million at our Las Vegas Operating Properties; and $47.8 million for
corporate and other activities. Additionally, during the year ended December 31, 2013, we paid SGD 57.0 million (approximately
$44.9 million at exchange rates in effect on December 31, 2013) to renew our Singapore gaming license.

We are continuously evaluating our portfolio of assets, including evaluating strategic alternatives related to our Pennsylvania

operations.

Cash Flows — Financing Activities

Net cash flows used in financing activities were $2.43 billion for the year ended December 31, 2013, which was primarily
attributable to $1.56 billion in dividend payments, $561.2 million in common stock repurchases and repayments of $430.5 million
on our 2012 Singapore Credit Facility.

As of December 31, 2013, we had $1.54 billion available for borrowing under our U.S., Macao and Singapore credit facilities,

net of letters of credit.

Capital Financing Overview

Through December 31, 2013, we have funded our development projects primarily through borrowings from our credit
facilities (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note
8 — Long-Term Debt”), 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, which was
amended in December 2013, requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to
the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas
operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest,
income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly
periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such
contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance
with the maximum leverage ratio (the “EBITDA true-up”). Our Macao credit facility 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 4.0x for the quarterly periods ending December 31, 2013 through December 31, 2014, decreases to 3.5x for the
quarterly periods ending March 31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods
thereafter through maturity. Our Singapore credit facility requires operations of Marina Bay Sands to comply with similar financial
covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x
for the quarterly periods ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for
all quarterly periods thereafter through maturity. As of December 31, 2013, our U.S., Macao and Singapore leverage ratios were
1.2x, 1.1x and 2.9x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.0x and 3.5x, respectively. If we
are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the
respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any
defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as
defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness
outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable
under such agreements, which could force us to restructure or alter our operations or debt obligations.

We held unrestricted cash and cash equivalents of approximately $3.60 billion and restricted cash and cash equivalents of
approximately $6.8 million as of December 31, 2013, of which approximately $3.18 billion of the unrestricted amount is held by
non-U.S. subsidiaries. Of the $3.18 billion, approximately $2.29 billion is available to be repatriated to the U.S. with minimal
taxes owed on such amounts due to the Company’s significant foreign taxes paid, which would ultimately generate U.S. foreign
tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend
requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and
cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of our credit facilities.
We may elect to arrange additional financing to fund the balance of our Cotai Strip developments. In the normal course of our
activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.

In November 2011, we completed the $3.7 billion 2011 VML Credit Facility, which was used to repay the outstanding
indebtedness under the VML and VOL credit facilities, as well as continue to fund the development, construction and completion
of certain components of Sands Cotai Central. In March 2012, we redeemed the outstanding balance of Senior Notes for $191.7
million and in May 2012, we repaid the $131.6 million outstanding balance under our ferry financing. In June 2012, we entered
into the SGD 5.1 billion (approximately $4.02 billion at exchange rates in effect on December 31, 2013) 2012 Singapore Credit
Facility, which was primarily used to repay the outstanding indebtedness under the prior Singapore credit facility. In December
2013, we completed the $3.5 billion 2013 U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness
under the prior senior secured credit facility (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated
Financial Statements — Note 8 — Long-term Debt — 2013 U.S. Credit Facility”). We are currently in the process of amending
and restating our 2011 VML Credit Facility, which will allow each lender holding term loans under the 2011 VML Credit Facility
to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. We will also
have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit facility.

The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close
during the first quarter of 2014.

On February 28 and June 22, 2012, SCL paid a dividend of 0.58 Hong Kong dollars (“HKD”) per share (a total of $1.20 billion)
to SCL shareholders (of which we retained $844.4 million). On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67
and HKD 0.66 per share, respectively (a total of $1.38 billion) to SCL shareholders (of which we retained $970.2 million). On
January 24, 2014, the Board of Directors of SCL declared a dividend of HKD 0.87 per share and a special dividend of HKD 0.77
per share (a total of $1.71 billion, of which we retained $1.20 billion) to SCL shareholders of record on February 14, 2014, which
was paid on February 26, 2014.

On March 30, June 29, September 28 and December 28, 2012, we paid a dividend of $0.25 per common share as part of a
regular cash dividend program and on December 18, 2012, we paid a special cash dividend of $2.75 per common share. During
the year ended December 31, 2012, we recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion
related to our Principal Stockholder’s family and the remaining $1.47 billion related to all other shareholders). On
March 29, June 28, September 27 and December 31, 2013, we paid a dividend of $0.35 per common share and recorded $1.15
billion as a distribution against retained earnings (of which $604.2 million related to our Principal Stockholder’s family and the
remaining $548.9 million related to all other shareholders) during the year ended December 31, 2013. On January 28, 2014, our
Board of Directors declared a quarterly dividend of $0.50 per common share (a total estimated to be approximately $406 million)
to be paid on March 31, 2014, to shareholders of record on March 21, 2014. We expect this level of dividend to continue quarterly
through the remainder of 2014. Our Board of Directors will continually assess the level and appropriateness of any cash dividends.

In June 2013, our Board of Directors approved a share repurchase program, which expires in June 2015, with an initial
authorization of $2.0 billion. Repurchases of our common stock are made at our discretion in accordance with applicable federal
securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend
on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market
conditions. During the year ended December 31, 2013, we repurchased 8,570,281 shares of our common stock for $570.5 million
(including commissions) under this program. Subsequent to year end through February 28, 2014, we repurchased 8,224,255 shares
of our common stock for $663.8 million (including commissions) under this program. All share repurchases of our common stock
have been recorded as treasury shares.

On March 2, 2012, our Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175

shares of our common stock and paid $525.0 million in cash as settlement of the exercise price.

Aggregate Indebtedness and Other Known Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of December 31, 2013:

Less than
1 Year

Payments Due by Period Ending December 31, 2013
More than
5 Years

4-5 Years

2-3 Years

(11)

Total

Long-Term Debt Obligations(1)
2013 U.S. Credit Facility — Term B................. $
2013 U.S. Credit Facility — Revolving.............
Airplane Financings ...........................................
HVAC Equipment Lease(2).................................
U.S. Other ..........................................................
2011 VML Credit Facility — Term B................
Macao Other.......................................................
2012 Singapore Credit Facility — Term............
Fixed Interest Payments.....................................
Variable Interest Payments(3)..............................
Contractual Obligations
Former Tenants(4) ...............................................
Employment Agreements(5)................................
Macao Leasehold Interests in Land(6) ................
Mall Leases(7) .....................................................
Macao Annual Premium(8) .................................
Parking Lot Lease(9) ...........................................
Other Operating Leases(10) .................................
Total ................................................................... $

_______________________

(In thousands)

45,000
590,000
56,297
2,601
21
—
1,292
1,958,524
1,891
197,820

45,000
—
7,374
2,866
532
3,008,315
4,231
1,523,297
2,531
355,806

800
7,620
9,510
16,750
87,674
2,400
11,924
$ 5,086,630

800
234
10,566
16,422
87,675
2,400
5,033
$ 2,976,576

22,500
—
3,688
1,521
1,782
200,554
2,387
145,075
1,671
213,274

400
10,184
3,453
8,564
43,837
1,200
14,339
674,429

$ 2,137,500
—
—
11,152
—
—
—
—
409
134,996

4,800
—
75,972
83,810
153,430
102,300
—
$ 2,704,369

$ 2,250,000
590,000
67,359
18,140
2,335
3,208,869
7,910
3,626,896
6,502
901,896

6,800
18,038
99,501
125,546
372,616
108,300
31,296
$ 11,442,004

(1) See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8

— Long-Term Debt” for further details on these financing transactions.

(2) In July 2009, we entered into a capital lease agreement with our current heating, ventilation and air conditioning (“HVAC”)
provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in
Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. We
are obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic
decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease has been capitalized
at the present value of the future minimum lease payments at lease inception.

(3) Based on December 31, 2013, London Inter-Bank Offered Rate (“LIBOR”) of 0.2%, Hong Kong Inter-Bank Offered Rate
(“HIBOR”) of 0.4% and Singapore Swap Offer Rate (“SOR”) of 0.2% plus the applicable interest rate spread in accordance
with the respective debt agreements.

(4) We are party to tenant lease termination and asset purchase agreements. Under the agreement for The Grand Canal Shoppes

sale, we are obligated to fulfill the lease termination and asset purchase agreements.

(5) We are party to employment agreements with eight of our executive officers, with remaining terms of one to four years.
(6) We are party to long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter in accordance

with Macao law.

(7) We are party to certain leaseback agreements for the theater, gondola and certain office and retail space related to the sales

of The Grand Canal Shoppes and The Shoppes at the Palazzo.

(8) In addition to the 39% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable
in nature), we are required to pay an annual premium with a fixed portion and a variable portion, which is based on the
number and type of gaming tables and gaming machines we operate. Based on the gaming tables and gaming machines
in operation as of December 31, 2013, the annual premium is approximately $43.8 million payable to the Macao government
through the termination of the gaming subconcession in June 2022.

(9) We are party to a 99-year lease agreement (90 years remaining) for a parking structure located adjacent to The Venetian

Las Vegas.

(10) We are party to certain operating leases for real estate, various equipment and service arrangements.
(11) As of December 31, 2013, we had a $13.3 million liability related to unrecognized tax benefits; we do not expect this
liability to result in a payment of cash within the next 12 months. We are unable to reasonably estimate the timing of the

liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions;
therefore, such amounts are not included in the table.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions

other than interest rate caps.

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 three fiscal years.

Special Note Regarding Forward-Looking Statements

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

•

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

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

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

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

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

our ability to meet certain development deadlines;

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

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

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

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

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

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

•

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

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

our ability to collect gaming receivables from our credit players;

our dependence on chance and theoretical win rates;

fraud and cheating;

our ability to establish and protect our IP rights;

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

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

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

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

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

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

the continued services of our key management and personnel;

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

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

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

the completion of infrastructure projects in Macao; and

the outcome of any ongoing and future litigation.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise
from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place
undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the
date of this report as a result of new information, future events or developments, except as required by federal securities laws.

Critical Accounting Policies and Estimates

The preparation of our 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 results of
operations and financial condition. We believe that the critical accounting policies discussed below affect our more significant
judgments and estimates used in the preparation of our consolidated financial statements.

Allowance for Doubtful Casino Accounts

We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Macao, Singapore and
the U.S., which we regularly evaluate. We specifically analyze the collectability of each account with a balance over a specified
dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known
information, and we apply standard reserve percentages to aged account balances under the specified dollar amount. We also
monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves. Credit
or marker play was 27.9%, 29.3% and 74.2% of table games play at our Macao properties, Marina Bay Sands and Las Vegas

Operating Properties, respectively, during the year ended December 31, 2013. Our allowance for doubtful casino accounts was
36.2% and 27.7% of gross casino receivables from customers as of December 31, 2013 and 2012, respectively. As the credit
extended to our junkets can be offset by the commissions payable to said junkets, the allowance for doubtful accounts related to
receivables from junkets is not material. Our allowance for doubtful accounts from our hotel and other receivables is also not
material.

Litigation Accrual

We are subject to various claims and legal actions. We estimate the accruals for these claims and legal actions based on all
relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated
balance sheets when it is determined that such contingencies are both probable and reasonably estimable.

Property and Equipment

At December 31, 2013, we had net property and equipment of $15.36 billion, representing 67.6% of our total assets. We
depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based
on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events,
such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner
in which we use certain assets requiring a change in the estimated useful lives of such assets.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever
indicators of impairment exist. If an indicator of impairment exists, we first group our assets with other assets and liabilities at
the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset
group”). Secondly, we estimate the undiscounted future cash flows that are directly associated with and expected to arise from the
completion, use and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful
life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated.
If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared
to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future
cash flows include remaining construction costs.

To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are
probability weighted based on management’s estimates given current conditions. Determining the recoverability of our asset groups
is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability
weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market
conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors,
regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of our
asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or
fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains
are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously
recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at
the date of sale. Fixed assets are not depreciated while classified as held for sale.

Capitalized Interest

Interest costs associated with our major construction projects are capitalized and included in the cost of the projects. When
no debt is incurred specifically for construction projects, we capitalize interest on amounts expended using the weighted average
cost of our outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction
activity is suspended for more than a brief period.

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold

interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

Indefinite Useful Life Assets

As of December 31, 2013, we had a $50.0 million asset related to our Sands Bethlehem gaming license and a $16.5 million
asset related to our Sands Bethlehem table games certificate, both of which were determined to have indefinite useful lives. Assets
with indefinite useful lives are assessed regularly to ensure they continue to meet the indefinite useful life criteria. These assets

are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or
circumstances indicate that the assets might be impaired. When performing our impairment analysis, we first conduct a qualitative
assessment to determine whether we believe it is “more-likely-than-not” that the asset is impaired. If, after assessing the qualitative
factors, we determine it is “more-likely-than-not” the asset is impaired, we then perform an impairment test that consists of a
comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset is not recoverable and exceeds
its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not
exceed the fair value, no impairment is recognized.

Our annual indefinite lived intangible asset impairment analysis on our Sands Bethlehem gaming license and table games
certificate included an assessment of certain qualitative factors including, but not limited to, the results of the most recent fair
value calculation, operating results and projected operating results, and macro-economic and industry conditions. We considered
the qualitative factors and determined that it is not “more-likely-than-not” that the indefinite lived intangible assets are impaired.
Although we believe the qualitative factors considered in the impairment are reasonable, significant changes in any one of our
assumptions could produce a different result. Future changes to our estimates and assumptions based upon changes in operating
results, macro-economic factors or management’s intentions may result in future changes to the fair value of the gaming license
and table games certificate.

If we determine a quantitative impairment test is to be performed to estimate the fair value of our Sands Bethlehem gaming
license and table games certificate, our fair value analysis would be based on expected adjusted property EBITDA, combined with
estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which are discounted to present
value at rates commensurate with our capital structure and the prevailing borrowing rates within the casino industry in general.
Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as
casinos. Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use
of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market
conditions, among others.

Stock-Based Compensation

Accounting standards regarding share-based payments require the recognition of compensation expense in the consolidated
statements of operations related to the fair value of employee stock-based compensation. Determining the fair value of stock-
based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding
prior to exercise, the associated volatility and the expected dividends. Expected volatilities are based on our historical volatility
or combined with the historical volatilities from a selection of companies from our peer group when there is a lack of our historical
information, as is the case for our SCL equity plan. The expected option life is based on the contractual term of the option as well
historical exercise and forfeiture behavior. When there is a lack of historical information, as is the case for our SCL equity plan,
we use the simplified method for estimating expected option life, as the options qualify as “plain-vanilla” options. The expected
dividend yield is based on our estimate of annual dividends expected to be paid at the time of the grant. We believe that the valuation
technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our
stock options granted. Judgment is also required in estimating the amount of stock-based awards expected to be forfeited prior to
vesting. If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially
impacted. All employee stock options were granted with an exercise price equal to the fair market value (as defined in the Company’s
equity award plans).

During the years ended December 31, 2013 and 2012, we recorded stock-based compensation expense of $53.4 million and
$65.4 million, respectively. As of December 31, 2013, under the 2004 plan there was $19.0 million of unrecognized compensation
cost, net of estimated forfeitures of 8.0% per year, related to unvested stock options and there was $29.8 million of unrecognized
compensation cost, net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock
option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 2.3 years and
2.2 years, respectively.

As of December 31, 2013, under the SCL Equity Plan there was $16.2 million of unrecognized compensation cost, net of
estimated forfeitures of 8.8% per year, related to unvested stock options and there was $16.0 million of unrecognized compensation
cost related to unvested restricted stock units. The stock option and restricted stock unit costs are expected to be recognized over
a weighted average period of 2.2 years and 3.5 years, respectively.

Income Taxes

We are subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which we
operate. We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized
based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of

existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards.
Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation
allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the
need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-
not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and
cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating
loss and tax credit carryforwards not expiring, and implementation of tax planning strategies.

We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $217.8 million and $209.4
million, as of December 31, 2013 and 2012, respectively, and a valuation allowance on the net deferred tax assets of our U.S.
operations of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively. Management will reassess the
realization of deferred tax assets based on the applicable accounting standards for income taxes each reporting period and consider
the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the
financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, we
will be able to reduce the valuation allowance.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the
ordinary course of business, there are many transactions for which the tax treatment is uncertain. Accounting standards regarding
uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is
to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-
not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second
step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of
being sustained on examinations. We consider many factors when evaluating and estimating our tax positions and tax benefits,
which may require periodic adjustments and for which actual outcomes may be different.

Our major tax jurisdictions are the U.S., Macao, and Singapore. In January 2013, the Internal Revenue Service completed
through the appeals process its examination of the Company’s U.S. tax returns for years 2005 through 2009. The Inland Revenue
Agency of Singapore is currently performing a compliance review of the Marina Bay Sands tax return for tax years 2010 and
2011. We are subject to examination for years after 2008 in Macao and Singapore and for tax years after 2009 in the U.S.

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial

Statements — Note 2 — Summary of Significant Accounting Policies.”

ITEM 7A. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency
exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our variable rate
long-term debt, which we attempt to manage through the use of interest rate cap agreements. We do not hold or issue financial
instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our
derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting.
Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

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

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt
obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates. Notional amounts
are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on
December 31, 2013, 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 years
ending December 31:

2014

2015

2016

2017

2018

Thereafter

Total

Fair
Value

(1)

(In millions)

LIABILITIES
Long-term debt
Fixed rate....................... $
Average interest rate(2)...
Variable rate .................. $ 371.8
Average interest rate(2)...
ASSETS
Cap Agreements(3) ......... $
_________________________

0.1

0.9
5.0%

1.9%

0.2
5.0%

— $
—%

1.1
5.0%

1.1

$ 1,565.3

$ 3,018.7

$ 1,239.4

$ 1,410.4

$ 2,137.5

$ 9,743.1

$ 9,719.5

1.9%

1.8%

1.9%

1.8%

3.3%

2.2%

— $

0.1

— $

0.2

(1) The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).
(2) Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable rate
indebtedness. Based on variable rate debt levels as of December 31, 2013, an assumed 100 basis point change in LIBOR,
HIBOR and SOR would cause our annual interest cost to change by approximately $86.3 million.

(3) As of December 31, 2013, we have 22 interest rate cap agreements with an aggregate fair value of $0.2 million based on

quoted market values from the institutions holding the agreements.

Borrowings under the 2013 U.S. Credit Facility, as amended, bear interest, at our election, at either an adjusted Eurodollar
rate or at an alternative base rate plus a credit spread. The revolving facility and term loan bear interest at the alternative base rate
plus 0.5% per annum and 1.5% per annum, respectively, or at the adjusted Eurodollar rate (term loan is subject to a Eurodollar
floor of 0.75%) plus 1.5% per annum and 2.5% per annum, respectively. Borrowings under the 2011 VML Credit Facility bear
interest at either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans) or HIBOR
(in the case of Hong Kong dollar and Macao pataca denominated loans), as applicable, plus a spread of 1.5% per annum to
2.25% per annum based on a specified consolidated leverage. Borrowings under the 2012 Singapore Credit Facility bear interest
at SOR plus a spread of 1.85% per annum. Borrowings under the airplane financings bear interest at LIBOR plus approximately
1.5% per annum.

Foreign currency transaction gains for the year ended December 31, 2013, were $4.2 million primarily due to U.S.
denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/pataca exchange rate. Based on balances as
of December 31, 2013, an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction
gain/loss of approximately $14.6 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” and “Item 8 — Financial Statements and Supplementary Data — Notes to

Consolidated Financial Statements — Note 8 — Long-Term Debt.”

ITEM 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Financial Statements:
Reports of Independent Registered Public Accounting Firms.............................................................................................
Consolidated Balance Sheets at December 31, 2013 and 2012 ...........................................................................................
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2013 ....................
Consolidated Statements of Comprehensive Income for each of the three years in the period ended
December 31, 2013 ...........................................................................................................................................................
Consolidated Statements of Equity for each of the three years in the period ended December 31, 2013 ...........................
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2013...................
Notes to Consolidated Financial Statements........................................................................................................................
Financial Statement Schedule:.............................................................................................................................................
Schedule II — Valuation and Qualifying Accounts.............................................................................................................

127

The financial information included in the financial statement schedule should be read in conjunction with the consolidated
financial statements. All other financial statement schedules have been omitted because they are not applicable or the required
information is included in the consolidated financial statements or the notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Las Vegas Sands Corp.

We have audited the accompanying consolidated balance sheet of Las Vegas Sands Corp. and subsidiaries (the "Company") as of
December 31, 2013, and the related consolidated statement of operations, comprehensive income, equity, and cash flows for the
year then ended. Our audit also included the 2013 financial information in the financial statement schedule listed in the Index at
Item 15(a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. The
consolidated financial statements of the Company for the years ended December 31, 2012 and 2011, before the effects of the
retrospective adjustments to the Condensed Consolidating Financial Information for a change in the composition of the Restricted
Subsidiaries discussed in Note 18 to the consolidated financial statements, were audited by other auditors whose report, dated
March 1, 2013, expressed an unqualified opinion on those statements. We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such 2013 consolidated financial statements present fairly, in all material respects, the financial position of Las
Vegas Sands Corp. and subsidiaries as of December 31, 2013, and the results of their operations and their cash flows for the year
then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion,
the 2013 information in the financial statement schedule, when considered in relation to the basic 2013 consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited the adjustments to Note 18 of the 2012 and 2011 consolidated financial statements to retrospectively adjust
the Condensed Consolidating Financial Information for a change in the composition of Restricted Subsidiaries in 2013, as discussed
in Note 18 to the consolidated financial statements. Our procedures included (1) comparing the previously reported consolidating
financial information to previously issued consolidating financial information in Note 18, (2) comparing the adjustments to the
consolidating financial information to the Company’s underlying analysis, and (3) testing the mathematical accuracy of the
underlying analysis and the recast consolidating financial information. In our opinion, such retrospective adjustments are
appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2012
and 2011 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do
not express an opinion or any form of assurance on the 2012 and 2011 consolidated financial statements taken as a whole. We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control
- Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 28, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada
February 28, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Las Vegas Sands Corp.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the "Company") as of
December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item
9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal
executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedule as of December 31, 2013 and for the year ended December 31,
2013 of the Company and our report dated February 28, 2014 expressed an unqualified opinion on those financial statements and
financial statement schedule.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada
February 28, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Shareholders of Las Vegas Sands Corp.

In our opinion, the consolidated balance sheet as of December 31, 2012 and the related consolidated statements of operations,
comprehensive income, of equity and cash flows for each of the two years in the period ended December 31, 2012, before the
effects of the adjustments to retrospectively reflect the change in the group of subsidiaries that are the Restricted Subsidiaries
described in Note 18, present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and its subsidiaries
(the “Company”) at December 31, 2012, and the results of their operations and their cash flows for each of the two years in the
period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America
(the 2012 financial statements before the effects of the adjustments discussed in Note 18 are not presented herein). In addition,
in our opinion, the financial statement schedule for each of the two years in the period ended December 31, 2012 presents fairly,
in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements
before the effects of the adjustments described above. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial
statement schedule based on our audits. We conducted our audits, before the effects of the adjustments described above, of these
statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the change in the group
of subsidiaries that are the Restricted Subsidiaries described in Note 18 and accordingly, we do not express an opinion or any other
form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were
audited by other auditors.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey
March 1, 2013

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,

2013

2012

(In thousands,
except share data)

Current assets:

ASSETS

3,600,414
Cash and cash equivalents ................................................................................................... $
6,839
Restricted cash and cash equivalents ...................................................................................
1,762,110
Accounts receivable, net ......................................................................................................
41,946
Inventories............................................................................................................................
—
Deferred income taxes, net ..................................................................................................
104,230
Prepaid expenses and other..................................................................................................
5,515,539
Total current assets......................................................................................................................
15,358,953
Property and equipment, net .......................................................................................................
185,964
Deferred financing costs, net ......................................................................................................
—
Restricted cash and cash equivalents ..........................................................................................
13,821
Deferred income taxes, net..........................................................................................................
1,428,819
Leasehold interests in land, net ...................................................................................................
102,081
Intangible assets, net ...................................................................................................................
Other assets, net ..........................................................................................................................
119,087
Total assets .................................................................................................................................. $ 22,724,264

2,512,766
4,521
1,819,260
43,875
2,299
94,793
4,477,514
15,766,748
214,465
1,938
43,280
1,458,741
70,618
130,348
$ 22,163,652

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable ................................................................................................................. $
Construction payables..........................................................................................................
Accrued interest payable......................................................................................................
Other accrued liabilities .......................................................................................................
Deferred income taxes .........................................................................................................
Income taxes payable...........................................................................................................
Current maturities of long-term debt ...................................................................................
Total current liabilities ................................................................................................................
Other long-term liabilities ...........................................................................................................
Deferred income taxes ................................................................................................................
Deferred proceeds from sale of The Shoppes at The Palazzo.....................................................
Deferred gain on sale of The Grand Canal Shoppes ...................................................................
Deferred rent from mall sale transactions ...................................................................................
Long-term debt............................................................................................................................
Total liabilities.............................................................................................................................
Commitments and contingencies (Note 13)
Equity:

119,194
241,560
6,551
2,194,866
13,309
176,678
377,507
3,129,665
112,195
173,211
268,541
40,416
116,955
9,382,752
13,223,735

106,498
343,372
15,542
1,895,483
—
164,126
97,802
2,622,823
133,936
185,945
267,956
43,880
118,435
10,132,265
13,505,240

Common stock, $0.001 par value, 1,000,000,000 shares authorized, 827,273,217 and
827
824,297,756 shares issued, and 818,702,936 and 824,297,756 shares outstanding .........
(570,520)
Treasury stock, at cost, 8,570,281 and zero shares..............................................................
6,348,065
Capital in excess of par value ..............................................................................................
173,783
Accumulated other comprehensive income .........................................................................
1,713,339
Retained earnings.................................................................................................................
7,665,494
Total Las Vegas Sands Corp. stockholders’ equity.....................................................................
1,835,035
Noncontrolling interests ..............................................................................................................
Total equity..................................................................................................................................
9,500,529
Total liabilities and equity........................................................................................................... $ 22,724,264

824
—
6,237,488
263,078
560,452
7,061,842
1,596,570
8,658,412
$ 22,163,652

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

2013

2012

2011

(In thousands, except share and per share data)

Revenues:

Casino ...................................................................................................... $ 11,386,917
1,380,681
Rooms ......................................................................................................
730,259
Food and beverage ...................................................................................
481,400
Mall ..........................................................................................................
515,179
Convention, retail and other.....................................................................
14,494,436
(724,551)
13,769,885

Less — promotional allowances .....................................................................
Net revenues.............................................................................................

9,008,158
1,154,024
628,528
396,927
497,032
11,684,669
(553,537)
11,131,132

Operating expenses:

Casino ......................................................................................................
Rooms ......................................................................................................
Food and beverage ...................................................................................
Mall ..........................................................................................................
Convention, retail and other.....................................................................
Provision for doubtful accounts ...............................................................
General and administrative ......................................................................
Corporate..................................................................................................
Pre-opening ..............................................................................................
Development ............................................................................................
Depreciation and amortization.................................................................
Amortization of leasehold interests in land .............................................
Impairment loss........................................................................................
Loss on disposal of assets ........................................................................

Operating income ............................................................................................
Other income (expense):

Interest income.........................................................................................
Interest expense, net of amounts capitalized............................................
Other income (expense) ...........................................................................
Loss on modification or early retirement of debt.....................................
Income before income taxes ...........................................................................
Income tax expense .........................................................................................
Net income ......................................................................................................
Net income attributable to noncontrolling interests ........................................
Net income attributable to Las Vegas Sands Corp..........................................
Preferred stock dividends................................................................................
Accretion to redemption value of preferred stock issued to Principal
Stockholder’s family ....................................................................................
Preferred stock inducement, repurchase and redemption premiums ..............
Net income attributable to common stockholders........................................... $
Earnings per share:

6,483,718
271,942
369,570
73,358
317,869
237,786
1,329,740
189,535
13,339
15,809
1,007,468
40,352
—
11,156
10,361,642
3,408,243

16,337
(271,211)
4,321
(14,178)
3,143,512
(188,836)
2,954,676
(648,679)
2,305,997
—

—
—
2,305,997

Basic......................................................................................................... $
Diluted...................................................................................................... $

2.80
2.79

Weighted average shares outstanding:

Basic.........................................................................................................
Diluted......................................................................................................
Dividends declared per common share ........................................................... $

822,282,515
826,316,108
1.40

5,128,036
237,303
331,210
68,763
304,263
239,332
1,061,935
207,030
143,795
19,958
892,046
40,165
143,674
2,240
8,819,750
2,311,382

23,252
(258,564)
5,740
(19,234)
2,062,576
(180,763)
1,881,813
(357,720)
1,524,093
—

—
—
1,524,093

1.89
1.85

806,395,660
824,556,036
3.75

$
$

7,437,002
1,000,035
598,823
325,123
501,351
9,862,334
(451,589)
9,410,745

4,007,887
210,052
307,446
59,183
338,109
150,456
836,924
185,694
65,825
11,309
794,404
43,366
—
10,203
7,020,858
2,389,887

14,394
(282,949)
(3,955)
(22,554)
2,094,823
(211,704)
1,883,119
(322,996)
1,560,123
(63,924)

(80,975)
(145,716)
1,269,508

1.74
1.56

728,343,428
811,816,687
—

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net income ...................................................................................................... $
Currency translation adjustment, net of reclassification adjustment and
before and after tax ......................................................................................
Total comprehensive income...........................................................................
Comprehensive income attributable to noncontrolling interests.....................
Comprehensive income attributable to Las Vegas Sands Corp....................... $

Year Ended December 31,

2013

2012

2011

2,954,676

(In thousands)
1,881,813
$

1,883,119

(89,976)
2,864,700
(647,998)
2,216,702

172,788
2,054,601
(361,534)
1,693,067

(32,793)
1,850,326
(325,618)
1,524,708

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Las Vegas Sands Corp. Stockholder’s Equity

Preferred
Stock

Common
Stock

Capital in
Excess of
Par
Value

Treasury
Stock

Accumulated
Other
Comprehensive
Income

(In thousands)

Retained
Earnings

Noncontrolling
Interests

Total

708

$ 5,444,705

— $

129,519

880,703

1,268,197

$7,931,188

Balance at January 1, 2011............ $ 207,356
—
Net income .......................................

Currency translation adjustment.......

Exercise of stock options..................

Stock-based compensation ...............

Issuance of restricted stock...............

—

Exercise of warrants .........................

(68,380)

—

(138,976)

Disposition of interest in majority
owned subsidiary...........................
Repurchase and redemption of
preferred stock...............................
Dividends declared, net of amounts
previously accrued.........................
Distributions to noncontrolling
interests..........................................
Accretion to redemption value of
preferred stock issued to Principal
Stockholder’s family .....................
Preferred stock inducement
premium.........................................
Balance at December 31, 2011.......
Net income .......................................

Currency translation adjustment, net
of reclassification adjustment........
Exercise of stock options..................

Stock-based compensation ...............

Issuance of restricted stock...............

Exercise of warrants .........................

Acquisition of remaining shares of
noncontrolling interest...................
Dividends declared ...........................

Distributions to noncontrolling
interests..........................................
Deemed distribution to Principal
Stockholder....................................
Balance at December 31, 2012.......
Net income .......................................

Currency translation adjustment.......

Exercise of stock options..................

Stock-based compensation ...............

Repurchase of common stock...........

Exercise of warrants .........................

Dividends declared ...........................

Distributions to noncontrolling
interests..........................................
Balance at December 31, 2013....... $

—

733

—

824

—

24,223

60,363

(1)

80,870

—

5,610,160

—

40,038

63,102

(1)

528,820

(4,631)

—

6,237,488

—

60,065

50,162

—

350

—

(570,520)

—

1,560,123

322,996

1,883,119

(35,415)

—

94,104

—

168,974

—

263,078

—

(128,845)

(68,443)

2,622

1,280

2,927

—

829

—

(32,793)

25,505

63,290

—

12,512

829

(267,821)

(68,443)

—

(10,388)

(80,975)

(16,871)

2,145,692

1,524,093

—

(80,975)

(16,871)

1,588,463

9,439,152

357,720

1,881,813

—

3,814

6,200

3,264

—

4,631

(3,090,757)

(357,056)

—

(10,466)

172,788

46,240

66,366

—

528,908

—

)

(3,447,81
3
(10,466)

(18,576)

560,452

—

(18,576)

1,596,570

8,658,412

—

2,305,997

648,679

2,954,676

—

(89,295)

—

(1,153,110)

(411,359)

—

(11,858)

(681)

(89,976)

9,528

4,156

—

69,596

54,318

(570,520)

350

)

(1,564,46
9
(11,858)

— $

827

$ 6,348,065

$ (570,520) $

173,783

$ 1,713,339

1,835,035

$9,500,529

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:
Net income ...................................................................................................... $
Adjustments to reconcile net income to net cash generated from operating
activities:

Depreciation and amortization.................................................................
Amortization of leasehold interests in land .............................................
Amortization of deferred financing costs and original issue discount.....
Amortization of deferred gain and rent....................................................
Non-cash change in deferred proceeds from sale of The Shoppes at
The Palazzo...........................................................................................
Loss on modification or early retirement of debt.....................................
Impairment and loss on disposal of assets ...............................................
Stock-based compensation expense.........................................................
Provision for doubtful accounts ...............................................................
Foreign exchange gain .............................................................................
Deferred income taxes .............................................................................
Changes in operating assets and liabilities:

Accounts receivable..........................................................................
Inventories ........................................................................................
Prepaid expenses and other...............................................................
Leasehold interests in land................................................................
Accounts payable..............................................................................
Accrued interest payable...................................................................
Income taxes payable........................................................................
Other accrued liabilities....................................................................
Net cash generated from operating activities ..................................................
Cash flows from investing activities:
Change in restricted cash and cash equivalents ..............................................
Capital expenditures........................................................................................
Proceeds from disposal of property and equipment........................................
Acquisition of intangible assets ......................................................................
Net cash used in investing activities ...............................................................
Cash flows from financing activities:
Proceeds from exercise of stock options.........................................................
Repurchase of common stock .........................................................................
Proceeds from exercise of warrants ................................................................
Dividends paid ................................................................................................
Distributions to noncontrolling interests.........................................................
Deemed distribution to Principal Stockholder ................................................
Proceeds from long-term debt (Note 8) ..........................................................
Repayments of long-term debt (Note 8) .........................................................
Repurchases and redemption of preferred stock .............................................
Payments of preferred stock inducement premium.........................................
Payments of deferred financing costs .............................................................
Net cash used in financing activities...............................................................
Effect of exchange rate on cash ......................................................................
Increase (decrease) in cash and cash equivalents............................................
Cash and cash equivalents at beginning of year..............................................
Cash and cash equivalents at end of year........................................................ $

Year Ended December 31,

2013

2012

2011

(In thousands)

2,954,676

1,881,813

1,883,119

1,007,468
40,352
56,792
(4,944)

1,376
3,255
11,156
53,377
237,786
(13,029)
(4,245)

(209,055)
1,113
(1,134)
(47,906)
13,777
(8,608)
18,911
328,294
4,439,412

(382)
(898,111)
32,155
(45,871)
(912,209)

69,596
(561,150)
350
(1,564,049)
(11,858)
—
3,183,107
(3,513,032)
—
—
(35,414)
(2,432,450)
(7,105)
1,087,648
2,512,766
3,600,414

892,046
40,165
50,476
(4,944)

1,732
16,313
145,914
65,428
239,332
(2,799)
5,188

(675,461)
(8,355)
(32,995)
(45,542)
788
(17,005)
47,309
458,354
3,057,757

693
(1,449,234)
2,909
—
(1,445,632)

46,240
—
528,908
(3,442,312)
(10,466)
(18,576)
4,351,486
(4,399,698)
—
—
(100,888)
(3,045,306)
43,229
(1,389,952)
3,902,718
2,512,766

794,404
43,366
47,188
(8,418)

1,513
19,595
10,203
62,714
150,456
(176)
90,927

(789,163)
(2,841)
13,354
(43,327)
(9,565)
(10,917)
111,920
298,144
2,662,496

804,394
(1,508,493)
6,093
(100)
(698,106)

25,505
—
12,512
(75,297)
(10,388)
—
3,201,535
(3,300,310)
(845,321)
(16,871)
(84,826)
(1,093,461)
(5,292)
865,637
3,037,081
3,902,718

Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized.................................. $
Cash payments for taxes, net of refunds ......................................................... $
Changes in construction payables ................................................................... $
Non-cash investing and financing activities:
Capitalized stock-based compensation costs .................................................. $
Change in dividends payable on unvested restricted stock and stock units
included in other accrued liabilities ............................................................. $
Property and equipment acquired under capital lease..................................... $
Repurchase of common stock included in other accrued liabilities................ $
Acquisition of remaining shares of noncontrolling interest............................ $
Disposition of interest in majority owned subsidiary ..................................... $
Accretion to redemption value of preferred stock issued to Principal
Stockholder’s family .................................................................................... $
Warrants exercised and settled through tendering of preferred stock............. $

Year Ended December 31,

2013

2012

2011

(In thousands)

$
208,242
173,276
$
(101,812) $

$
209,091
115,045
$
(16,537) $

246,783
(5,423)
(157,072)

941

938

576

—
—
—
—
829

5,501
10,109

$
$
— $
$
— $

4,631

420
2,761
9,370

$
$
$
— $
— $

— $
— $

80,975
68,380

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business of Company

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries, the “Company”) is incorporated in Nevada and its 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 direct or 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),
is traded on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares of SCL were not, and will not
be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under
the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Operations

Macao

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

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

The Company owns the Sands Cotai Central (located on parcels 5 and 6), an integrated resort situated across the street from
The Venetian Macao and Four Seasons Macao (which is further described below). In April 2012, the Company opened the first
hotel tower on parcel 5, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately
1,200 four-star rooms and suites under the Holiday Inn brand. The Company also opened more than 350,000 square feet of meeting
space; several food and beverage establishments; along with the 230,000-square-foot casino and VIP gaming areas, all of which
are operated by the Company. In September 2012, the Company opened the first hotel tower on parcel 6, consisting of approximately
1,800 rooms under the Sheraton brand and opened the second casino and additional retail, entertainment, dining and meeting
facilities, which are operated by the Company. In January 2013, the second hotel tower on parcel 6 opened, featuring approximately
2,100 rooms and suites under the Sheraton brand. The Company has begun construction on the remaining phase of the integrated
resort, which will include a fourth hotel and mixed-use tower, located on parcel 5, under the St. Regis brand. The total cost to
complete the remaining phase is expected to be approximately $700 million. Upon completion of the project, the integrated resort
will feature approximately 350,000 square feet of gaming space, approximately 800,000 square feet of retail, entertainment and
dining space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in 2014). As of December 31,
2013, the Company has capitalized costs of $4.15 billion for the entire project, including the land premium (net of amortization)
and $87.6 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 managed and operated by Four Seasons Hotels Inc. and is located adjacent and connected to The Venetian Macao.
Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons
Hotel Macao, the “Four Seasons Macao,” which is located on parcel 2), which features approximately 113,000 square feet of
gaming space; 19 Paiza mansions; retail space of approximately 260,000 square feet, which is connected to the mall at The Venetian
Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature
the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of
approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The
Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons
Apartments.

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 12 — Mall Sales”).

Pennsylvania

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

Development Projects

Macao

The Company submitted plans to the Macao government for The Parisian Macao (located on parcel 3), an integrated resort
that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao, which is currently expected to open
in late 2015, is intended to include a gaming area (to be operated under the Company’s gaming subconcession), hotel and shopping
mall. The Company expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion,
inclusive of payments made for the land premium. The Company has commenced construction activities and has capitalized costs
of $376.0 million, including the land premium (net of amortization), as of December 31, 2013. In addition, the Company will be
completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government.

Under the Company’s land concession for Sands Cotai Central, the Company is required to complete the development by
May 2014. The Company has applied for an extension from the Macao government to complete Sands Cotai Central, as the
Company will be unable to meet the May 2014 deadline. The land concession for The Parisian Macao contains a similar requirement,
which was extended by the Macao government in July 2012, that the development be completed by April 2016. Should the Company
determine that it is unable to complete The Parisian Macao by April 2016, the Company would then also expect to apply for another
extension from the Macao government. If the Company is unable to meet The Parisian Macao deadline and the deadlines for either
development are not extended, the Company could lose its land concessions for Sands Cotai Central or The Parisian Macao, 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 $4.15 billion or $376.0 million in capitalized construction costs and land
premiums (net of amortization), as of December 31, 2013, related to Sands Cotai Central and The Parisian Macao, respectively.

United States

The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the
Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project
due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company
intends to recommence construction when demand and conditions improve. As of December 31, 2013, the Company has capitalized
construction costs of $178.6 million for this project. The impact of the suspension on the estimated overall cost of the project is

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

currently not determinable with certainty. Should demand and conditions fail to improve or management decide to abandon the
project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of
December 31, 2013.

Other

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

Capital Financing Overview

Through December 31, 2013, 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 approximately $3.60 billion and restricted cash and cash
equivalents of $6.8 million as of December 31, 2013. 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, including evaluating strategic
alternatives related to the Company’s Pennsylvania operations. In December 2013, the Company entered into its $3.5 billion 2013
U.S. Credit Facility, which was primarily used to repay the outstanding indebtedness under the prior senior secured credit facility
(see “— Note 8 — Long-term Debt — Corporate and U.S. Related — 2013 U.S. Credit Facility”). The Company is currently in
the process of amending and restating its Macao credit facility, which will allow each lender holding term loans under the facility
to extend the maturity of its term loans to 2020 and will provide for new revolving loan commitments of $2.0 billion. The Company
will also have the option to raise incremental senior secured and unsecured debt under existing baskets within the amended credit
facility. The amendment, which is subject to approval of the lenders and certain Macao government approvals, is anticipated to
close during the first quarter of 2014 (see “— Note 8 — Long-term Debt — Macao Related — 2011 VML Credit Facility”).

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable
interest entities (“VIEs”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been
eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based
on accounting standards for VIEs issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates any
VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary
beneficiary, if any.

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

As of December 31, 2013 and 2012, the Company’s joint ventures had total assets of $103.9 million and $94.5 million,

respectively, and total liabilities of $125.4 million and $95.8 million, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America requires the Company 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 the Company and on various other assumptions that the
Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such
investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit
quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts receivable are comprised of casino, hotel and other receivables, which do not bear interest and are recorded at
cost. The Company extends credit to approved casino customers following background checks and investigations of
creditworthiness. The Company also extends credit to its junkets in Macao, which receivables can be offset against commissions
payable to the respective junkets. Business or economic conditions, the legal enforceability of gaming debts, or other significant
events in foreign countries could affect the collectability of receivables from customers and junkets residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the
Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical
write-off experience and current industry and economic data. Account balances are charged off against the allowance when the
Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of
credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is
possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories consist primarily of food, beverage and retail products, and operating supplies, which are stated at the lower of

cost or market. Cost is determined by the weighted average and specific identification methods.

Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation and amortization are provided on a straight-
line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements.................................................................................... 15 to 40 years
3 to 20 years
Furniture, fixtures and equipment...........................................................................................................................
3 to 10 years
Leasehold improvements ........................................................................................................................................
5 to 20 years
Transportation.........................................................................................................................................................

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations
such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations,
could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives
of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to
expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of
operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related
accounting standards. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or
fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers
or a discounted cash flow model.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever
indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and
liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities
(the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and
expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted
cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the
carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment
is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If
an asset is still under development, future cash flows include remaining construction costs.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

To estimate the undiscounted cash flows of the Company’s asset groups, the Company considers all potential cash flow
scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the
recoverability of the Company’s asset groups is judgmental in nature and requires the use of significant estimates and assumptions,
including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under
development, growth rates and future market conditions, among others. Future changes to the Company’s estimates and assumptions
based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result
in future changes to the recoverability of these asset groups.

For assets to be held for sale, the fixed assets (the “disposal group”) are measured at the lower of their carrying amount or
fair value less cost to sell. Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains
are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously
recognized. Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the
date of sale. Fixed assets are not depreciated while classified as held for sale.

During the years ended December 31, 2013 and 2011, no assets were impaired. During December 31, 2012, the Company
recognized an impairment loss of $143.7 million, primarily related to $100.7 million of capitalized construction costs related to
the Company’s former Cotai Strip development (referred to as parcels 7 and 8) and a $42.9 million impairment due to the termination
of ZAiA at The Venetian Macao.

Capitalized Interest and Internal Costs

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no
debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost
of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or
construction activity is suspended for more than a brief period. During the years ended December 31, 2013, 2012 and 2011, the
Company capitalized interest expense of $4.7 million, $49.3 million and $127.1 million, respectively.

During the years ended December 31, 2013, 2012 and 2011, the Company capitalized approximately $24.2 million, $20.3
million and $19.8 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly
involved with the development and construction of property.

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt

instruments using the effective interest method.

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold

interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.

Indefinite Useful Life Assets

Assets with indefinite useful lives are regularly assessed to ensure they continue to meet the indefinite useful life criteria.
These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events
or circumstances indicate that the assets might be impaired. When performing the impairment analysis, the Company first conducts
a qualitative assessment to determine whether it is “more-likely-than-not” that the asset is impaired. If, after assessing the qualitative
factors, it is determined that it is “more-likely-than-not” that the asset is impaired, the Company then performs an impairment test
that consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset is not
recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount
of the asset does not exceed the fair value, no impairment is recognized.

As of December 31, 2013, the Company had assets of $50.0 million and $16.5 million related to its Sands Bethlehem gaming
license and table games certificate, respectively, both of which were determined to have an indefinite useful life and have been
recorded within intangible assets in the accompanying consolidated balance sheets. For the years ended December 31, 2013 and
2012, the annual impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results
of the most recent fair value calculation, current year and projected operating results, and macro-economic and industry conditions.
The Company considered the qualitative factors and determined that it was not “more-likely-than-not” that the indefinite lived
intangible assets were impaired. For the year ended December 31, 2011, a quantitative analysis was performed and the fair value
of the Company’s gaming license and table games certificate was estimated using the Company’s expected adjusted property

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

EBITDA (as defined in “— Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a
terminal value using the Gordon Growth Model, which were discounted to present value at rates commensurate with the Company’s
capital structure and the prevailing borrowing rates within the casino industry in general. Adjusted property EBITDA and discounted
cash flows are common measures used to value cash-intensive businesses such as casinos. Determining the fair value of the gaming
license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including
adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.

Although the Company believes the qualitative factors considered in the impairment analysis are reasonable, significant
changes in any one of the assumptions could produce a different result. Future changes to the Company’s estimates and assumptions
based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the
fair value of the gaming license and table games certificate. No impairment charge related to these assets was recorded for the
years ended December 31, 2013, 2012 and 2011.

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets
to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross
casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria
are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred
income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon
cancellation by the customer. Mall revenue is primarily generated from base rents and overage rents received through long-term
leases with retail tenants. Base rent, adjusted for contractual escalations, is recognized on a straight-lined basis over the term of
the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized
by the Company until the thresholds are met. Convention revenues are recognized when the related service is rendered or the event
is held.

In accordance with industry practice, the retail value of rooms, food and beverage, and other services furnished to the
Company’s guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated retail
value of such promotional allowances is included in operating revenues as follows (in thousands):

Rooms.............................................................................................................. $
Food and beverage...........................................................................................
Convention, retail and other ............................................................................

Year Ended December 31,
2012
256,738
185,292
111,507
553,537

2013
366,353
222,195
136,003
724,551

2011
182,831
169,576
99,182
451,589

The estimated departmental cost of providing such promotional allowances, which is included primarily in casino operating

expenses, is as follows (in thousands):

Year Ended December 31,
2012

2011

2013

88,379
167,223
88,214
343,816

62,201
140,403
73,106
275,710

38,038
119,238
75,600
232,876

Gaming Taxes

The Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable
jurisdictional adjustments. These gaming taxes, including the goods and services tax in Singapore, are an assessment on the
Company’s gaming revenue and are recorded as a casino expense in the accompanying consolidated statements of operations.
These taxes were $4.54 billion, $3.53 billion and $2.72 billion for the years ended December 31, 2013, 2012 and 2011, respectively.

Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine
customers and table games patrons. Members earn points primarily based on gaming activity and such points can be redeemed for
81

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

cash, free play and other free goods and services. The Company accrues for club points expected to be redeemed for cash and free
play as a reduction to gaming revenue and accrues for club points expected to be redeemed for free goods and services primarily
as casino expense. The accruals are based on estimates and assumptions regarding the mix of cash, free play and other free goods
and services that will be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination
of the estimated accruals.

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with
accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the
opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s
evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred. Advertising costs included in the
accompanying consolidated statements of operations were $117.8 million, $97.8 million and $51.2 million for the years ended
December 31, 2013, 2012 and 2011, respectively.

Corporate Expenses

Corporate expense represents payroll, travel, professional fees and various other expenses not allocated or directly related

to the Company’s integrated resort operations and related ancillary operations.

Foreign Currency

The Company accounts for currency translation in accordance with accounting standards regarding foreign currency
translation. Gains or losses from foreign currency remeasurements are included in other income (expense). Balance sheet accounts
are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average
exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive
income.

Comprehensive Income and Accumulated Other Comprehensive Income

Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income.
The balance of accumulated other comprehensive income consisted solely of foreign currency translation adjustments. During the
year ended December 31, 2012, a $6.6 million gain related to the dissolution of a wholly owned foreign subsidiary was reclassified
from accumulated other comprehensive income and comprehensive income to net income. This amount is included in other income
(expense) in the accompanying consolidated statements of operations.

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:

Weighted average common shares outstanding (used in the calculation of
basic earnings per share) ..............................................................................
Potential dilution from stock options, warrants and restricted stock and
stock units.....................................................................................................
Weighted average common and common equivalent shares (used in the
calculation of diluted earnings per share).....................................................
Antidilutive stock options excluded from the calculation of diluted earnings
per share........................................................................................................

Year Ended December 31,
2012

2011

2013

822,282,515

806,395,660

728,343,428

4,033,593

18,160,376

83,473,259

826,316,108

824,556,036

811,816,687

4,455,109

4,700,981

5,493,706

Stock-Based Employee Compensation

The Company accounts for its stock-based employee compensation in accordance with accounting standards regarding share-
based payment, which establishes accounting for equity instruments exchanged for employee services. Stock-based compensation

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

cost is measured at the grant date, based on the calculated fair value of the award, and is recognized over the employee’s requisite
service period (generally the vesting period of the equity grant). The Company’s stock-based employee compensation plans are
more fully discussed in “— Note 14 — Stock-Based Employee Compensation.”

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which
it operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities
are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards.
Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation
allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the
need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-
not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and
cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with
operating loss and tax credit carryforwards not expiring, and tax planning strategies.

The Company recorded valuation allowances on the net deferred tax assets of certain foreign jurisdictions of $217.8 million
and $209.4 million, as of December 31, 2013 and 2012, respectively, and a valuation allowance on the deferred tax assets of our
U.S. operations of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively. Management will reassess the
realization of deferred tax assets based on the accounting standards for income taxes each reporting period and consider the
scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial
results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company
will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes.
During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting
standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions.
The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-
likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
The second step is to measure the tax benefit as the largest amount, which is more than 50% likely, based solely on the technical
merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions
and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Accounting for Derivative Instruments and Hedging Activities

Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as
a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use
of the derivative and, if used in hedging activities, on its effectiveness as a hedge.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings.
This policy enables the Company to use any combination of interest rate swaps, futures, options, caps and similar instruments. To
the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting,
they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose
the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and
must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in
the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.

Otherwise, gains and losses are recognized in comprehensive income or loss except to the extent that the financial instrument
is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense
in the period.

Recent Accounting Pronouncements

In July 2012, the FASB issued authoritative guidance that is intended to simplify testing indefinite lived intangible assets
other than goodwill for impairment. The revised standard allows companies to perform a qualitative assessment to determine
whether further impairment testing of indefinite lived intangible assets is necessary. An entity is not required to calculate the fair
value of an indefinite lived intangible asset and perform the quantitative impairment test unless the entity determines that it is

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

“more-likely-than-not” that the asset is impaired. The guidance is effective for interim and annual impairment tests performed for
fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance did not have a
material effect on the Company’s financial condition, results of operations or cash flows.

In February 2013, the FASB issued authoritative guidance on the reporting of reclassifications out of accumulated other
comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented
or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of
net income if the amount is reclassified to net income in its entirety in the same reporting period. The guidance is effective for
fiscal years beginning after December 15, 2012, with early adoption permitted. The adoption of this guidance did not have a
material effect on the Company’s financial condition, results of operations or cash flows.

In July 2013, the FASB issued authoritative guidance on the presentation of an unrecognized tax benefit when a loss or tax
credit carryforward exists. The guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or
tax credit carryforward that would apply in settlement of the uncertain tax positions. The Company adopted the guidance
prospectively effective for the fiscal year ended December 31, 2013. The adoption of this guidance did not have a material effect
of the Company’s financial condition, results of operations or cash flow. See “— Note 10 — Income Taxes” for a discussion
regarding unrecognized tax benefits.

Note 3 — Accounts Receivable, Net

Accounts receivable consists of the following (in thousands):

Casino.......................................................................................................................................... $
Mall .............................................................................................................................................
Rooms .........................................................................................................................................
Other............................................................................................................................................

Less — allowance for doubtful accounts ....................................................................................

Note 4 — Property and Equipment, Net

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

December 31,

2013
2,110,749
125,761
106,935
48,392
2,391,837
(629,727)
1,762,110

2012
2,060,478
121,213
81,723
47,528
2,310,942
(491,682)
1,819,260

December 31,

Land and improvements.............................................................................................................. $
Building and improvements ........................................................................................................
Furniture, fixtures, equipment and leasehold improvements ......................................................
Transportation .............................................................................................................................
Construction in progress .............................................................................................................

Less — accumulated depreciation and amortization ..................................................................

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

2013
553,561
15,226,566
2,849,502
439,976
1,150,349
20,219,954
(4,861,001)
$ 15,358,953

2012
515,538
14,414,026
2,557,071
411,671
1,824,531
19,722,837
(3,956,089)
$ 15,766,748

Four Seasons Macao (principally the Four Seasons Apartments)............................................... $
The Parisian Macao.....................................................................................................................
Sands Cotai Central.....................................................................................................................
Other............................................................................................................................................

December 31,

2013
394,404
318,914
111,704
325,327
1,150,349

2012
415,367
59,510
913,432
436,222
1,824,531

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The $325.3 million in other construction in progress 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," see “— Note 12 — Mall Sales — The Shoppes at The Palazzo”). Under
terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and
participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction
has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing
involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall sale transaction has
been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be
offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company.
The property and equipment legally sold to GGP totaling $239.3 million (net of $72.1 million of accumulated depreciation) as of
December 31, 2013, will continue to be recorded on the Company’s consolidated balance sheet and will continue to be depreciated
in the Company’s consolidated statement of operations.

The cost and accumulated depreciation of property and equipment that the Company is leasing to third parties, primarily as
part of its mall operations, was $1.04 billion and $203.3 million, respectively, as of December 31, 2013. The cost and accumulated
depreciation of property and equipment that the Company is leasing to these third parties was $1.01 billion and $154.2 million,
respectively, as of December 31, 2012.

The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease
arrangements was $41.0 million and $12.5 million, respectively, as of December 31, 2013. The cost and accumulated depreciation
of property and equipment that the Company is leasing under capital lease arrangements was $38.8 million and $8.8 million,
respectively, as of December 31, 2012.

During the year ended December 31, 2013, no assets were impaired. In May 2012, the Company withdrew its appeal regarding
the Company’s application not being approved by the Macao government for a land concession related to its Cotai Strip development
(formerly referred to as parcels 7 and 8) and recorded an impairment loss of $100.7 million during the year ended December 31,
2012, related to the capitalized construction costs of its development on parcels 7 and 8. The Company also recorded a one-time
impairment loss of $42.9 million related to the termination of the ZAiA show at The Venetian Macao during the year ended
December 31, 2012.

The Company suspended portions of its development projects. As described in “— Note 1 — Organization and Business of

Company,” the Company may be required to record an impairment charge related to these developments in the future.

Note 5 — Leasehold Interests in Land, Net

Leasehold interests in land consist of the following (in thousands):

Marina Bay Sands ....................................................................................................................... $
Sands Cotai Central.....................................................................................................................
The Venetian Macao....................................................................................................................
Four Seasons Macao ...................................................................................................................
The Parisian Macao.....................................................................................................................
Sands Macao ...............................................................................................................................

Less — accumulated amortization ..............................................................................................

December 31,

2013
1,083,249
236,588
176,536
87,620
74,102
27,795
1,685,890
(257,071)
1,428,819

2012
1,125,136
191,653
174,893
87,020
73,916
27,572
1,680,190
(221,449)
1,458,741

The Company amortizes the leasehold interests in land on a straight-line basis over the expected term of the lease. Amortization
expense of $40.4 million, $40.2 million and $43.4 million was included in amortization of leasehold interests in land expense for
the years ended December 31, 2013, 2012 and 2011, respectively. The estimated future amortization expense is approximately
$42.4 million for each of the next five years and $1.47 billion thereafter at exchange rates in effect on December 31, 2013.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in
accordance with Macao law. The Company has received land concessions from the Macao government to build on parcels 1, 2, 3
and 5 and 6; the sites on which The Venetian Macao (parcel 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels
5 and 6) are located and The Parisian Macao (parcel 3) is being constructed. The Company does not own these land sites in Macao;
however, the land concessions grant the Company exclusive use of the land. As specified in the land concessions, the Company
is required to pay premiums for each parcel, as well as annual rent for the term of the land concessions.

During the year ended December 31, 2013, the Company made payments of 355.3 million patacas (approximately $44.5

million at exchange rates in effect on December 31, 2013) as final payment of the land premium for Sands Cotai Central.

In addition to the land premium payments for the Macao leasehold interests in land, the Company is required to make annual
rent payments in the amounts and at the times specified in the land concessions. The rent amounts may be revised every five years
by the Macao government. As of December 31, 2013, the Company was obligated under its land concessions to make future rental
payments as follows (in thousands):

2014 .............................................................................................................................................................. $
2015 ..............................................................................................................................................................
2016 ..............................................................................................................................................................
2017 ..............................................................................................................................................................
2018 ..............................................................................................................................................................
Thereafter......................................................................................................................................................

3,453
4,227
5,283
5,283
5,283
75,972
99,501

Note 6 — Intangible Assets, Net

Intangible assets consist of the following (in thousands):

Sands Bethlehem gaming license and certificate ........................................................................ $
Marina Bay Sands gaming license ..............................................................................................
Less — accumulated amortization ..............................................................................................

Trademarks and other..................................................................................................................
Less — accumulated amortization ..............................................................................................

Total intangible assets, net .......................................................................................................... $

December 31,

2013

2012

66,500
44,942
(10,195)
34,747
1,141
(307)
834
102,081

66,500
30,710
(27,440)
3,270
1,139
(291)
848
70,618

In August 2007 and July 2010, the Company was issued a gaming license and certificate from the Pennsylvania Gaming
Control Board for its slots and table games operations at Sands Bethlehem, respectively, which were acquired for $50.0 million
and $16.5 million, respectively. The license and certificate were determined to have indefinite lives and therefore, are not subject
to amortization. In April 2013, the Company paid 57.0 million Singapore dollars ("SGD," approximately $44.9 million at exchange
rates in effect on December 31, 2013) to the Singapore Casino Regulatory Authority (the “CRA”) as part of the process to renew
its gaming license at Marina Bay Sands. This license is being amortized over its three-year term, which expires in April 2016, and
is renewable upon submitting an application, paying the applicable license fee and meeting the requirements as determined by the
CRA.

Amortization expense was $13.6 million, $10.0 million and $10.0 million for the years ended December 31, 2013, 2012 and
2011, respectively. The estimated future amortization expense is approximately $15.0 million for each of the next two years and
$4.8 million thereafter.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7 — Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

Outstanding gaming chips and tokens ........................................................................................ $
Taxes and licenses.......................................................................................................................
Customer deposits .......................................................................................................................
Payroll and related ......................................................................................................................
Other accruals .............................................................................................................................

Note 8 — Long-Term Debt

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

Corporate and U.S. Related:
2013 U.S. Credit Facility — Term B (net of original issue discount of $11,250)...................... $
2013 U.S. Credit Facility — Revolving......................................................................................
Senior Secured Credit Facility — Term B..................................................................................
Senior Secured Credit Facility — Delayed Draws I and II.........................................................
Senior Secured Credit Facility — Revolving .............................................................................
Airplane Financings ....................................................................................................................
HVAC Equipment Lease.............................................................................................................
Other............................................................................................................................................
Macao Related:
2011 VML Credit Facility...........................................................................................................
Other............................................................................................................................................
Singapore Related:
2012 Singapore Credit Facility — Term.....................................................................................
2012 Singapore Credit Facility — Revolving.............................................................................
Other............................................................................................................................................

Less — current maturities ...........................................................................................................
Total long-term debt.................................................................................................................... $

Corporate and U.S. Related Debt

Senior Secured Credit Facility

December 31,

2013
572,121
570,111
450,550
308,404
293,680
2,194,866

2012
534,323
428,300
388,355
264,142
280,363
1,895,483

December 31,

2013

2012

2,238,750
590,000
—
—
—
67,359
18,140
2,335

3,208,869
7,910

—
—
1,816,477
606,561
400,000
71,047
19,714
3,689

3,209,839
7,313

3,626,896
—
—
9,760,259
(377,507)
9,382,752

3,767,141
327,578
708
10,230,067
(97,802)
$ 10,132,265

In May 2007, the Company entered into a $5.0 billion senior secured credit facility (the “Senior Secured Credit Facility”),
which originally consisted of a $3.0 billion funded term B loan (the “Term B Facility”), a $600.0 million delayed draw term B
loan available for 12 months after closing (the “Delayed Draw I Facility”), a $400.0 million delayed draw term B loan available
for 18 months after closing (the “Delayed Draw II Facility”) and a $1.0 billion revolving credit facility, of which up to $100.0
million was available on a swingline basis (the “Revolving Facility”). In August 2010, the Senior Secured Credit Facility was
amended to, among other things, modify certain financial covenants, including increasing the maximum leverage ratio for the
quarterly periods through June 30, 2012.

In addition to the amendment, certain lenders elected to extend the maturity of $1.42 billion in aggregate principal amount
of the Term B Facility to November 2016 (the “Extended Term B Facility”), $284.5 million in aggregate principal amount of the
Delayed Draw I Facility to November 2016 (the “Extended Delayed Draw I Facility”), $207.9 million in aggregate principal
amount of the Delayed Draw II Facility to November 2015 (the “Extended Delayed Draw II Facility,” collectively the “Extended
Term Loans”) and to extend the availability of $532.5 million (after giving effect to the reductions described below) of the Revolving

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Facility to May 2014 (the “Extended Revolving Facility”). As part of the extension, the Company was required to pay down $1.0
billion in aggregate principal amount of the Extended Term Loans and the commitments under the Revolving Facility were reduced
from $1.0 billion to $750.0 million.

In addition to the pay down of $1.0 billion of the Extended Term Loans described above, the Company paid down $775.9
million under the Revolving Facility during the year ended December 31, 2010. The Company terminated the Revolving Facility
in December 2011 and recorded a $0.5 million loss on early retirement as a result. The Company paid down $400.0 million under
the Senior Secured Credit Facility during the year ended December 31, 2012, and recorded a $1.6 million loss on early retirement
of debt as a result.

Borrowings under the Senior Secured Credit Facility, as amended, bore interest, at the Company’s 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 was 0.5% per
annum and 0.75% per annum for the Revolving Facility and the term loans, respectively, and 1.25% per annum and 1.75% per
annum for the Extended Revolving Facility and the Extended Term Loans, respectively. For Eurodollar rate borrowings, the initial
credit spread was 1.5% per annum and 1.75% per annum for the Revolving Facility and the term loans, respectively, and 2.25% per
annum and 2.75% per annum for the Extended Revolving Facility and Extended Term Loans, respectively. These spreads would
be reduced if the Company’s “corporate rating” (as defined in the Senior Secured Credit Facility) increased to at least Ba2 by
Moody’s and at least BB by Standard & Poor’s Ratings Group (“S&P”), subject to certain additional conditions. The spread for
the Extended Revolving Facility would be further reduced if the Company’s “corporate rating” increased to at least Ba1 or higher
by Moody’s and at least BB+ or higher by S&P, subject to certain additional conditions. The weighted average interest rate for the
Senior Secured Credit Facility was 2.3% and 2.5% for the years ended December 31, 2013 and 2012, respectively.

The Company paid a commitment fee of 0.375% per annum on the undrawn amounts under the Extended Revolving Facility,
as well as a commitment fee equal to 0.75% per annum and 0.5% per annum on the undrawn amounts under the Delayed Draw I
and II Facilities, respectively.

In December 2013, borrowings under the new 2013 U.S. Credit Facility (as further described below) were used to repay the
outstanding balance on the Senior Secured Credit Facility. The Company recorded a $14.2 million loss on modification or early
retirement of debt during the year ended December 31, 2013.

2013 U.S. Credit Facility

In December 2013, the Company entered into a $3.5 billion senior secured credit facility (the “2013 U.S. Credit Facility”),
which consists of a $2.25 billion funded term B loan (the “2013 U.S. Term B Facility”) with an original issue discount of $11.3
million and a $1.25 billion revolving credit facility (the “2013 U.S. Revolving Facility”). As of December 31, 2013, the Company
had $655.5 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit.
Subsequent to year end, the Company borrowed $500.0 million under the 2013 U.S. Revolving Facility.

The 2013 U.S. Term B Facility matures on December 19, 2020, and is subject to quarterly amortization payments of $5.6
million, which begin on March 31, 2014, followed by a balloon payment of $2.10 billion due on December 19, 2020. The 2013
U.S. Revolving Facility has no interim amortization payments and matures on December 19, 2018.

The 2013 U.S. Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The
obligations under the 2013 U.S. Credit Facility and the guarantees of the Guarantors are collateralized by a first-priority security
interest in substantially all of Las Vegas Sands, LLC (“LVSLLC”) and the Guarantors’ assets, other than capital stock and similar
ownership interests, certain furniture, fixtures and equipment, and certain other excluded assets.

Borrowings under the 2013 U.S. Credit Facility bear interest, at the Company’s 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 (the interest rates were set at 3.3% and 1.7% for the 2013 U.S. Term B
Facility and 2013 U.S. Revolving Facility, respectively, as of December 31, 2013). The weighted average interest rate for the 2013
U.S Credit Facility was 2.9% during the period ended December 31, 2013.

The Company pays a commitment fee of 0.35% per annum on the undrawn amounts under the 2013 U.S. Revolving Facility,

which will be reduced if certain corporate ratings are achieved, subject to certain additional conditions.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The 2013 U.S. Credit Facility contains affirmative and negative covenants customary for such financings, including, but not
limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments and acquiring
and selling assets. The 2013 U.S. Credit Facility also requires the Guarantors to comply with financial covenants, including, but
not limited to, a maximum ratio of net debt outstanding to adjusted earnings before interest, income taxes, depreciation and
amortization, as defined (“Adjusted EBITDA”) to the extent there is an outstanding balance on the 2013 U.S. Revolving Facility
or certain letters of credit are outstanding. The maximum leverage ratio is 5.5x for all applicable quarterly periods through maturity.
The 2013 U.S. Credit Facility also contains conditions and events of default customary for such financings. As of December 31,
2013, approximately $4.96 billion of net assets of LVSLLC were restricted from being distributed under the terms of the 2013
U.S. Credit Facility.

Senior Notes

On February 10, 2005, LVSC sold in a private placement transaction $250.0 million in aggregate principal amount of its
6.375% senior notes due 2015 with an original issue discount of $2.3 million. In June 2005, the senior notes were exchanged for
substantially similar senior notes (the “Senior Notes”), which were registered under the federal securities laws. The Senior Notes
were set to mature on February 15, 2015. In March 2012, the Company redeemed the remaining balance of Senior Notes outstanding
for $191.7 million and recorded a $2.8 million loss on early retirement of debt during the year ended December 31, 2012.

Airplane Financings

In February 2007, the Company entered into promissory notes totaling $72.0 million to finance the purchase of one airplane
and to finance two others that the Company already owned. The notes consist of balloon payment promissory notes and amortizing
promissory notes, all of which have ten-year maturities and are collateralized by the related aircraft. The notes bear interest at
three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.5% per annum (set at 1.8% as of December 31, 2013). The
amortizing notes, totaling $28.8 million, are subject to quarterly amortization payments of $0.7 million, which began June 1, 2007.
The balloon notes, totaling $43.2 million, mature on March 1, 2017, and have no interim amortization payments. The weighted
average interest rate on the notes was 1.8% and 2.0% during the years ended December 31, 2013 and 2012, respectively.

In April 2007, the Company entered into promissory notes totaling $20.3 million to finance the purchase of an additional
airplane. The notes have ten-year maturities and consist of a balloon payment promissory note and an amortizing promissory note.
The notes bear interest at three-month LIBOR plus 1.25% per annum (set at 1.6% as of December 31, 2013). The $8.1 million
amortizing note is subject to quarterly amortization payments of $0.2 million, which began June 30, 2007. The $12.2 million
balloon note matures on March 31, 2017, and has no interim amortization payments. The weighted average interest rate on the
notes was 1.6% and 1.7% during the years ended December 31, 2013 and 2012, respectively.

HVAC Equipment Lease

In July 2009, the Company entered into a capital lease agreement with its current heating, ventilation and air conditioning
(“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment
in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. The
Company is obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic
decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease was capitalized at the
present value of the future minimum lease payments at lease inception.

Macao Related Debt

2011 VML Credit Facility

On September 22, 2011, two subsidiaries of the Company, VML US Finance LLC, the Borrower, and Venetian Macau Limited
("VML"), as guarantor, entered into a credit agreement (the “2011 VML Credit Facility”), providing for up to $3.7 billion (or
equivalent in Hong Kong dollars or Macao patacas), which consists of a $3.2 billion term loan (the “2011 VML Term Facility”)
that was fully drawn on November 15, 2011, and a $500.0 million revolving facility (the “2011 VML Revolving Facility”), none
of which was drawn as of December 31, 2013, that is available until October 15, 2016. Borrowings under the facility were used
to repay outstanding indebtedness under previous credit facilities (the "VML Credit Facility" and the "VOL Credit Facility") and
will be used for working capital requirements and general corporate purposes, including for the development, construction and
completion of certain components of Sands Cotai Central. The Company recorded a charge of $22.1 million for loss on modification
or early retirement of debt during the year ended December 31, 2011, as part of refinancing the VML and VOL Credit Facilities.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The indebtedness under the 2011 VML Credit Facility is guaranteed by VML, Venetian Cotai Limited, Venetian Orient
Limited and certain of the Company’s other foreign subsidiaries (collectively, the “2011 VML Guarantors”). The obligations under
the 2011 VML Credit Facility are collateralized by a first-priority security interest in substantially all of the Borrower’s and the
2011 VML Guarantors’ assets, other than (1) capital stock and similar ownership interests, (2) certain furniture, fixtures, fittings
and equipment and (3) certain other excluded assets.

The 2011 VML Term Facility will mature on November 15, 2016. Commencing with the quarterly period ending
December 31, 2014, and at the end of each subsequent quarter through September 30, 2015, the Borrower is required to repay the
outstanding 2011 VML Term Facility on a pro rata basis in an amount equal to 6.25% of the aggregate principal amount outstanding
as of November 15, 2011. Commencing with the quarterly period ending on December 31, 2015, and at the end of each subsequent
quarter through June 30, 2016, the Borrower is required to repay the outstanding 2011 VML Term Facility on a pro rata basis in
an amount equal to 10.0% of the aggregate principal amount outstanding as of November 15, 2011. The remaining balance on the
2011 VML Term Facility and any balance on the 2011 VML Revolving Facility are due on the maturity date. In addition, the
Borrower is required to further repay the outstanding 2011 VML Term Facility with a portion of its excess free cash flow (as
defined by the 2011 VML Credit Facility) after the end of each year, unless the Borrower is in compliance with a specified
consolidated leverage ratio (the “CLR”).

Borrowings under the 2011 VML Credit Facility bear interest at either the adjusted Eurodollar rate or an alternative base
rate (in the case of U.S. dollar denominated loans) or Hong Kong Inter-bank Offered Rate ("HIBOR," in the case of Hong Kong
dollar and Macao pataca denominated loans), as applicable, plus an initial spread of 2.25%. Beginning May 14, 2012, the spread
for all outstanding loans is subject to reduction based on the CLR (interest rates set at 1.7% for the U.S. dollar, Hong Kong dollar
and Macao pataca denominated loans as of December 31, 2013). The Borrower will also pay standby fees of 0.5% per annum on
the undrawn amounts under the 2011 VML Revolving Facility (which commenced September 30, 2011) and the 2011 VML Term
Facility (which commenced October 31, 2011). The weighted average interest rate on the 2011 VML Credit Facility was 1.8% and
2.1% for the years ended December 31, 2013 and 2012, respectively.

To meet the requirements of the 2011 VML Credit Facility, the Company entered into four interest rate cap agreements in
September 2012 with a combined notional amount of $1.3 billion, which expire in November 2014. During 2013, the Company
entered into two additional interest rate cap agreements with a combined notional amount of $300.0 million, which expire in
November 2014. The provisions of the interest rate cap agreement entitle the Company to receive from the counterparty the
amounts, if any, by which the selected market interest rate exceeds the strike rate (which range from 2.0% to 2.25%). These interest
rate cap agreements were in addition to the following interest rate cap agreements for the VML and VOL Credit Facilities. To meet
the requirements of the previous VML Credit Facility, the Company entered into an interest rate cap agreement in September 2009
with a notional amount of $1.59 billion, which expired in September 2012. The provisions of the interest rate cap agreement entitled
the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeded the strike
rate of 9.5%. To meet the requirements of the previous VOL Credit Facility, the Company entered into three interest rate cap
agreements in September 2010 with a combined notional amount of $375.0 million, which expired in September 2013. The
provisions of the interest rate cap agreement entitled the Company to receive from the counterparty the amounts, if any, by which
the selected market interest rate exceeded the strike rate of 3.5%. There was no net effect on interest expense as a result of these
interest rate cap agreements for the years ended December 31, 2013, 2012 and 2011.

The 2011 VML Credit Facility contains affirmative and negative covenants customary for such financings, including, but
not limited to, limitations on liens, loans and guarantees, investments, acquisitions and asset sales, restricted payments and other
distributions, affiliate transactions, certain capital expenditures and use of proceeds from the facility. The 2011 VML Credit Facility
also requires the Borrower and VML to comply with financial covenants, including maximum ratios of total indebtedness to
Adjusted EBITDA and minimum ratios of Adjusted EBITDA to net interest expense. The maximum leverage ratio is 4.0x for the
quarterly periods ending December 31, 2013 through December 31, 2014, decreases to 3.5x for the quarterly periods ending March
31 through December 31, 2015, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity.
The 2011 VML Credit Facility also contains events of default customary for such financings.

The Company is currently in the process of amending and restating its 2011 VML Credit Facility. The amendment will allow
each lender holding term loans under the 2011 VML Credit Facility to extend the maturity of its term loans to 2020 and will provide
for new revolving loan commitments of $2.0 billion. The Company will also have the option to raise incremental senior secured
and unsecured debt under existing baskets within the amended credit facility. Proceeds from the amended credit facility, together
with cash on hand, may be used to repay outstanding term loans that are not extended under the amended credit facility and fund
ongoing development projects pursuant to the terms of the amended credit facility and general corporate operations. The amendment,
which is subject to approval of the lenders and certain Macao government approvals, is anticipated to close during the first quarter
of 2014. In conjunction with the amendment, the Company anticipates recording a loss on modification or extinguishment of debt.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Ferry Financing

In January 2008, in order to finance the purchase of ten ferries, the Company entered into a 1.21 billion Hong Kong dollar
(“HKD,” approximately $155.9 million at exchange rates in effect on December 31, 2013) secured credit facility (the "Ferry
Financing"), which was available for borrowing for up to 18 months after closing. The proceeds from the secured credit facility
were used to reimburse the Company for cash spent to date on the progress payments made on the ferries and to finance the
completion of the remaining ferries. The facility was collateralized by the ferries and guaranteed by VML.

In July 2008, the Company exercised the accordion option on the secured credit facility agreement that financed the
Company’s original ten ferries and executed a supplement to the secured credit facility agreement. The supplement increased the
secured credit facility by an additional HKD 561.6 million (approximately $72.4 million at exchange rates in effect on December 31,
2013). The proceeds from this supplemental facility were used to reimburse the Company for cash spent to date on the progress
payments made on four additional ferries and to finance the remaining progress payments on those ferries. The supplemental
facility was collateralized by the additional ferries and guaranteed by VML.

The facility, as amended on August 20, 2009, was set to mature in December 2015 and was subject to 26 quarterly payments
of HKD 68.1 million (approximately $8.8 million at exchange rates in effect on December 31, 2013), which commenced in October
2009.

As part of the amendment, the credit spread increased by 50 basis points to 2.5% per annum for borrowings made in Hong
Kong Dollars and accrued interest at HIBOR, or 2.5% per annum for borrowings made in U.S. Dollars and accrued interest at
LIBOR. The weighted average interest rate for the facility was 2.9% for the year ended December 31, 2012.

The Company repaid the $131.6 million outstanding balance under the Ferry Financing and recorded a $1.7 million loss on

early retirement of debt during the year ended December 31, 2012.

Singapore Related Debt

2012 Singapore Credit Facility

In June 2012, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a SGD 5.1 billion
(approximately $4.02 billion at exchange rates in effect on December 31, 2013) credit agreement (the "2012 Singapore Credit
Facility"), providing for a fully funded SGD 4.6 billion (approximately $3.63 billion at exchange rates in effect on December 31,
2013) term loan (the “2012 Singapore Term Facility”) and a SGD 500.0 million (approximately $394.2 million at exchange rates
in effect on December 31, 2013) revolving facility (the “2012 Singapore Revolving Facility”) that is available until November 25,
2017, which includes a SGD 100.0 million (approximately $78.8 million at exchange rates in effect on December 31, 2013) ancillary
facility (the “2012 Singapore Ancillary Facility”). Borrowings under the 2012 Singapore Credit Facility were used to repay the
outstanding balance under the previous Singapore credit facility. The Company recorded a $13.1 million loss on modification or
early retirement of debt during the year ended December 31, 2012, as part of the refinancing of the facility. As of December 31,
2013, the Company had SGD 492.9 million (approximately $388.7 million at exchange rates in effect on December 31, 2013)
available for borrowing, net of outstanding letters of credit.

The indebtedness under the 2012 Singapore Credit Facility is collateralized by a first-priority security interest in substantially
all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment and certain
other excluded assets.

The 2012 Singapore Term Facility matures on June 25, 2018, with MBS required to repay or prepay the 2012 Singapore
Credit Facility under certain circumstances. Commencing with the quarterly period ending September 30, 2014, and at the end of
each quarter thereafter, MBS is required to repay the outstanding 2012 Singapore Term Facility in an amount increasing from 2.0%
(September 30, 2014) to 8.0% (March 31, 2017 to March 31, 2018) of the aggregate principal amount outstanding of SGD 4.6
billion (approximately $3.63 billion at exchange rates in effect on December 31, 2013). The remaining balance on the 2012
Singapore Term Facility is due on the maturity date. The 2012 Singapore Revolving Facility matures on December 25, 2017, and
has no interim amortization payments.

Borrowings under the 2012 Singapore Credit Facility bear interest at the Singapore Swap Offered Rate ("SOR") plus a spread
of 1.85%. Beginning December 23, 2012, the spread for all outstanding loans is subject to reduction based on a ratio of debt to
Adjusted EBITDA (interest rate set at approximately 1.8% as of December 31, 2013). MBS pays a standby commitment fee of
35% to 40% of the spread per annum on all undrawn amounts under the 2012 Singapore Revolving Facility. The weighted average

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

interest rate for the 2012 Singapore Credit Facility was 1.9% and 2.1% for the years ended December 31, 2013 and 2012,
respectively.

In connection with the 2012 Singapore Credit Facility, the Company entered into an interest rate cap agreement in 2013,
with a notional amount of SGD 100.0 million (approximately $78.8 million at exchange rates in effect on December 31, 2013),
which has a three-year term and expires May 2016. The provisions of the interest rate cap agreement entitle the Company to receive
from the counterparties the amounts, if any, by which the selected market interest rate exceeds the strike rate of 3.5% as stated in
such agreement. This interest rate cap agreement was in addition to the following interest rate cap agreements entered into for the
previous Singapore credit facility. To meet the requirements of the previous Singapore credit facility, the Company entered into
nine interest rate cap agreements in 2008, with a combined notional amount of SGD 1.41 billion (approximately $1.1 billion at
exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between June and December 2011.
The maturity date of one of the interest rate cap agreements, with a notional amount of SGD 50.0 million (approximately $39.4
million at exchange rates in effect on December 31, 2013), was extended until August 2013. During 2009, the Company entered
into 14 additional interest rate cap agreements, with a combined notional amount of SGD 850.0 million (approximately $670.2
million at exchange rates in effect on December 31, 2013), all of which had three-year terms and expired between March and
December 2012. During 2010, the Company entered into seven additional interest rate cap agreements, with a combined notional
amount of SGD 365.0 million (approximately $287.8 million at exchange rates in effect on December 31, 2013), all of which had
three-year terms and expired between January and June 2013. During 2011, the Company entered into 12 additional interest rate
cap agreements, with a combined notional amount of SGD 1.15 billion (approximately $906.7 million at exchange rates in effect
on December 31, 2013), all of which have three-year terms and expire between May and August 2014. During 2012, the Company
entered into three additional interest rate cap agreements, with a combined notional amount of SGD 200.0 million (approximately
$157.7 million at exchange rates in effect on December 31, 2013), all of which have three-year terms and expire between April
and May 2015. The provisions of the interest rate cap agreements entitle the Company to receive from the counterparties the
amounts, if any, by which the selected market interest rates exceed the strike rate (which range from 3.0% to 4.5%) as stated in
such agreements. There was no net effect on interest expense as a result of these interest rate cap agreements for the years ended
December 31, 2013, 2012 and 2011.

The 2012 Singapore Credit Facility contains affirmative and negative covenants customary for such financings, including,
but not limited to, limitations on liens, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted
payments, affiliate transactions and use of proceeds from the facilities. The 2012 Singapore Credit Facility also requires MBS to
comply with financial covenants, including maximum ratios of total indebtedness to Adjusted EBITDA, minimum ratios of Adjusted
EBITDA to interest expense and a positive net worth requirement. The maximum leverage ratio is 3.5x for the quarterly periods
ending December 31, 2013 through December 31, 2014, and then decreases to, and remains at, 3.0x for all quarterly periods
thereafter through maturity.The 2012 Singapore Credit Facility also contains events of default customary for such financings.

Cash Flows from Financing Activities

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

Proceeds from 2013 U.S. Credit Facility......................................................... $
Proceeds from Senior Secured Credit Facility ................................................
Proceeds from 2012 Singapore Credit Facility ...............................................
Proceeds from 2011 VML Credit Facility.......................................................

Repayments on Senior Secured Credit Facility............................................... $
Repayments on 2012 Singapore Credit Facility..............................................
Repayments on Singapore Credit Facility.......................................................
Repayments on VML Credit Facility ..............................................................
Repayments on VOL Credit Facility...............................................................
Redemption or repurchase and cancellation of Senior Notes..........................
Repayments on Airplane Financings...............................................................
Repayments on Ferry Financing......................................................................
Repayments on HVAC Equipment Lease and Other Long-Term Debt...........

Year Ended December 31,
2012

2013
2,828,750
250,000
104,357
—
3,183,107

(3,073,038) $
(430,504)
—
—
—
—
(3,688)
—
(5,802)
(3,513,032) $

— $

400,000
3,951,486
—
4,351,486

(425,555) $

—
(3,635,676)
—
—
(189,712)
(3,688)
(140,337)
(4,730)
(4,399,698) $

2011

—
—
—
3,201,535
3,201,535

(28,937)
—
(418,564)
(2,060,819)
(749,660)
—
(3,688)
(35,002)
(3,640)
(3,300,310)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Scheduled Maturities of Capital Lease Obligations and Long-Term Debt

Maturities of capital lease obligations and long-term debt outstanding as of December 31, 2013, are summarized as follows

(in thousands):

2014........................................................................................................................................... $
2015...........................................................................................................................................
2016...........................................................................................................................................
2017...........................................................................................................................................
2018...........................................................................................................................................
Thereafter ..................................................................................................................................

Less — amount representing interest........................................................................................
Total........................................................................................................................................... $

Capital
Lease Obligations
6,418
5,182
4,824
3,449
2,357
11,561
33,791
(6,468)
27,323

Long-term
Debt
372,727
1,565,461
3,018,677
1,239,404
1,410,417
2,137,500
9,744,186
—
9,744,186

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of December 31, 2013 and 2012, was approximately $9.72
billion and $10.12 billion, respectively, compared to its carrying value of $9.74 billion and $10.20 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 9 — Equity

Preferred Stock and Warrants

In November 2008, the Company issued 10,446,300 shares of its 10% Series A Cumulative Perpetual Preferred Stock (the
“Preferred Stock”) and warrants to purchase up to an aggregate of approximately 174,105,348 shares of common stock at an
exercise price of $6.00 per share and an expiration date of November 16, 2013 (the “Warrants”). Units consisting of one share of
Preferred Stock and one Warrant to purchase 16.6667 shares of common stock were sold for $100 per unit. As described further
below, the outstanding Preferred Stock was redeemed in whole by the Company on November 15, 2011, at a redemption price of
$110 per share. Holders of the Preferred Stock had no rights to exchange or convert such shares into any other securities.

Preferred Stock Issued to Public

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,196,300 shares to the public together with Warrants
to purchase up to an aggregate of approximately 86,605,173 shares of its common stock and received gross proceeds of $519.6
million ($503.6 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date
of issuance (based on their relative fair values) were $298.1 million and $221.5 million, respectively.

During the year ended December 31, 2013, the remaining 3,500 Warrants were exercised to purchase an aggregate of 64,562
shares of the Company’s common stock at $6.00 per share and $0.3 million in cash was received as settlement of the Warrant
exercise price.

During the year ended December 31, 2012, 39,070 Warrants were exercised to purchase an aggregate of 655,496 shares of
the Company’s common stock at $6.00 per share and $3.9 million in cash was received as settlement of the Warrant exercise price.

During the year ended December 31, 2011, holders of Preferred Stock exercised 1,317,220 Warrants to purchase an aggregate
of 21,953,704 shares of the Company’s common stock at $6.00 per share and tendered 1,192,100 shares of Preferred Stock and
$12.5 million in cash as settlement of the Warrant exercise price. In conjunction with certain of these transactions, the Company
paid $16.9 million in premiums to induce the exercise of Warrants with settlement through tendering Preferred Stock. During the
year ended December 31, 2011, the Company also repurchased and retired 736,629 shares of Preferred Stock for $82.3 million.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Preferred Stock Issued to Principal Stockholder’s Family

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,250,000 shares to the Principal Stockholder’s
family together with Warrants to purchase up to an aggregate of approximately 87,500,175 shares of its common stock and received
gross proceeds of $525.0 million ($523.7 million, net of transaction costs). The allocated carrying values of the Preferred Stock
and Warrants on the date of issuance (based on their relative fair values) were $301.1 million and $223.9 million, respectively.
The Preferred Stock amount had been recorded as mezzanine equity as the Principal Stockholder and his family have a greater
than 50% ownership of the Company and therefore had the ability to require the Company to redeem their Preferred Stock beginning
November 15, 2011.

As the Preferred Stock issued to the Principal Stockholder’s family was being accounted for as redeemable at the option of
the holder, the balance was accreted to the redemption value of $577.5 million over three years. Due to the redemption of the
Preferred Stock on November 15, 2011, there were no accumulated or undeclared dividends as of December 31, 2011.

A summary of the Company’s Preferred Stock issued its Principal Stockholder’s family for the year ended December 31,

2011, is presented below (in thousands, except number of shares):

Balance as of January 1, 2011.....................................................................................................
Accretion to redemption value ....................................................................................................
Dividends declared, net of amounts previously accrued.............................................................
Dividends paid ............................................................................................................................
Redemption of preferred stock....................................................................................................
Balance as of December 31, 2011...............................................................................................

Number
of Shares
5,250,000
—
—
—
(5,250,000)

— $

Amount

503,379
80,975
45,646
(52,500)
(577,500)
—

On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding Warrants to purchase 87,500,175
shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the Warrant exercise
price.

Preferred Stock Dividends

On February 15, May 16, August 15 and November 15, 2011, the Company paid a dividend of $2.50 per preferred share,

totaling $75.3 million (of which $52.5 million was paid to the Principal Stockholder’s family).

Redemption of Preferred Stock

In August 2011, the Company’s Board of Directors approved the redemption of all outstanding Preferred Stock and on
November 15, 2011, the Company paid $763.0 million to redeem all of the Preferred Stock outstanding and recorded a redemption
premium of $88.8 million during the year ended December 31, 2011.

Common Stock

Dividends

On March 29, June 28, September 27 and December 31, 2013, the Company paid a dividend of $0.35 per common share as
part of a regular cash dividend program. During the year ended December 31, 2013, the Company recorded $1.15 billion as a
distribution against retained earnings (of which $604.2 million related to the Principal Stockholder’s family and the remaining
$548.9 million related to all other shareholders).

On March 30, June 29, September 28 and December 28, 2012, the Company paid a dividend of $0.25 per common share as
part of a regular cash dividend program. On December 18, 2012, the Company paid a special cash dividend of $2.75 per common
share. During the year ended December 31, 2012, the Company recorded $3.09 billion as a distribution against retained earnings
(of which $1.62 billion related to the Principal Stockholder’s family and the remaining $1.47 billion related to all other shareholders).

On January 28, 2014, as part of a regular cash dividend program, the Company’s Board of Directors declared a quarterly
dividend of $0.50 per common share (a total estimated to be approximately $406 million) to be paid on March 31, 2014, to
shareholders of record on March 21, 2014.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Repurchase Program

In June 2013, the Company’s Board of Directors approved a share repurchase program, which expires in June 2015, with
an initial authorization of $2.0 billion. Repurchases of the Company’s common stock are made at the Company’s discretion in
accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be
repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal
requirements, other investment opportunities and market conditions. During the year ended December 31, 2013, the Company
repurchased 8,570,281 shares of its common stock for $570.5 million (including commissions) under this program. Subsequent
to year end through February 28, 2014, the Company repurchased 8,224,255 shares of its common stock for $663.8 million
(including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury
shares.

Rollfoward of Shares of Common Stock and Preferred Stock Issued to Public

A summary of the outstanding shares of common stock and preferred stock issued to the public is as follows:

Balance as of January 1, 2011............................................................................................
Exercise of stock options ....................................................................................................
Issuance of restricted stock .................................................................................................
Forfeiture of unvested restricted stock................................................................................
Exercise of warrants............................................................................................................
Repurchases and redemption of preferred stock .................................................................
Balance as of December 31, 2011.......................................................................................
Exercise of stock options ....................................................................................................
Issuance of restricted stock .................................................................................................
Forfeiture of unvested restricted stock................................................................................
Exercise of warrants............................................................................................................
Balance as of December 31, 2012.......................................................................................
Exercise of stock options ....................................................................................................
Issuance of restricted stock .................................................................................................
Forfeiture of unvested restricted stock................................................................................
Repurchase of common stock .............................................................................................
Exercise of warrants............................................................................................................
Balance as of December 31, 2013.......................................................................................

Preferred
Stock
3,614,923
—
—
—
(1,192,100)
(2,422,823)
—
—
—
—
—
—
—
—
—
—
—
—

Common
Stock

707,507,982
2,549,131
1,250,381
(11,500)
21,953,704
—
733,249,698
2,387,831
516,556
(12,000)
88,155,671
824,297,756
2,777,127
146,848
(13,076)
(8,570,281)
64,562
818,702,936

Other Equity Transactions

In July 2012, the Company purchased a Boeing 747 airplane from an entity controlled by the Principal Stockholder for $34.0
million, based on independent third party appraisals. In accordance with accounting standards regarding transactions between
entities under common control, the Company recorded the cost of the airplane at the Principal Stockholder’s book value at the
date of the transaction, which was $15.4 million. The $18.6 million difference between the amount paid and the book value of the
airplane (a gain to the Principal Stockholder) was recorded as a deemed distribution to the Principal Stockholder during the year
ended December 31, 2012.

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

Noncontrolling Interests

SCL

On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 and HKD 0.66 per share, respectively (a total of $1.38

billion), to SCL shareholders (of which the Company retained $970.2 million).

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

On February 28 and June 22, 2012, SCL paid a dividend of HKD 0.58 per share (a total of $1.20 billion), to SCL shareholders

(of which the Company retained $844.4 million).

On January 24, 2014, the Board of Directors of SCL declared a dividend of HKD 0.87 per share and a special dividend of
HKD 0.77 per share (a total of $1.71 billion, of which the Company retained $1.20 billion) to SCL shareholders of record on
February 14, 2014, which was paid on February 26, 2014.

Other

In June 2011, the Company disposed of its interest in one of its majority owned subsidiaries, resulting in a loss of $3.7
million, which is included in loss on disposal of assets during the year ended December 31, 2011. In addition, during the years
ended December 31, 2013, 2012 and 2011, the Company distributed $11.9 million, $10.5 million and $10.4 million, respectively,
to certain of its noncontrolling interests.

Note 10 — Income Taxes

Consolidated income before taxes and noncontrolling interests for domestic and foreign operations is as follows (in

thousands):

Foreign............................................................................................................. $
Domestic..........................................................................................................
Total income before income taxes................................................................... $

The components of the income tax expense are as follows (in thousands):

2013
3,109,982
33,530
3,143,512

Year Ended December 31,
2012
2,089,243
(26,667)
2,062,576

2011
2,149,538
(54,715)
2,094,823

Foreign:
Current............................................................................................................. $
Deferred...........................................................................................................
Federal:
Current.............................................................................................................
Deferred...........................................................................................................
State:
Current.............................................................................................................
Deferred...........................................................................................................
Total income tax expense ................................................................................ $

Year Ended December 31,
2012

2011

2013

195,154
(6,318)

163,199
17,848

120,502
91,706

(2,073)
2,073

12,379
(12,660)

232
(779)

—
—
188,836

(3)
—
180,763

43
—
211,704

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

Statutory federal income tax rate.....................................................................
Increase (decrease) in tax rate resulting from:
Foreign and U.S. tax rate differential ..............................................................
U.S. foreign tax credits....................................................................................
Repatriation of foreign earnings......................................................................
Tax exempt income of foreign subsidiary (Macao).........................................
Change in valuation allowance........................................................................
Change in uncertain tax positions....................................................................
Other, net .........................................................................................................
Effective tax rate..............................................................................................

Year Ended December 31,
2012

2011

2013

35.0 %

(21.1)%
(19.0)%
14.6 %
(9.6)%
6.0 %
— %
0.1 %
6.0 %

(20.8)%
(162.1)%
110.5 %
(10.0)%
54.3 %
0.7 %
1.2 %
8.8 %

(21.0)%
(4.0)%
2.4 %
(7.6)%
2.7 %
0.1 %
2.5 %
10.1 %

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2018. Had the Company not received the income tax exemption in Macao, consolidated net income attributable to Las Vegas Sands
Corp. would have been reduced by $207.7 million, $139.8 million and $108.6 million, and diluted earnings per share would have
been reduced by $0.25, $0.17 and $0.13 per share for the years ended December 31, 2013, 2012 and 2011, respectively. In
February 2011, the Company entered into an agreement with the Macao government, effective through the end of 2013 that provides
for an annual payment of 14.4 million patacas (approximately $1.8 million at exchange rates in effect on December 31, 2013) that
is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.
The Company has requested an additional agreement with the Macao government through 2018 to correspond to the income tax
exemption for gaming operations; however, there is no assurance that the Company will receive the agreement. In September 2013,
the Company and the Internal Revenue Service ("IRS") entered into a Pre-Filing Agreement providing that the Macao special
gaming tax (35% of gross gaming revenue) qualifies as a tax paid in lieu of an income tax and could be claimed as a U.S. foreign
tax credit.

The primary tax affected components of the Company’s net deferred tax liabilities are as follows (in thousands):

Deferred tax assets:
U.S. foreign tax credit carryforwards.......................................................................................... $
Net operating loss carryforwards ................................................................................................
Stock-based compensation ..........................................................................................................
Pre-opening expenses..................................................................................................................
Accrued expenses........................................................................................................................
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo ........
Allowance for doubtful accounts ................................................................................................
State deferred items.....................................................................................................................
Other tax credit carryforwards ....................................................................................................
Other............................................................................................................................................

Less — valuation allowances......................................................................................................
Total deferred tax assets..............................................................................................................
Deferred tax liabilities:
Property and equipment ..............................................................................................................
Prepaid expenses .........................................................................................................................
Other............................................................................................................................................
Total deferred tax liabilities ........................................................................................................
Deferred tax liabilities, net.......................................................................................................... $

December 31,

2013

2012

1,280,121
245,652
46,952
39,409
36,746
33,008
26,392
14,109
181
6,362
1,728,932
(1,519,268)
209,664

1,199,794
193,638
47,197
49,103
24,868
34,534
25,156
13,976
4,313
5,456
1,598,035
(1,390,900)
207,135

(338,284)
(8,966)
(35,113)
(382,363)
(172,699) $

(323,674)
(556)
(23,271)
(347,501)
(140,366)

The Company recognizes tax benefits associated with stock-based compensation directly to stockholders’ equity only when
realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards or credit carryforwards resulting
from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a
share-based award exceeds the cumulative book compensation charge associated with the award. As of December 31, 2013 and
2012, the Company has windfall tax benefits of $273.1 million and $171.5 million, respectively, which are not reflected in deferred
tax assets. The Company uses a with-and-without approach to determine if the excess tax deductions associated with compensation
costs have reduced income taxes payable.

During the year ended December 31, 2013, certain wholly owned foreign subsidiaries paid dividends resulting in incremental
U.S. taxable income. The receipt of the dividends did not result in a cash tax liability for the Company as the incremental U.S.
taxable income was fully offset by the utilization of the U.S. foreign tax credits generated as a result of the dividends. In addition,
the dividends generated excess U.S. foreign tax credits that will be available to be carried forward to tax years beyond 2013. The
Company’s U.S. foreign tax credits were $1.42 billion and $1.20 billion as of December 31, 2013 and 2012, respectively, which
will begin to expire in 2021. The Company’s state net operating loss carryforwards were $242.1 million and $220.7 million as of
December 31, 2013 and 2012, respectively, which will begin to expire in 2024. The Company’s U.S. general business credits were
$0.2 million and $4.3 million as of December 31, 2013 and 2012, respectively, which will begin to expire in 2024. There was a
valuation allowance of $1.30 billion and $1.18 billion as of December 31, 2013 and 2012, respectively, provided on the net U.S.
deferred tax assets, as the Company believes these assets do not meet the “more-likely-than-not” criteria for recognition. Net
operating loss carryforwards for the Company’s foreign subsidiaries were $1.99 billion and $1.56 billion as of December 31, 2013
and 2012, respectively, which begin to expire in 2014. There are valuation allowances of $217.8 million and $209.4 million, as of

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2013 and 2012, respectively, provided on the net deferred tax assets of certain foreign jurisdictions, as the Company
believes these assets do not meet the “more-likely-than-not” criteria for recognition.

Undistributed earnings of subsidiaries are accounted for as a temporary difference, except that deferred tax liabilities are not
recorded for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions.
The Company has a plan for reinvestment of the undistributed earnings of its foreign subsidiaries attributable to periods before
January 1, 2013, which demonstrates such earnings will be indefinitely reinvested in the applicable jurisdictions. The Company
does not consider current year's tax earnings and profits of certain of its 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. As of December 31, 2013
and 2012, the amount of earnings and profits of foreign subsidiaries that the Company does not intend to repatriate was $5.94
billion and $4.27 billion, respectively. Should these earnings be distributed in the form of dividends or otherwise, the Company
expects there will be sufficient creditable foreign taxes to offset the U.S. income taxes and other foreign taxes that would result
from a distribution. The Company's cumulative temporary difference is less than its earnings and profits.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

2013

December 31,
2012

2011

Balance at the beginning of the year ............................................................... $
Additions to tax positions related to prior years ......................................
Reductions to tax positions related to prior years ....................................
Additions to tax positions related to current year ....................................
Settlements ...............................................................................................
Lapse in statutes of limitations.................................................................
Balance at the end of the year.......................................................................... $

59,338
4,431
(12,063)
5,706
(753)
—
56,659

43,411
8,959
—
6,968
—
—
59,338

35,769
4,450
(35)
3,736
(417)
(92)
43,411

As of December 31, 2013, unrecognized tax benefits of $43.4 million were recorded as reductions to the U.S. foreign tax
credit deferred tax asset. No such amounts were recorded as of December 31, 2012. As of December 31, 2011, unrecognized tax
benefits of $8.9 million were recorded as reductions to the U.S. net operating loss deferred tax asset. As of December 31, 2013,
2012 and 2011, unrecognized tax benefits of $13.3 million, $59.3 million and $34.5 million, respectively, were recorded in other
long-term liabilities.

Included in the balance as of December 31, 2013, 2012 and 2011, are $47.3 million, $47.8 million and $33.9 million,

respectively, of uncertain tax benefits that would affect the effective income tax rate if recognized.

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

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income
taxes in the accompanying consolidated statement of operations. No interest or penalties were accrued as of December 31, 2013
and 2012.

Note 11 — 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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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):

As of December 31, 2013
Cash equivalents(1) ............................................. $
Interest rate caps(2) ............................................. $
As of December 31, 2012
Cash equivalents(1) ............................................. $
Interest rate caps(2) ............................................. $
_________________________

Total Carrying
Value

Quoted Market
Prices in Active
Markets (Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Fair Value Measurements Using:

2,255,951
159

1,377,330
218

$
$

2,255,951

$
— $

1,377,330

$
— $

— $
$
159

— $
$
218

—
—

(1) The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.
(2) As of December 31, 2013 and 2012, the Company has 22 and 30 interest rate cap agreements, respectively, with an aggregate
fair value of approximately $0.2 million, based on quoted market values from the institutions holding the agreements.

Note 12 — Mall Sales

The Grand Canal Shoppes at The Venetian Las Vegas

In April 2004, the Company entered into an agreement to sell the portion of the Grand Canal Shoppes located within The
Venetian Las Vegas (formerly referred to as "The Grand Canal Shoppes') and lease certain restaurant and other retail space at the
casino level of The Venetian Las Vegas (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The
Mall Sale closed in May 2004, and the Company realized a gain of $417.6 million in connection with the Mall Sale. Under the
Master Lease agreement, The Venetian Las Vegas leased nineteen retail and restaurant spaces on its casino level to GGP for 89 years
with annual rent of one dollar and GGP assumed the various leases. In accordance with related accounting standards, the Master
Lease agreement does not qualify as a sale of the real property assets, which real property was not separately legally demised.
Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to The Venetian Las Vegas,
which will amortize into income on a straight-line basis over the 89-year lease term. During each of the years ended December 31,
2013, 2012 and 2011, $1.2 million of this deferred item was amortized and included in convention, retail and other revenue. In
addition, the Company agreed with GGP to: (i) continue to be obligated to fulfill certain lease termination and asset purchase
agreements as further described in “— Note 13 — Commitments and Contingencies — Other Ventures and Commitments”;
(ii) lease theater space located within The Grand Canal Shoppes from GGP for a period of 25 years with fixed minimum rent of
$3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of
25 years for an annual fee of $3.5 million; and (iv) lease certain office space from GGP for a period of 10 years, subject to extension
options for a period of up to 65 years, with annual rent of approximately $0.9 million. The lease payments under clauses (ii) through
(iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under
clauses (ii) through (iv) on the closing date of the sale was $77.2 million. In accordance with related accounting standards, a portion
of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease
back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the lives of the leases.
During each of the years ended December 31, 2013, 2012 and 2011, $3.5 million of this deferred item was amortized as an offset
to convention, retail and other expense.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

As of December 31, 2013, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows

(in thousands):

2014 ........................................................................................................................................................................ $
2015 ........................................................................................................................................................................
2016 ........................................................................................................................................................................
2017 ........................................................................................................................................................................
2018 ........................................................................................................................................................................
Thereafter................................................................................................................................................................

7,725
7,497
7,497
7,497
7,497
83,810
121,523

The Shoppes at The Palazzo

The Company contracted to sell a portion of the Grand Canal Shoppes (formerly referred to as The Shoppes at The Palazzo)
to GGP and under the terms of the settlement with GGP on June 24, 2011, the Company retained $295.4 million of proceeds
received and participates in certain potential future revenues earned by GGP. Pursuant to the Amended Agreement, the Company
agreed with GGP to lease certain spaces located within The Shoppes at The Palazzo for a period of 10 years with total fixed
minimum rents of $0.7 million per year, subject to extension options for a period of up to 10 years and automatic increases beginning
on the second lease year. As of December 31, 2013, the Company was obligated to make future payments of approximately $0.8
million annually for the year ended December 31, 2014, approximately $0.9 million annually for the three years ended December 31,
2017, and $0.5 million for the year ended December 31, 2018. In accordance with related accounting standards, 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, $268.5 million of the mall sale transaction has been recorded as deferred
proceeds from the sale as of December 31, 2013, which accrues interest at an imputed interest rate offset by (i) imputed rental
income and (ii) rent payments made to GGP related to those spaces leased back from GGP.

In the Amended Agreement, the Company agreed to lease certain restaurant and retail space on the casino level of The
Palazzo to GGP pursuant to a master lease agreement (“The Palazzo Master Lease”). Under The Palazzo Master Lease, which was
executed concurrently with, and as a part of, the closing on the sale of The Shoppes at The Palazzo to GGP on February 29, 2008,
The Palazzo leased nine restaurant and retail spaces on its casino level to GGP for 89 years with annual rent of one dollar and GGP
assumed the various tenant operating leases for those spaces. In accordance with related accounting standards, The Palazzo Master
Lease does not qualify as a sale of the real property, which real property was not separately legally demised. Accordingly, $22.5
million of the mall sale transaction has been deferred as prepaid operating lease payments to The Palazzo, which is amortized into
income on a straight-line basis over the 89-year lease term, while $4.1 million of the total proceeds from the mall sale transaction
(which represented the portion of the proceeds in excess of the guaranteed purchase price that was allocated to The Palazzo Master
Lease) has been recognized as contingent rent revenue and included in convention, retail and other revenue during the year ended
December 31, 2011.

Note 13 — Commitments and Contingencies

Litigation

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

On October 15, 2004, Richard Suen and Round Square Company Limited ("RSC") filed an action against LVSC, Las Vegas
Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada (the “District
Court of Clark County”), asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit
from the Company’s Macao resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed
as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’
fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed
with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the
jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter
in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court.
On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark
County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also

100

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding
several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court of Clark
County. On February 27, 2012, the District Court of Clark County set a date of March 25, 2013, for the new trial. On June 22,
2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their
discovery. The District Court of Clark County granted both requests. The retrial began on March 27 and on May 14, 2013, the jury
returned a verdict in favor of RSC in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the
amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court
of Clark County requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On
July 30, 2013, the District Court of Clark County denied the Company’s motion. On October 17, 2013, the Court entered an order
granting plaintiff’s request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million.
On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company's
opening appellate brief with the Supreme Court is due to be filed on April 14, 2014. The Company believes that it has valid bases
in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments
will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because
the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related
to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable
change in future periods, it may be required to record a liability for an adverse outcome.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL
in the District Court of Clark County alleging breach of contract against LVSC and SCL and breach of the implied covenant of
good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended
complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC
and SCL. On June 9, 2011, the District Court of Clark County dismissed the defamation claim and certified the decision as to
Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to
Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court of
Clark County to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the
district court’s decision. On January 17, 2012, Mr. Jacobs filed his opening brief with the Nevada Supreme Court regarding his
appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to Mr. Jacobs’ opening brief.
On March 8, 2012, the District Court of Clark County set a hearing date for the week of June 25-29, 2012, for the evidentiary
hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court of Clark County vacated the hearing date previously
set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court of Clark County
set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing. From September 10
to September 12, 2012, the District Court of Clark County held a hearing to determine the outcome of certain discovery disputes
and issued an Order on September 14, 2012. In its Order, the District Court of Clark County fined LVSC $25,000 and, for the
purposes of the jurisdictional discovery and evidentiary hearing, precluded the Defendants from relying on the Macao Data Privacy
Act as an objection or defense under its discovery obligations. On December 21, 2012, the District Court of Clark County ordered
the defendants to produce documents from a former counsel to LVSC containing attorney client privileged information. On
January 23, 2013, the defendants filed a writ with the Nevada Supreme Court challenging this order (the “January Writ”). On
January 29, 2013, the District Court of Clark County granted defendants motion for a stay of the order. On February 15, 2013, the
Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court of Clark County
ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28th Order”). On April 8, 2013, the
defendants filed a writ with the Nevada Supreme Court challenging the February 28th Order (the “April Writ”); and the Nevada
Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay
of the February 28th Order by the District Court of Clark County until such time as the Nevada Supreme Court decides the April
Writ. On June 18, 2013, the District Court of Clark County scheduled the jurisdictional hearing for July 16-22, 2013 and issued
an order allowing the plaintiff access to privileged communications of counsel to the Company (the “June 18th Order”). On June 21,
2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18th Order (the “June Writ”). The
Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18th Order. On June 28, 2013, the
District Court of Clark County vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada
Supreme Court to consolidate the pending writs (each of which have been fully briefed to the Nevada Supreme Court as of the
date of this filing). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of
the District Court of Clark County’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court
has taken both matters under advisement pending a decision. On January 29, 2014, the defendants filed Supplemental Authority
and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided
U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew
its August 26, 2011, writ of mandamus to the District Court of Clark County, respectively. On February 27, 2014, the Nevada
Supreme Court ruled in favor of the Company on the January Writ. On March 3, 2014, the Nevada Supreme Court is scheduled

101

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

to hear oral arguments on the April and June Writs. 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;

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

do not represent a material weakness in the Company’s internal controls over financial reporting as of December 31,
2013.

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,

102

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted
in part and denied in part defendants motions to dismiss. On December 13, 2013, the defendants filed their answer to the second
amended complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified
class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class
period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. This consolidated
action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine
the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this
matter vigorously.

On March 23, 2012, Ernest Kleinschmidt filed a shareholder derivative action (the “Kleinschmidt action”) on behalf of the
Company in the District Court of Clark County against Sheldon G. Adelson, Michael A. Leven, Irwin A. Siegel, Jeffrey H. Schwartz,
Jason N. Ader, Charles D. Forman, Irwin Chafetz and George P. Koo, who are currently members of the Board of Directors, and
Wing T. Chao, Andrew R. Heyer, James Purcell, Bradley H. Stone and William P. Weidner, who are former members of the Board
of Directors and/or executives of the Company. The complaint alleges, among other things, breach of fiduciary duties for
disseminating false and misleading information, failure to maintain internal controls and failing to properly oversee and manage
the Company, and unjust enrichment. The complaint seeks, among other relief, unspecified damages, direction to LVSC to take
unspecified actions to improve its corporate governance and internal procedures, restitution and disgorgement of profits, and
attorneys’ fees, costs and related expenses for the plaintiff. On June 29, 2012, the defendants who had been served at that time
including nominal defendant LVSC and defendants Michael A. Leven, Irwin A. Siegel, Jason N. Ader, Charles D. Forman, Irwin
Chafetz, George P. Koo, James Purcell, Bradley H. Stone and William P. Weidner filed a motion to dismiss. On July 20 and July 25,
2012, defendants Jeffery H. Schwartz and Wing T. Chao, respectively, each filed a substantially similar motion to dismiss. On
October 10, 2012, the case was transferred to business court within the District Court of Clark County. On October 12, 2012, the
case was reassigned to a new judge. On January 14, 2013, the District Court of Clark County filed its order dismissing the entire
case for failure to make a demand on the Board of Directors of LVSC with 5 of 6 claims dismissed with prejudice as being time
barred under applicable statutes of limitations. The sixth claim for unjust enrichment was allowed to be re-filed, but only after
demand on the Board of Directors of LVSC is made. The Company received a letter from the plaintiffs lawyers dated February 9,
2013, making their demand on the Board of Directors of LVSC for the unjust enrichment claim that the District Court of Clark
County previously dismissed without prejudice. In addition, on February 19, 2013, the plaintiffs filed a notice of appeal with the
Nevada Supreme Court appealing the dismissal of the case. Plaintiff’s opening brief in the Nevada Supreme Court was due on
August 12, 2013, and the response briefs were due per the court’s calendar. On September 4, 2013, the appeal to the Nevada
Supreme Court was dismissed.

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company
in the District Court of Clark County against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P.
Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint
alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to
ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution
and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18,
2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed
a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County against
Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz
and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged
in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’
fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as
one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have
twice agreed to stay the proceedings. A 120-day stay was entered by the Court in October 2011. It was extended for another 90 days
in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30,
2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages.
On January 23, 2013, the Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed
the proceedings until a July 22, 2013, status hearing. On July 22, 2013, the Court extended the stay until December 2, 2013, and
then on December 2, 2013, extended it again until March 3, 2014. 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
103

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

On January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") on behalf of the
Company and in his individual capacity as a shareholder in the U.S. District Court for the District of Nevada against Sheldon G.
Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H.
Schwartz, Victor Chaltiel and Irwin A. Siegel, each of whom was serving on the Company’s board of directors (collectively, the
“Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former
auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting
to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection
with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks,
among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental
agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also
seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss on February
13, 2014. 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 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)”), LVSLLC and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.6 million
at exchange rates in effect on December 31, 2013) 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. The Macao action is in a preliminary stage and management has determined that
based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of
reasonably possible loss, if any. The Company intends to defend this matter vigorously.

As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the
U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries
of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court
entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an

104

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with
the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S.
District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada
Action.

On August 1, 2012, SCL filed an announcement with the SEHK stating that SCL’s subsidiary, VML, has received a notification
from the Office for Personal Data Protection of the Macao government (the “OPDP”) indicating that the OPDP has launched an
official investigation procedure in relation to the alleged transfer from Macao by VML to the United States of certain data contrary
to the Personal Data Protection Act (Macau). On April 13, 2013, the OPDP presented its findings and VML received a cumulative
fine of 40,000 patacas (approximately $5,008 at exchange rates in effect on December 31, 2013). VML paid the fine as levied by
the OPDP.

The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the
“USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In August 2013,
the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily
return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide
written reports to the USAO regarding certain of its casino-related activities. The amount has been 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 as of the date of the filing of this Annual Report on Form 10-K 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.

Macao Concession and Subconcession

On June 26, 2002, the Macao government granted a concession to operate casinos in Macao through June 26, 2022, subject
to certain qualifications, to Galaxy Casino Company Limited (“Galaxy”), a consortium of Macao and Hong Kong-based investors.
During December 2002, VML and Galaxy entered into a subconcession agreement that was recognized and approved by the Macao
government and allows VML to develop and operate casino projects, including the Sands Macao, The Venetian Macao, the Plaza
Casino at the Four Seasons Macao, and Sands Cotai Central, separately from Galaxy. Beginning on December 26, 2017, the Macao
government may redeem the subconcession agreement by providing the Company at least one year prior notice.

Under the subconcession, the Company is obligated to pay to the Macao government an annual premium with a fixed portion
and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed
portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect on December 31,
2013). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players,
150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot
machines (approximately $37,558, $18,779 and $125, respectively, at exchange rates in effect on December 31, 2013), subject to
a minimum of 45.0 million patacas (approximately $5.6 million at exchange rates in effect on December 31, 2013). The Company
is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Company
must also contribute 4% of its gross gaming revenue to utilities designated by the Macao government, a portion of which must be
used for promotion of tourism in Macao. Based on the number and types of gaming tables employed and gaming machines in
operation as of December 31, 2013, the Company was obligated under its subconcession to make minimum future payments of
approximately $43.8 million in each of the next five years and approximately $153.4 million thereafter. These amounts are expected
to increase as the Company completes its remaining Cotai Strip developments.

Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada, gross
gaming revenue does not include deductions for credit losses. As a result, if the Company extends credit to its customers in Macao
and is unable to collect on the related receivables, the Company must pay taxes on its winnings from these customers even though
it was unable to collect on the related receivables. If the laws are not changed, the Company’s business in Macao may not be able
to realize the full benefits of extending credit to its customers. Although there are proposals to revise the gaming tax laws in Macao,
there can be no assurance that the laws will be changed.

105

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Operating Leases

The Company leases real estate and various equipment under operating lease arrangements and is also party to several service
agreements with terms in excess of one year. As of December 31, 2013, the Company was obligated under non-cancelable operating
leases to make future minimum lease payments as follows (in thousands):

2014 ........................................................................................................................................................................ $
2015 ........................................................................................................................................................................
2016 ........................................................................................................................................................................
2017 ........................................................................................................................................................................
2018 ........................................................................................................................................................................
Thereafter................................................................................................................................................................
Total minimum payments ....................................................................................................................................... $

15,539
9,253
5,071
3,793
3,640
102,300
139,596

Expenses incurred under operating lease agreements, including those that are short-term and variable-rate in nature, totaled

$67.5 million, $51.4 million and $43.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Ventures and Commitments

The Company has entered into employment agreements with nine of its executive officers, with remaining terms of one to
four years. As of December 31, 2013, the Company was obligated to make future payments of $10.2 million, $5.2 million, $2.4
million and $0.2 million during the years ended December 31, 2014, 2015, 2016 and 2017, respectively.

During 2003, the Company entered into three lease termination and asset purchase agreements with The Grand Canal Shoppes
tenants. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally
purchased by The Grand Canal Shoppes tenants, and which have been recorded at estimated fair market value, which approximated
the discounted present value of the Company’s obligation to the former tenants. As of December 31, 2013, the Company was
obligated under these agreements to make future payments of approximately $0.4 million in each of the next five years and $4.8
million thereafter.

Malls and Other

The Company leases space at several of its integrated resorts to various third parties. These leases are non-cancelable operating
leases with lease periods that vary from 1 month to 25 years. The leases include minimum base rents with escalated contingent
rent clauses. At December 31, 2013, the future minimum rentals on these non-cancelable leases are as follows (in thousands, at
exchange rates in effect on December 31, 2013):

2014 ........................................................................................................................................................................ $
2015 ........................................................................................................................................................................
2016 ........................................................................................................................................................................
2017 ........................................................................................................................................................................
2018 ........................................................................................................................................................................
Thereafter................................................................................................................................................................
Total minimum future rentals ................................................................................................................................. $

334,229
304,708
248,691
195,754
150,321
402,847
1,636,550

The total minimum future rentals do not include the escalated contingent rent clauses. Contingent rentals amounted to $129.1

million, $109.0 million and $82.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 14 — Stock-Based Employee Compensation

The Company has three nonqualified stock option plans, the 1997 Plan, the 2004 Plan and the SCL Equity Plan, which are
described below. The plans provide for the granting of stock options pursuant to the applicable provisions of the Internal Revenue
Code and regulations.

106

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

LVSLLC 1997 Fixed Stock Option Plan

The 1997 Plan provides for 19,952,457 shares (on a post-split basis) of common stock of LVSLLC to be reserved for issuance
to officers and other key employees or consultants of LVSLLC or any LVSLLC affiliates or subsidiaries (each as defined in the
1997 Plan) pursuant to options granted under the 1997 Plan.

The 1997 Plan provides that the Principal Stockholder may, at any time, assume the 1997 Plan or certain obligations under
the 1997 Plan, in which case the Principal Stockholder will have all the rights, powers and responsibilities granted LVSLLC or its
Board of Directors under the 1997 Plan with respect to such assumed obligations. The Principal Stockholder assumed LVSLLC’s
obligations under the 1997 Plan to sell shares to optionees upon the exercise of their options with respect to options granted prior
to July 15, 2004. LVSLLC is responsible for all other obligations under the 1997 Plan. LVSC assumed all of the obligations of
LVSLLC and the Principal Stockholder under the 1997 Plan (other than the obligation of the Principal Stockholder to issue 984,321
shares under options granted prior to July 15, 2004), in connection with its initial public offering.

The Board of Directors agreed not to grant any additional stock options under the 1997 Plan following the initial public
offering and there were no options outstanding under it during the year ended December 31, 2012. In February 2013, the Board
of Directors approved the dissolution of the 1997 Plan.

Las Vegas Sands Corp. 2004 Equity Award Plan

The Company adopted the 2004 Plan for grants of options to purchase its common stock. The purpose of the 2004 Plan is
to give the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide
the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s
subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan.
The 2004 Plan provides for an aggregate of 26,344,000 shares of the Company’s common stock to be available for awards. The
2004 Plan has a term of ten years and no further awards may be granted after the expiration of the term. The compensation committee
may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock
awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of
December 31, 2013, there were 6,413,843 shares available for grant under the 2004 Plan.

Stock option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of the
Company’s stock on the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual
terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized
on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options
using the Black-Scholes option-pricing model. Expected volatilities are based on the Company’s historical volatility for a period
equal to the expected life of the stock options. The expected option life is based on the contractual term of the option as well as
historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is
based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the estimate of annual
dividends expected to be paid at the time of the grant.

Sands China Ltd. Equity Award Plan

The Company’s subsidiary, SCL, adopted an equity award plan (the “SCL Equity Plan”) for grants of options to purchase
ordinary shares of SCL. The purpose of the SCL Equity Plan is to give SCL a competitive edge in attracting, retaining and motivating
employees, directors and consultants and to provide SCL with a stock plan providing incentives directly related to increases in its
stockholder value. Subject to certain criteria as defined in the SCL Equity Plan, SCL’s subsidiaries’ or affiliates’ employees, directors
or officers and many of its consultants are eligible for awards under the SCL Equity Plan. The SCL Equity Plan provides for an
aggregate of 804,786,508 shares of SCL’s common stock to be available for awards. The SCL Equity Plan has a term of ten years
and no further awards may be granted after the expiration of the term. SCL’s compensation committee may grant awards of stock
options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation
awards or any combination of the foregoing. As of December 31, 2013, there were 769,242,301 shares available for grant under
the SCL Equity Plan.

Stock option awards are granted with an exercise price not less than (i) the closing price of SCL’s stock on the date of grant
or (ii) the average closing price of SCL’s stock for the five business days immediately preceding the date of grant. The outstanding
stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants,
which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective
requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model.
Expected volatilities are based on a combination of SCL's historical volatilities and the historical volatilities from a selection of

107

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

companies from SCL’s peer group due to SCL’s lack of historical information. The Company used the simplified method for
estimating expected option life, as the options qualify as “plain-vanilla” options. The risk-free interest rate for periods equal to the
expected term of the stock option is based on the Hong Kong Exchange Fund Note rate in effect at the time of grant. The expected
dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.

Stock-Based Employee Compensation Activity

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:

LVSC 2004 Plan:
Weighted average volatility.............................................................................
Expected term (in years)..................................................................................
Risk-free rate ...................................................................................................
Expected dividends..........................................................................................
SCL Equity Plan:
Weighted average volatility.............................................................................
Expected term (in years)..................................................................................
Risk-free rate ...................................................................................................
Expected dividends..........................................................................................

Year Ended December 31,
2012

2011

2013

94.8%
5.5
1.3%
2.5%

67.7%
6.3
0.7%
3.1%

95.2%
5.5
1.1%
1.9%

70.0%
6.2
0.5%
4.0%

94.4%
6.3
2.7%
—%

69.2%
6.3
1.3%
—%

A summary of the stock option activity for the Company’s equity award plans for the year ended December 31, 2013, is

presented below:

LVSC 2004 Plan:
Outstanding as of January 1, 2013 ................................
Granted ..........................................................................
Exercised .......................................................................
Forfeited ........................................................................
Outstanding as of December 31, 2013 ..........................
Exercisable as of December 31, 2013 ...........................
SCL Equity Plan:
Outstanding as of January 1, 2013 ................................
Granted ..........................................................................
Exercised .......................................................................
Forfeited ........................................................................
Outstanding as of December 31, 2013 ..........................
Exercisable as of December 31, 2013 ...........................

9,790,460
287,558
(2,777,127)
(393,700)
6,907,191
5,426,053

23,323,640
4,536,800
(7,779,586)
(2,473,808)
17,607,046
3,059,475

$
$

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (Years)

Aggregate
Intrinsic
Value

40.16
56.55
18.08
49.43
49.18
50.87

2.66
5.60
2.48
2.79
3.49
2.37

4.33
3.50

$ 212,321,939
$ 159,166,034

8.01
7.13

$
$

81,620,386
17,600,866

108

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A summary of the unvested restricted stock and stock units under the Company’s equity award plans for the year ended

December 31, 2013, is presented below:

Weighted Average
Grant Date
Fair Value

LVSC 2004 Plan:
Unvested restricted stock as of January 1, 2013 .............................................................
Granted............................................................................................................................
Vested..............................................................................................................................
Transfer from restricted stock units ................................................................................
Forfeited ..........................................................................................................................
Unvested restricted stock as of December 31, 2013 .......................................................
Unvested restricted stock units as of January 1, 2013 ....................................................
Granted............................................................................................................................
Vested..............................................................................................................................
Transfer to restricted stock..............................................................................................
Forfeited ..........................................................................................................................
Unvested restricted stock units as of December 31, 2013 ..............................................
SCL Equity Plan:
Unvested restricted stock units as of January 1, 2013 ....................................................
Granted............................................................................................................................
Vested..............................................................................................................................
Forfeited ..........................................................................................................................
Unvested restricted stock units as of December 31, 2013 ..............................................

1,116,697
46,848
(337,756)
100,000
(13,076)
912,713
374,500
123,207
—
(100,000)
(10,000)
387,707

$
$

— $

2,608,400
—
—
2,608,400

47.82
54.72
46.89
23.89
44.36
45.94
28.35
58.82
—
23.89
55.98
38.47

—
6.64
—
—
6.64

As of December 31, 2013, under the 2004 Plan there was $19.0 million of unrecognized compensation cost, net of estimated
forfeitures of 8.0% per year, related to unvested stock options and there was $29.8 million of unrecognized compensation cost,
net of estimated forfeitures of 8.0% per year, related to unvested restricted stock and stock units. The stock option and restricted
stock and stock unit costs are expected to be recognized over a weighted average period of 2.3 years and 2.2 years, respectively.

109

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The stock-based compensation activity for the 2004 Plan and SCL Equity Plan is as follows for the three years ended

December 31, 2013 (in thousands, except weighted average grant date fair values):

Year Ended December 31,
2012

2011

2013

Compensation expense:

Stock options .................................................................................................. $
Restricted stock and stock units .....................................................................

$
Income tax benefit recognized in the consolidated statements of operations ....... $
Compensation cost capitalized as part of property and equipment ....................... $
LVSC 2004 Plan:
Stock options granted ............................................................................................
Weighted average grant date fair value ................................................................. $
Restricted stock granted ........................................................................................
Weighted average grant date fair value ................................................................. $
Restricted stock units granted................................................................................
Weighted average grant date fair value ................................................................. $
Stock options exercised:

32,549
20,828
53,377

$
— $
$
941

35,777
29,651
65,428

$
— $
$
938

288
35.76
47
54.72
123
58.82

537
36.17
517
52.97
333
25.98

44,691
18,023
62,714
—
576

263
36.31
1,250
45.42
42
47.15

Intrinsic value ................................................................................................. $
Cash received ................................................................................................. $
Tax benefit realized for tax deductions from stock-based compensation ...... $

129,149
50,223

$
$
— $

84,761
34,668

$
$
— $

89,814
23,238
—

SCL Equity Plan:
Stock options granted ............................................................................................
Weighted average grant date fair value ................................................................. $
Restricted stock units granted................................................................................
Weighted average grant date fair value ................................................................. $
Stock options exercised:

4,537
2.63
2,608,400
6.64

7,762
1.65
—
— $

25,786
19,373

$
$
— $

12,261
11,572

$
$
— $

9,987
1.71
—
—

1,699
2,267
—

Note 15 — Employee Benefit Plans

The Company is self-insured for health care and workers compensation benefits for its U.S. employees. The liability for
claims filed and estimates of claims incurred but not filed is included in other accrued liabilities in the accompanying consolidated
balance sheets.

Participation in the VCR 401(k) employee savings plan is available for all eligible employees after a three-month probation
period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred
earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee
contributions in excess of $390 up to a maximum of 5% of participating employee’s eligible gross wages. For the years ended
December 31, 2013, 2012 and 2011, the Company’s matching contributions under the savings plan were $8.2 million, $4.7 million
and $7.9 million, respectively.

Participation in VML’s provident retirement fund is available for all permanent employees after a three-month probation
period. VML contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive 30% of these
contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. For the years
ended December 31, 2013, 2012 and 2011, VML’s contributions into the provident fund were $28.6 million, $22.9 million and
$16.0 million, respectively.

Participation in MBS’s provident retirement fund is available for all permanent employees that are Singapore residents upon
joining the Company. As of December 31, 2013, MBS contributes 16% of each employee’s basic salary to the fund, subject to
certain caps as mandated by local regulations. The employee is eligible to receive funds upon reaching the retirement age or upon
meeting requirements set up by local regulations. For the years ended December 31, 2013, 2012 and 2011, MBS’s contributions
into the provident fund were $40.4 million, $32.8 million and $30.7 million, respectively.

110

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 16 — Related Party Transactions

During the years ended December 31, 2013, 2012 and 2011, the Principal Stockholder and his family purchased certain
lodging, banquet room, catering goods and services and procurement services from the Company for approximately $1.7 million,
$1.3 million and $0.5 million, respectively.

During the years ended December 31, 2013, 2012 and 2011, the Company incurred and paid certain expenses totaling $11.4
million, $11.7 million and $16.5 million, respectively, to its Principal Stockholder related to the Company’s use of his personal
aircraft for business purposes. In addition, during the years ended December 31, 2013, 2012 and 2011, the Company charged and
received from the Principal Stockholder $17.6 million, $15.4 million and $15.2 million, respectively, related to aviation costs
incurred by the Company for the Principal Stockholder’s use of Company aviation personnel and assets for personal purposes.
See “— Note 9 — Equity — Other Equity Transactions” regarding the Company’s purchase of a Boeing 747 airplane from an
entity controlled by the Principal Stockholder in June 2012.

On November 15, 2011, the Company paid $577.5 million to redeem all of the Preferred Stock held by the Principal
Stockholder’s family. On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding Warrants to purchase
87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the Warrant
exercise price. See “— Note 9 — Equity — Preferred Stock and Warrants — Preferred Stock Issued to Principal Stockholder’s
Family.”

During the year ended December 31, 2003, the Company purchased the lease interest and assets of Carnevale Coffee Bar,
LLC, in which the Principal Stockholder is a partner, for $3.1 million, payable in installments of $0.6 million during 2003, and
approximately $0.3 million annually over 10 years, beginning in 2004 through September 1, 2013.

Note 17 — Segment Information

The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the
U.S. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands 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 and the remaining phase of
Sands Cotai Central 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 is as follows as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

Net Revenues
Macao:

The Venetian Macao................................................................................. $
Sands Cotai Central..................................................................................
Four Seasons Macao.................................................................................
Sands Macao ............................................................................................
Other Asia.................................................................................................

Marina Bay Sands............................................................................................
United States:

Year Ended December 31,
2012

2011

2013

3,851,230
2,698,430
1,065,405
1,237,016
139,572
8,991,653
2,968,366

3,037,975
1,052,124
1,086,456
1,250,552
148,330
6,575,437
2,886,139

2,827,174
—
678,293
1,282,201
147,323
4,934,991
2,921,863

Las Vegas Operating Properties ...............................................................
Sands Bethlehem ......................................................................................

1,518,024
496,738
2,014,762
Intersegment eliminations ...............................................................................
(204,896)
Total net revenues............................................................................................ $ 13,769,885

1,384,629
470,458
1,855,087
(185,531)
$ 11,131,132

1,324,505
399,900
1,724,405
(170,514)
9,410,745

111

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Adjusted Property EBITDA(1)
Macao:

Marina Bay Sands............................................................................................
United States:

Las Vegas Operating Properties ...............................................................
Sands Bethlehem ......................................................................................

Total adjusted property EBITDA.....................................................................
Other Operating Costs and Expenses
Stock-based compensation ..............................................................................
Legal settlement...............................................................................................
Corporate .........................................................................................................
Pre-opening......................................................................................................
Development....................................................................................................
Depreciation and amortization ........................................................................
Amortization of leasehold interests in land .....................................................
Impairment loss ...............................................................................................
Loss on disposal of assets................................................................................
Operating income ............................................................................................
Other Non-Operating Costs and Expenses
Interest income ................................................................................................
Interest expense, net of amounts capitalized ...................................................
Other income (expense)...................................................................................
Loss on modification or early retirement of debt ............................................
Income tax expense .........................................................................................
Net income....................................................................................................... $
_________________________

Year Ended December 31,
2012

2011

2013

1,499,937
739,723
305,040
362,858
(3,855)
2,903,703
1,384,576

351,739
123,337
475,076
4,763,355

(30,053)
(47,400)
(189,535)
(13,339)
(15,809)
(1,007,468)
(40,352)
—
(11,156)
3,408,243

16,337
(271,211)
4,321
(14,178)
(188,836)
2,954,676

1,143,245
213,476
288,170
350,639
(15,950)
1,979,580
1,366,245

331,182
114,055
445,237
3,791,062

(30,772)
—
(207,030)
(143,795)
(19,958)
(892,046)
(40,165)
(143,674)
(2,240)
2,311,382

23,252
(258,564)
5,740
(19,234)
(180,763)
1,881,813

1,022,778
—
217,923
351,877
(15,143)
1,577,435
1,530,623

333,295
90,802
424,097
3,532,155

(31,467)
—
(185,694)
(65,825)
(11,309)
(794,404)
(43,366)
—
(10,203)
2,389,887

14,394
(282,949)
(3,955)
(22,554)
(211,704)
1,883,119

(1) Adjusted property EBITDA is net income before royalty fees, stock-based compensation expense, legal settlement expense
(see "— Note 13 — Commitments and Contingencies — Litigation"), corporate expense, pre-opening expense, development
expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of
assets, interest, other income (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.

Year Ended December 31,
2012

2011

2013

Intersegment Revenues
Macao:

Marina Bay Sands............................................................................................
Las Vegas Operating Properties.......................................................................
Total intersegment revenues............................................................................ $

5,296
356
34,120
39,772
9,548
155,576
204,896

5,125
251
32,748
38,124
3,449
143,958
185,531

3,923
—
36,888
40,811
1,298
128,405
170,514

112

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Capital Expenditures
Corporate and Other ........................................................................................ $
Macao:

The Venetian Macao.................................................................................
Sands Cotai Central..................................................................................
Four Seasons Macao.................................................................................
Sands Macao ............................................................................................
Other Asia.................................................................................................
The Parisian Macao ..................................................................................

Marina Bay Sands............................................................................................
United States:

Las Vegas Operating Properties ...............................................................
Sands Bethlehem ......................................................................................

Total capital expenditures................................................................................ $

Total Assets
Corporate and Other ........................................................................................ $
Macao:

Marina Bay Sands............................................................................................
United States:

Year Ended December 31,
2012

2011

2013

41,152

100,887

23,062

96,172
262,540
15,003
26,491
1,319
212,842
614,367
142,706

93,191
6,695
99,886
898,111

112,351
862,951
28,143
25,076
1,193
20,393
1,050,107
119,647

156,205
22,388
178,593
1,449,234

28,018
842,962
31,092
7,690
5,553
39
915,354
466,144

47,666
56,267
103,933
1,508,493

2013

December 31,
2012

2011

630,673

586,788

644,645

4,367,533
4,669,358
1,273,654
383,444
328,332
376,014
169
11,398,504
6,354,231

3,254,193
4,791,560
1,338,714
414,531
345,522
118,975
123
10,263,618
6,941,510

3,199,194
4,333,406
1,267,977
485,231
328,415
96,017
110,133
9,820,373
6,794,258

Las Vegas Operating Properties ...............................................................
Sands Bethlehem ......................................................................................

3,653,127
687,729
4,340,856
Total assets....................................................................................................... $ 22,724,264

3,605,513
766,223
4,371,736
$ 22,163,652

4,105,618
879,229
4,984,847
$ 22,244,123

113

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Total Long-Lived Assets
Corporate and Other ........................................................................................ $
Macao:

Marina Bay Sands............................................................................................
United States:

2013

December 31,
2012

2011

388,448

398,100

312,860

1,925,040
3,772,095
928,396
279,395
189,136
376,014
—
7,470,076
5,277,126

1,968,415
3,836,471
971,732
285,344
202,392
118,912
—
7,383,266
5,657,351

2,002,751
3,053,551
1,006,441
291,620
216,030
96,017
101,062
6,767,472
5,471,376

Las Vegas Operating Properties ...............................................................
Sands Bethlehem ......................................................................................

3,073,793
578,329
3,652,122
Total long-lived assets..................................................................................... $ 16,787,772

3,179,426
607,346
3,786,772
$ 17,225,489

3,244,090
625,649
3,869,739
$ 16,421,447

Note 18 — 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. (formerly Interface Group-Nevada, 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 $29.3 million (consisting of $239.3 million of property and
equipment, offset by $268.6 million of liabilities consisting primarily of deferred proceeds from the sale) and $17.3 million
(consisting of $250.8 million of property and equipment, offset by $268.1 million of liabilities consisting primarily of deferred
proceeds from the sale) as of December 31, 2013 and 2012, respectively, and a net loss (consisting primarily of depreciation
expense) of $12.9 million, $15.1 million and $19.5 million for the years ended December 31, 2013, 2012 and 2011, respectively,
related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for
the 2013 U.S. Credit Facility.

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

114

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 December 31, 2013 and 2012, and
for each of the three years in the period ended December 31, 2013, is being presented in order to meet the reporting requirements
under the 2013 U.S. Credit Facility, and is not intended to comply with SEC Regulation S-X 3-10 (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Cash and cash equivalents ......................... $
Restricted cash and cash equivalents .........
Intercompany receivables ..........................
Intercompany notes receivables.................
Accounts receivable, net ............................
Inventories..................................................
Deferred income taxes, net ........................
Prepaid expenses and other........................
Total current assets .............................
Property and equipment, net ......................
Investments in subsidiaries ........................
Deferred financing costs, net .....................
Intercompany receivables ..........................
Intercompany notes receivable ..................
Deferred income taxes, net ........................
Leasehold interests in land, net..................
Intangible assets, net ..................................
Other assets, net .........................................

Total assets.......................................... $
Accounts payable ....................................... $
Construction payables................................
Intercompany payables ..............................
Intercompany notes payable ......................
Accrued interest payable............................
Other accrued liabilities .............................
Income taxes payable.................................
Deferred income taxes ...............................
Current maturities of long-term debt .........
Total current liabilities........................
Other long-term liabilities..........................
Intercompany payables ..............................
Intercompany notes payable ......................
Deferred income taxes ...............................
Deferred amounts related to mall
transactions .............................................
Long-term debt...........................................
Total liabilities ...........................................
Total Las Vegas Sands Corp.
stockholders’ equity ................................
Noncontrolling interests.............................
Total equity ................................................
Total liabilities and equity.......................... $

Consolidating/
Eliminating
Entries

— $
—
(508,252)
(251,537)
—
—
(44,742)
—
(804,531)
—
— (13,680,759)
—
(39,414)
(1,081,710)
13,821
—
—
—

Total
3,600,414
6,839
—
—
1,762,110
41,946
—
104,230
5,515,539
15,358,953
—
185,964
—
—
13,821
1,428,819
102,081
119,087
$ (15,592,593) $ 22,724,264
119,194
— $
$
241,560
—
—
(508,252)
—
(251,537)
6,551
—
2,194,866
—
176,678
—
13,309
(44,742)
377,507
—
3,129,665
(804,531)
112,195
—
—
(39,414)
—
(1,081,710)
173,211
13,821

3,234,745
6,839
—
251,537
1,454,962
25,442
—
71,327
5,044,852
12,146,469

155,046
—
—
—
1,428,819
101,391
96,535
$ 18,973,112
85,134
$
236,173
229,943
—
6,250
1,916,036
176,661
58,051
348,927
3,057,175
98,245
39,414
1,081,710
65,199

315,489
—
236,259
—
295,333
12,609
37,233
11,592
908,515
3,056,678
6,112,507
30,737
38,931
1,081,710
—
—
—
22,288
$ 11,251,366
25,679
$
3,226
278,309
—
224
224,759
17
—
24,892
557,106
10,175
—
—
54,668

425,912
2,823,269
3,871,130

—
6,495,811
10,837,554

—
—
(1,911,834)

425,912
9,382,752
13,223,735

50,180
—
271,993
—
11,815
3,895
7,509
21,311
366,703
155,806
7,568,252
181
483
—
—
—
690
264
8,092,379
8,381
2,161
—
251,537
77
54,071
—
—
3,688
319,915
3,775
—
—
39,523

—
63,672
426,885

7,665,494
—
7,665,494
8,092,379

7,379,831
405
7,380,236
$ 11,251,366

6,300,928
1,834,630
8,135,558
$ 18,973,112

(13,680,759)
—
(13,680,759)

7,665,494
1,835,035
9,500,529
$ (15,592,593) $ 22,724,264

115

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Cash and cash equivalents ......................... $
Restricted cash and cash equivalents .........
Intercompany receivables ..........................
Intercompany notes receivable ..................
Accounts receivable, net ............................
Inventories..................................................
Deferred income taxes, net ........................
Prepaid expenses and other........................
Total current assets .............................
Property and equipment, net ......................
Investments in subsidiaries ........................
Deferred financing costs, net .....................
Restricted cash and cash equivalents .........
Intercompany receivables ..........................
Intercompany notes receivable ..................
Deferred income taxes, net ........................
Leasehold interests in land, net..................
Intangible assets, net ..................................
Other assets, net .........................................

Consolidating/
Eliminating
Entries

— $
—
(466,370)
(1,337,161)
—
—
(40,288)
—
(1,843,819)
—
— (11,720,526)
—
—
(62,411)
(928,728)
39,615
—
—
—

Total
2,512,766
4,521
—
—
1,819,260
43,875
2,299
94,793
4,477,514
15,766,748
—
214,465
1,938
—
—
43,280
1,458,741
70,618
130,348
$ (14,515,869) $ 22,163,652
106,498
— $
$
343,372
—
(466,370)
—
(1,337,161)
—
15,542
—
1,895,483
—
164,126
—
(40,288)
—
97,802
—
(1,843,819)
2,622,823
133,936
—
(62,411)
—
(928,728)
—
185,945
39,615

2,322,402
4,520
—
237,161
1,552,923
27,293
—
69,313
4,213,612
12,436,078

201,699
1,938
—
—
—
1,458,741
69,928
111,702
$ 18,493,698
71,543
$
330,408
292,477
1,100,000
14,410
1,617,276
164,122
40,288
3,465
3,633,989
75,654
62,411
928,728
106,687

182,402
1
256,409
1,100,000
259,691
13,081
36,900
12,223
1,860,707
3,157,605
4,675,328
12,528
—
56,302
928,728
—
—
—
18,403
$ 10,709,601
25,007
$
7,646
173,893
—
1,050
235,889
4
—
90,649
534,138
9,776
—
—
39,643

430,271
2,753,745
3,767,573

—
7,311,161
12,118,630

—
—
(2,795,343)

430,271
10,132,265
13,505,240

7,962
—
209,961
—
6,646
3,501
5,687
13,257
247,014
173,065
7,045,198
238
—
6,109
—
3,665
—
690
243
7,476,222
9,948
5,318
—
237,161
82
42,318
—
—
3,688
298,515
48,506
—
—
—

—
67,359
414,380

7,061,842
—
7,061,842
7,476,222

6,941,623
405
6,942,028
$ 10,709,601

4,778,903
1,596,165
6,375,068
$ 18,493,698

(11,720,526)
—
(11,720,526)

7,061,842
1,596,570
8,658,412
$ (14,515,869) $ 22,163,652

116

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

Total

Revenues:

Casino ................................................. $
Rooms .................................................
Food and beverage..............................
Mall.....................................................
Convention, retail and other ...............

Less — promotional allowances................
Net revenues .......................................

Operating expenses:

Casino .................................................
Rooms .................................................
Food and beverage..............................
Mall.....................................................
Convention, retail and other ...............
Provision for doubtful accounts..........
General and administrative .................
Corporate ............................................
Pre-opening.........................................
Development.......................................
Depreciation and amortization............
Amortization of leasehold interests
in land ..............................................
(Gain) loss on disposal of assets.........

Operating income (loss).............................
Other income (expense):

Interest income....................................
Interest expense, net of amounts
capitalized ........................................
Other income (expense)......................
Loss on modification or early
retirement of debt.............................
Income from equity investments
in subsidiaries ..................................
Income before income taxes ......................
Income tax benefit (expense) .....................
Net income .................................................
Net income attributable to noncontrolling
interests ...................................................
Net income attributable to Las Vegas
Sands Corp. ............................................. $

— $
—
—
—
—
—
(1,455)
(1,455)

584,372
472,518
197,371
—
310,276
1,564,537
(91,217)
1,473,320

$ 10,802,545
908,163
532,888
481,400
377,791
13,102,787
(629,994)
12,472,793

— $ 11,386,917
1,380,681
—
730,259
—
481,400
—
(172,888)
515,179
(172,888)
14,494,436
(724,551)
(1,885)
(174,773)
13,769,885

—
—
—
—
—
—
—
164,926
—
15,207
26,165

314,966
157,497
90,507
—
106,242
29,977
341,659
1,264
911
—
186,871

—
(12,641)
193,657
(195,112)

—
1,823
1,231,717
241,603

6,171,744
114,449
283,366
73,358
238,296
207,809
988,927
163,287
12,428
619
794,432

40,352
21,974
9,111,041
3,361,752

(2,992)
(4)
(4,303)
—
(26,669)
—
(846)
(139,942)
—
(17)
—

—
—
(174,773)
—

6,483,718
271,942
369,570
73,358
317,869
237,786
1,329,740
189,535
13,339
15,809
1,007,468

40,352
11,156
10,361,642
3,408,243

1,155

173,203

18,189

(176,210)

16,337

(4,269)
(5,282)

(88,972)
(2,322)

(354,180)
11,925

176,210
—

(271,211)
4,321

—

(14,178)

—

(14,178)

2,416,604
2,213,096
92,901
2,305,997

2,119,936
2,429,270
(133,519)
2,295,751

—
3,037,686
(148,218)
2,889,468

(4,536,540)
(4,536,540)
—
(4,536,540)

—
3,143,512
(188,836)
2,954,676

—

(2,894)

(645,785)

—

(648,679)

2,305,997

2,292,857

2,243,683

$ (4,536,540) $

2,305,997

117

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2012

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

Total

Revenues:

Less — promotional allowances................
Net revenues .......................................

Operating expenses:

Operating income (loss).............................
Other income (expense):

— $
—
—
—
—
—
(1,109)
(1,109)

512,647
446,241
173,111
—
294,047
1,426,046
(84,613)
1,341,433

8,495,511
707,783
455,417
396,927
359,342
10,414,980
(466,177)
9,948,803

— $
—
—
—
(156,357)
(156,357)
(1,638)
(157,995)

9,008,158
1,154,024
628,528
396,927
497,032
11,684,669
(553,537)
11,131,132

—
—
—
—
—
—
—
188,187
—
19,973
19,921

—
—
(1)
228,080
(229,189)

288,999
138,356
85,206
—
84,957
28,987
268,834
413
1,909
—
222,096

—
—
389
1,120,146
221,287

4,841,526
98,951
250,258
68,763
239,904
210,345
793,916
148,243
141,893
—
650,029

40,165
143,674
1,852
7,629,519
2,319,284

(2,489)
(4)
(4,254)
—
(20,598)
—
(815)
(129,813)
(7)
(15)
—

—
—
—
(157,995)
—

5,128,036
237,303
331,210
68,763
304,263
239,332
1,061,935
207,030
143,795
19,958
892,046

40,165
143,674
2,240
8,819,750
2,311,382

281

135,153

21,700

(133,882)

23,252

(4,841)
(47)

(2,831)

1,705,354
1,468,727
55,366
1,524,093

(91,870)
792

(295,735)
4,995

133,882
—

(258,564)
5,740

(1,599)

(14,804)

—

(19,234)

1,430,459
1,694,222
(78,240)
1,615,982

—
2,035,440
(157,889)
1,877,551

(3,135,813)
(3,135,813)
—
(3,135,813)

—
2,062,576
(180,763)
1,881,813

—

(2,733)

(354,987)

—

(357,720)

1,524,093

1,613,249

1,522,564

$ (3,135,813) $

1,524,093

118

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2011

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

Revenues:

Less — promotional allowances................
Net revenues .......................................

Operating expenses:

Operating income (loss).............................
Other income (expense):

— $
—
—
—
—
—
(720)
(720)

430,758
450,487
186,894
—
280,349
1,348,488
(75,238)
1,273,250

—
—
—
—
—
—
—
165,120
—
11,312
18,493

266,203
136,416
88,485
—
87,779
14,532
254,139
265
—
—
227,400

—
7,662
202,587
(203,307)

—
2,590
1,077,809
195,441

7,006,244
549,548
411,929
325,123
362,050
8,654,894
(374,060)
8,280,834

3,744,193
73,636
223,807
59,183
274,582
135,924
583,472
130,623
65,833
—
548,511

43,366
(49)
5,883,081
2,397,753

— $
—
—
—
(141,048)
(141,048)
(1,571)
(142,619)

(2,509)
—
(4,846)
—
(24,252)
—
(687)
(110,314)
(8)
(3)
—

—
—
(142,619)
—

Total

7,437,002
1,000,035
598,823
325,123
501,351
9,862,334
(451,589)
9,410,745

4,007,887
210,052
307,446
59,183
338,109
150,456
836,924
185,694
65,825
11,309
794,404

43,366
10,203
7,020,858
2,389,887

3,702

112,218

9,867

(111,393)

14,394

(13,856)
171

(95,993)
(1,946)

(284,493)
(2,180)

111,393
—

(282,949)
(3,955)

—

(503)

(22,051)

—

(22,554)

1,716,119
1,502,829
57,294
1,560,123

1,442,967
1,652,184
(57,336)
1,594,848

—
2,098,896
(211,662)
1,887,234

(3,159,086)
(3,159,086)
—
(3,159,086)

—
2,094,823
(211,704)
1,883,119

—

(2,495)

(320,501)

—

(322,996)

1,560,123

1,592,353

1,566,733

$ (3,159,086) $

1,560,123

119

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2013

Net income ................................................. $
Currency translation adjustment, before
and after tax.............................................
Total comprehensive income .....................
Comprehensive income attributable to
noncontrolling interests...........................
Comprehensive income attributable to Las
Vegas Sands Corp. .................................. $

LVSC
(Non-Guarantor
Parent)
2,305,997

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

2,295,751

2,889,468

$ (4,536,540) $

(89,295)
2,216,702

(75,797)
2,219,954

(89,976)
2,799,492

165,092
(4,371,448)

Total
2,954,676

(89,976)
2,864,700

—

(2,894)

(645,104)

—

(647,998)

2,216,702

2,217,060

2,154,388

$ (4,371,448) $

2,216,702

120

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2012

LVSC
(Non-Guarantor
Parent)
1,524,093

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

1,615,982

1,877,551

$ (3,135,813) $

Total
1,881,813

Net income ................................................. $
Currency translation adjustment, net of
reclassification adjustment and before
and after tax.............................................
Total comprehensive income .....................
Comprehensive income attributable to
noncontrolling interests...........................
Comprehensive income attributable to Las
Vegas Sands Corp. .................................. $

168,974
1,693,067

143,570
1,759,552

172,788
2,050,339

(312,544)
(3,448,357)

172,788
2,054,601

—

(2,733)

(358,801)

—

(361,534)

1,693,067

1,756,819

1,691,538

$ (3,448,357) $

1,693,067

121

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2011

LVSC
(Non-Guarantor
Parent)
1,560,123

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

1,594,848

1,887,234

$ (3,159,086) $

(35,415)
1,524,708

(28,876)
1,565,972

(32,793)
1,854,441

64,291
(3,094,795)

Total
1,883,119

(32,793)
1,850,326

—

(2,495)

(323,123)

—

(325,618)

1,524,708

1,563,477

1,531,318

$ (3,094,795) $

1,524,708

122

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Net cash generated from operating activities.............. $
Cash flows from investing activities:

1,693,766

1,892,021

4,255,589

Change in restricted cash and cash equivalents ..

Capital expenditures ...........................................
Proceeds from disposal of property and
equipment.........................................................
Acquisition of intangible assets ..........................
Repayments of receivable from non-restricted
subsidiaries.......................................................
Notes receivable to Las Vegas Sands Corp.........
Repayments of receivable from Las Vegas
Sands Corp.......................................................
Dividends received from non-restricted
subsidiaries.......................................................
Capital contributions to subsidiaries...................

Net cash generated from (used in) investing
activities ...................................................................
Cash flows from financing activities:

Proceeds from exercise of stock options.............
Repurchase of common stock .............................
Proceeds from exercise of warrants ....................
Dividends paid ....................................................
Distributions to noncontrolling interests.............
Dividends paid to Las Vegas Sands Corp...........
Dividends paid to Restricted Subsidiaries ..........
Capital contributions received ............................
Borrowings from non-restricted subsidiaries......
Repayments on borrowings from Restricted
Subsidiaries......................................................
Repayments on borrowings from non-restricted
subsidiaries.......................................................
Proceeds from 2013 U.S. credit facility..............
Proceeds from senior secured credit facility.......
Proceeds from 2012 Singapore credit facility.....

Repayments on senior secured credit facility .....

Repayments on 2012 Singapore credit facility ...

Repayments on airplane financings ....................
Repayments on HVAC equipment lease and
other long-term debt.........................................
Payments of deferred financing costs .................
Net cash used in financing activities...........................
Effect of exchange rate on cash ..................................
Increase in cash and cash equivalents.........................
Cash and cash equivalents at beginning of year .........
Cash and cash equivalents at end of year ................... $

Consolidating/
Eliminating
Entries
(3,401,964) $

Total
4,439,412

—
—

(382)
(898,111)

32,155
(45,871)

(1,357)
251,537

—
—

—

—
—

1
(91,900)

121
—

1,357
—

(383)
(776,310)

1,034
(45,871)

—
(251,537)

—
(29,901)

31,000
—

—
—

—

—
(68)

—

237,161

(237,161)

1,383,116
(1,292,416)

—
—

(1,383,116)
1,292,484

1,031

279

(835,906)

(77,613)

(912,209)

50,223
(561,150)
350
(1,152,690)
—
—
—
—
251,537

—
—
—
—
(2,894)
(1,732,152)
—
—
—

19,373
—
—
(411,359)
(8,964)
(108,570)
(2,944,358)
1,292,484
—

—
—
—
—
—
1,840,722
2,944,358
(1,292,484)
(251,537)

69,596
(561,150)
350
(1,564,049)
(11,858)
—
—
—
—

—

(1,357)

1,357

—

(237,161)
—
—

—

—
(3,688)

—
—
(1,652,579)
—
42,218
7,962
50,180

—
2,828,750
250,000

—
—
—

—

104,357

(3,073,038)

—
—

(2,350)
(27,529)
(1,759,213)
—
133,087
182,402
315,489

—

(430,504)
—

(3,452)
(7,885)
(2,500,235)
(7,105)
912,343
2,322,402
3,234,745

237,161
—
—

—

—
—
3,479,577
—
—
—
— $

—
2,828,750
250,000

104,357

(3,073,038)

(430,504)
(3,688)

(5,802)
(35,414)
(2,432,450)
(7,105)
1,087,648
2,512,766
3,600,414

123

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2012

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Net cash generated from operating activities .............. $
Cash flows from investing activities:

2,544,296

2,177,182

2,894,423

(1)
(155,936)

694
(1,242,395)

Consolidating/
Eliminating
Entries
(4,558,144) $

—
—

—

20,297

(683)
237,161
9,773

Total
3,057,757

693
(1,449,234)

2,909

—

—
—
—

(2,564,500)
2,485,064
187,112

—
—
(1,445,632)

—
—
—
—
—
2,750,091
4,372,553
(2,485,064)
(20,297)
(9,773)
(237,161)

683
—
—
—
—
—
—
—

—
—
4,371,032
—
—
—
— $

46,240
528,908
(3,442,312)
(10,466)
(18,576)
—
—
—
—
—
—

—
3,951,486
400,000
(3,635,676)
(425,555)
(189,712)
(140,337)
(3,688)

(4,730)
(100,888)
(3,045,306)
43,229
(1,389,952)
3,902,718
2,512,766

2,455

—

—
(237,161)
—

—
—
(1,476,407)

11,572
—
(357,056)
(7,733)
(18,576)
(181,191)
(4,372,553)
2,485,064
20,297
9,773
—

(683)
3,951,486
—
(3,635,676)
—
—
(140,337)
—

(2,569)
(100,888)
(2,339,070)
43,229
(877,825)
3,200,227
2,322,402

Change in restricted cash and cash equivalents ..
Capital expenditures............................................
Proceeds from disposal of property and
equipment .........................................................
Intercompany receivable to non-restricted
subsidiaries .......................................................
Repayments of receivable from non-restricted
subsidiaries .......................................................
Notes receivable to Las Vegas Sands Corp.........
Notes receivable to non-restricted subsidiaries...
Dividends received from non-restricted
subsidiaries .......................................................
Capital contributions to subsidiaries ...................
Net cash used in investing activities ...........................
Cash flows from financing activities:

Proceeds from exercise of stock options .............
Proceeds from exercise of warrants ....................
Dividends paid.....................................................
Distributions to noncontrolling interests .............
Deemed distribution to Principal Stockholder ....
Dividends paid to Las Vegas Sands Corp............
Dividends paid to Restricted Subsidiaries...........
Capital contributions received.............................
Borrowings from Las Vegas Sands Corp............
Borrowings from Restricted Subsidiaries ...........
Borrowings from non-restricted subsidiaries ......
Repayments on borrowings from Restricted
Subsidiaries ......................................................
Proceeds from 2012 Singapore credit facility .....
Proceeds from senior secured credit facility .......
Repayments on Singapore credit facility ............
Repayments on senior secured credit facility......
Redemption of senior notes.................................
Repayments on ferry financing ...........................
Repayments on airplane financings.....................
Repayments on HVAC equipment lease and
other long-term debt .........................................
Payments of deferred financing costs..................
Net cash used in financing activities ...........................
Effect of exchange rate on cash...................................
Decrease in cash and cash equivalents........................
Cash and cash equivalents at beginning of year..........
Cash and cash equivalents at end of year.................... $

—
(50,903)

—

(20,297)

—
—
—

—
(64)
(71,264)

34,668
528,908
(3,085,256)
—
—
—
—
—
—
—
237,161

—
—
—
—
—
(189,712)
—
(3,688)

454

—

683
—
(9,773)

2,564,500
(2,485,000)
(85,073)

—
—
—
(2,733)
—
(2,568,900)
—
—
—
—
—

—
—
400,000
—
(425,555)
—
—
—

—
—
(2,477,919)
—
(4,887)
12,849
7,962

(2,161)
—
(2,599,349)
—
(507,240)
689,642
182,402

124

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2011

LVSC
(Non-Guarantor
Parent)

Restricted
Subsidiaries

Non-Restricted
Subsidiaries

Consolidating/
Eliminating
Entries

Total

Net cash generated from (used in) operating
activities ................................................................... $
Cash flows from investing activities:

Change in restricted cash and cash equivalents ..
Capital expenditures ...........................................
Proceeds from disposal of property and
equipment.........................................................
Acquisition of intangible assets ..........................
Repayments of receivable from non-restricted
subsidiaries.......................................................
Notes receivable to non-restricted subsidiaries ..
Dividends received from non-restricted
subsidiaries.......................................................
Capital contributions to subsidiaries...................
Net cash used in investing activities ...........................
Cash flows from financing activities:

Proceeds from exercise of stock options.............
Proceeds from exercise of warrants ....................
Dividends paid ....................................................
Distributions to noncontrolling interests.............
Dividends paid to Las Vegas Sands Corp...........
Dividends paid to Restricted Subsidiaries ..........
Capital contributions received ............................
Borrowings from Restricted Subsidiaries ...........
Repayments on borrowings from Restricted
Subsidiaries......................................................
Proceeds from 2011 VML credit facility............
Repayments on senior secured credit facility .....
Repayments on VML credit facility....................
Repayments on VOL credit facility ....................
Repayments on Singapore credit facility ............
Repayments on ferry financing...........................
Repayments on airplane financings ....................
Repayments on HVAC equipment lease and
other long-term debt.........................................
Repurchases and redemption of preferred stock.
Payments of preferred stock inducement
premium ...........................................................
Payments of deferred financing costs .................
Net cash used in financing activities...........................
Effect of exchange rate on cash ..................................
Increase (decrease) in cash and cash equivalents .......
Cash and cash equivalents at beginning of year .........
Cash and cash equivalents at end of year ................... $

(42,087) $

404,624

2,503,697

(203,738) $

2,662,496

—
—

(1,200)
50,766

(94,472)
50,026
5,120

—
—
—
—
143,738
154,472
(50,026)
(50,766)

1,200
—
—
—
—
—
—
—

—
—

—
—
198,618
—
—
—
— $

804,394
(1,508,493)

6,093
(100)

—
—

—
—
(698,106)

25,505
12,512
(75,297)
(10,388)
—
—
—
—

—
3,201,535
(28,937)
(2,060,819)
(749,660)
(418,564)
(35,002)
(3,688)

(3,640)
(845,321)

(16,871)
(84,826)
(1,093,461)
(5,292)
865,637
3,037,081
3,902,718

—
(21,355)

2,285
(47,560)

802,109
(1,439,578)

—
—

1,200
(50,766)

94,472
—
(369)

—
—
—
(2,495)
(143,738)
—
50,000
—

—
—
(28,937)
—
—
—
—
—

(1,669)
—

—
—
(126,839)
—
277,416
412,226
689,642

6,093
—

—
—

—
—
(631,376)

2,267
—
—
(7,893)
—
(154,472)
26
50,766

(1,200)
3,201,535
—
(2,060,819)
(749,660)
(418,564)
(35,002)
—

(1,971)
—

—
(84,826)
(259,813)
(5,292)
1,607,216
1,593,011
3,200,227

—
(100)

—
—

—
(50,026)
(71,481)

23,238
12,512
(75,297)
—
—
—
—
—

—
—
—
—
—
—
—
(3,688)

—
(845,321)

(16,871)
—
(905,427)
—
(1,018,995)
1,031,844
12,849

125

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 19 — Selected Quarterly Financial Results (Unaudited)

2013
Net revenues ............................................. $
Operating income .....................................
Net income ...............................................
Net income attributable to Las Vegas
Sands Corp. ..............................................
Basic earnings per share ...........................
Diluted earnings per share........................
2012
Net revenues ............................................. $
Operating income .....................................
Net income ...............................................
Net income attributable to Las Vegas
Sands Corp. ..............................................
Basic earnings per share ...........................
Diluted earnings per share........................
________________________

(1)(2)(3)

First

(3)(4)

Second

Quarter
(4)

Third

Fourth

Total

(In thousands, except per share data)

3,302,719
826,703
703,974

571,961
0.69
0.69

2,762,742
707,554
579,109

498,942
0.66
0.61

3,242,941
780,641
671,673

529,753
0.64
0.64

2,581,906
397,728
286,381

240,587
0.29
0.29

3,568,540
914,826
809,298

626,744
0.76
0.76

2,709,482
534,095
444,980

349,782
0.43
0.42

3,655,685
886,073
769,731

$ 13,769,885
3,408,243
2,954,676

577,539
0.71
0.70

2,305,997
2.80
2.79

3,077,002
672,005
571,343

$ 11,131,132
2,311,382
1,881,813

434,782
0.53
0.53

1,524,093
1.89
1.85

(1) The second Sheraton tower of Sands Cotai Central opened in January 2013.
(2) During the first quarter of 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase
87,500,175 shares of the Company’s common stock and paid $525.0 million in cash as settlement of the exercise price.
(3) During the first and second quarters of 2012, the Company recorded impairment losses of $42.9 million and $100.7 million,

respectively.

(4) The Conrad and Holiday tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012,
respectively. In connection with the opening of these towers, the Company also opened gaming areas and retail,
entertainment, dining and meeting facilities.

Because earnings per share amounts are calculated using the weighted average number of common and dilutive common
equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total
earnings per share amounts for the respective year.

126

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES

For the Years Ended December 31, 2013, 2012 and 2011

Description

Allowance for doubtful accounts:

Balance at
Beginning
of Year

Provision
for
Doubtful
Accounts

Write-offs,
Net of
Recoveries

Balance
at End
of Year

(In thousands)

2011..........................................................................
2012..........................................................................
2013..........................................................................

$
$
$

181,856
275,066
491,682

150,456
239,332
237,786

(57,246) $
(22,716) $
(99,741) $

275,066
491,682
629,727

Description

Deferred income tax asset valuation allowance:

Balance at
Beginning
of Year

Additions

Deductions

(In thousands)

Balance
at End
of Year

$
$
$

331,275
325,239
1,390,900

46,228
1,088,812
149,893

(52,264) $
(23,151) $
(21,525) $

325,239
1,390,900
1,519,268

127

ITEM 9. — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Not applicable.

ITEM 9A. — 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 SEC’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 December 31, 2013, 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 fourth quarter
covered by this Annual Report on Form 10-K that had a material effect, or was reasonably likely to have a material effect, on the
Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The
Company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the Company’s assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that the Company’s receipts and expenditures are
being made only in accordance with authorizations of its management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2013. In making this assessment, the Company’s management used the framework set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework (1992).”

Based on this assessment, management concluded that, as of December 31, 2013, the Company’s internal control over

financial reporting is effective based on this framework.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, has been audited by

Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

128

ITEM 9B. — OTHER INFORMATION

None.

PART III

ITEM 10. — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our
2014 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April 25,
2014 (the “Proxy Statement”), including under the captions “Board of Directors,” “Executive Officers,” “Section 16(a) Beneficial
Ownership Reporting Compliance” and “Information Regarding the Board of Directors and Its Committees.”

We have adopted a Code of Business Conduct and Ethics, which is posted on our website at www.sands.com, along with
any amendments or waivers to the Code. Copies of the Code of Business Conduct and Ethics are available without charge by
sending a written request to Investor Relations at the following address: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South,
Las Vegas, Nevada 89109.

ITEM 11. — EXECUTIVE COMPENSATION

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the
captions “Executive Compensation and Other Information,” “Director Compensation,” “Information Regarding the Board of
Directors and Its Committees” and “Compensation Committee Report” (which report is deemed to be furnished and is not deemed
to be filed in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934).

ITEM 12. — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the

captions “Equity Compensation Plan Information” and “Principal Stockholders.”

ITEM 13. — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the
captions “Board of Directors,” “Information Regarding the Board of Directors and its Committees” and “Certain Transactions.”

ITEM 14. — PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, under the caption

“Fees Paid to Independent Registered Public Accounting Firm.”

129

PART IV

ITEM 15. — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of the Annual Report on Form 10-K.

(1) List of Financial Statements

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) List of Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

(3) List of Exhibits

Exhibit No.
3.1

Description of Document
Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by
reference from Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1
(File No. 333-118827) filed on November 22, 2004).

3.2*

4.1

10.1

10.2*

10.3*

Amended and Restated By-laws of Las Vegas Sands Corp.

Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from
Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File
No. 333-118827) filed on November 22, 2004).

Warrant Agreement, dated as of November 14, 2008, between Las Vegas Sands Corp. and U.S. Bank
National Association, as warrant agent (incorporated by reference from Exhibit 10.1 to the Company’s
Current Report on Form 8-K (File No. 001-32373) filed on November 14, 2008).

Amendment and Restatement Agreement dated as of December 19, 2013, to the Amended and Restated
Credit and Guaranty Agreement dated as of August 18, 2010 among Las Vegas Sands, LLC, the
Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia (including as Exhibit A
thereto the Second Amended and Restated Credit and Guaranty Agreement dated as of December 19, 2013
among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders party thereto, The Bank of Nova
Scotia, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, BNP Paribas Securities Corp., Goldman Sachs Bank USA, Credit Agricole Corporate &
Investment Bank, Morgan Stanley Senior Funding, Inc., The Royal Bank of Scotland plc and Sumitomo
Mitsui Banking Corporation).

Second Amended and Restated Security Agreement, dated as of December 19, 2013, between each of the
parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties,
as defined therein.

130

Exhibit No.
10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

Description of Document

Credit Agreement, dated as of September 21, 2011, entered into by and among VML US Finance LLC,
Venetian Macau Limited, the financial institutions listed on the signature pages thereto as Lenders, Bank
of China Limited, Macau Branch (“BOC”), as administrative agent for the Lenders, Goldman Sachs
(Asia) L.L.C., Goldman Sachs Lending Partners LLC, Bank of America, N.A., BOC, Barclays Capital,
BNP Paribas Hong Kong Branch, Citigroup Global Markets Asia Limited, Citibank, N.A. Hong Kong
Branch, Commerzbank AG, Credit Agricole Corporate and Investment Bank, Credit Suisse Securities
(USA) LLC, Credit Suisse AG, Singapore Branch, Industrial and Commercial Bank of China (Macau)
Limited, ING Capital L.L.C. and ING Bank NV, Singapore Bank, Sumitomo Mitsui Banking Corporation,
UBS Securities LLC and United Overseas Bank Limited, as global coordinators and bookrunners for the
Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders
and Revolving Loan Lenders and Banco Nacional Ultramarino, S.A., DBS Bank Ltd., Oversea-Chinese
Banking Corporation Limited, The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as
lead arrangers for the Term Loan Facility and Revolving Credit Facility (incorporated by reference from
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
September 30, 2011 and filed on November 9, 2011).

Credit Agreement, dated as of May 17, 2010, by and among Venetian Orient Limited, the financial
institutions listed as Lenders on the signature pages thereto, The Bank of Nova Scotia, as Administrative
Agent, Goldman Sachs Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank, N.A.,
Citigroup Financial Services Limited and Citibank, N.A., Hong Kong Branch, UBS AG Hong Kong
Branch, Barclays Capital, The Investment Banking Division of Barclays PLC, Bank of China Limited,
Macau Branch (“BOC”), and Industrial and Commercial Bank of China (Macau) Limited (“ICBC”), as
Global Coordinators and Bookrunners, and, with the exception of BOC and ICBC, as co-syndication
agents for the enders, and Banco Nacional Ultramarino, S.A., DBS Bank Ltd. and Oversea-Chinese
Banking Corporation Limited, as Mandated Lead Arrangers and Bookrunners (incorporated by reference
from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter
ended June 30, 2010 and filed on August 9, 2010).

Sponsor Agreement, dated as of May 17, 2010, by and between Sands China Ltd., The Bank of Nova
Scotia, as administrative agent, and Bank of China Limited, Macau Branch, as the collateral agent
(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File
No. 001-32373) for the quarter ended June 30, 2010 and filed on August 9, 2010).

Guaranty, dated as of May 17, 2010, is made by Sands China Ltd., and each Subsidiary of Sands China
Ltd. Required from time to time to become party hereto pursuant to the Credit Agreement, in favor of and
for the benefit of The Bank of Nova Scotia, as administrative agent (incorporated by reference from
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
June 30, 2010 and filed on August 9, 2010).

Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS
Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan
Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance
parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by
reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for
the quarter ended June 30, 2012 and filed on August 9, 2012).

Construction Agency Agreement, dated as of May 1, 1997, by and between Venetian Casino Resort, LLC
and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2
to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27,
1998).
Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County
and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las
Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998).

Addendum to Sands Resort Hotel and Casino Agreement, dated as of September 16, 1997, by and between
Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company’s
Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).

Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC
(incorporated by reference from Exhibit 10.21 to the Company’s Amendment No. 1 to Registration
Statement on Form S-1 (File No. 333-118827) dated October 22, 2004).

Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao
Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region
and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands,
Inc.’s Form 10-K (File No. 333-42147) for the year ended December 31, 2002 and filed on March 31,
2003).

131

Exhibit No.
10.14†

10.15

10.16

10.17

10.18

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

Description of Document

Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao
Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as
concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from
Exhibit 10.65 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (File No.
333-118827) dated December 10, 2004).

Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the
Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from
Exhibit 10.39 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File
No. 333-118827) dated October 25, 2004).

Amendment, published on April 22, 2008, to Land Concession Agreement, dated as of December 10,
2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau
Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q
(File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).

Land Concession Agreement, dated as of February 23, 2007, relating to the Venetian Macao, Four Seasons
Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian
Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2007 and filed on May 10, 2007).

Amendment published on October 28, 2008, to Land Concession Agreement between Macau Special
Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30,
2008 and filed on November 10, 2008).

Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay
Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2006 and filed on November 9,
2006).

Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism
Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit 10.76 to the Company’s
Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on
March 1, 2010).

Energy Services Agreement, dated as of May 1, 1997, by and between Atlantic Pacific Las Vegas, LLC
and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to
Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998).

Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific
Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las
Vegas Sands, Inc.’s Annual Report on Form 10-K (File No. 333-42147) for the year ended December 31,
1999 and filed on March 30, 2000).

Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific
Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the
Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2006
and filed on February 28, 2007).

Energy Services Agreement Amendment No. 3 dated as of February 10, 2009, by and between Trigen-Las
Vegas Energy Company, LLC f/k/a Atlantic Pacific Las Vegas, LLC, Venetian Casino Resort, LLC Grand
Canal Shops II, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.34 to
the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010
and filed on March 1, 2011).

Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas,
LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1
of the Company’s Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).

Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific
Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the
Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated
October 25, 2004).

Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas
Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-
Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain
subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15
to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147)
dated February 12, 1998).

132

Exhibit No.
10.28

10.29

10.30+

10.31+

10.32+

10.33+

10.34+

10.35+

10.36+

10.37+

10.38+

10.39+

10.40+

10.41+

10.42+

10.43+

10.44+

Description of Document
Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands,
Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada,
Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary,
Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference
from Exhibit 10.52 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File
No. 333-118827) dated November 22, 2004).

Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of
February 29, 2008, by and among Interface Group — Nevada, Inc., Grand Canal Shops II, LLC, Phase II
Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by
reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for
the quarter ended March 31, 2008 and filed on May 9, 2008).

Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.41 to the
Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31,
2005and filed on May 16, 2005).

First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp. 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K (File No.
001-32373) for the year ended December 31, 2006 and filed on February 28, 2007).

Second Amendment, dated as of December 14, 2011, to the Las Vegas Sands Corp. 2004 Equity Award
Plan (incorporated by reference from Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File
No. 001-32373) for the year ended December 31, 2011 and filed on February 28, 2012).

Form of Restricted Stock Award Agreements under the 2004 Equity Award Plan (incorporated by
reference from Exhibit 10.70 to the Company’s Amendment No. 4 to Registration Statement on Form S-1
(File No. 333-118827) dated December 8, 2004).

Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference
from Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended
December 31, 2010 and filed on March 1, 2011).

Form of Nonqualified Stock Option Agreements under the 2004 Equity Award Plan (incorporated by
reference from Exhibit 10.71 to the Company’s Amendment No. 4 to Registration Statement on Form S-1
(File No. 333-118827) dated December 8, 2004).

Form of Nonqualified Stock Option Agreement under the Company’s 2004 Equity Award Plan
(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.
001-32373) for the quarter ended June 30, 2009 and filed August 7, 2009).

Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by
reference from Exhibit 10.51 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the
year ended December 31, 2010 and filed on March 1, 2011).

Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference
from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter
ended March 31, 2013 and filed on May 10, 2013).

Las Vegas Sands Corp. Deferred Compensation Plan (incorporated by reference from Exhibit 10.63 to the
Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated
November 22, 2004).

Form of Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the
Company’s Current Report on Form 8-K (File No. 001-32373) filed on February 9, 2007).

Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las
Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the
Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) dated
November 22, 2004).

Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by and among Las Vegas
Sands Corp., Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon G. Adelson (incorporated
by reference from Exhibit 10.35 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for
the year ended December 31, 2008 and filed on March 2, 2009).

Employment Agreement, dated as of November 13, 2010, among Las Vegas Sands Corp., Las Vegas
Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.57 to the Company’s
Annual Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on
March 1, 2011).

Terms of Continued Employment, dated June 7, 2012, among Las Vegas Sands Corp., Las Vegas Sands,
LLC and Michael A. Leven (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9,
2012).

133

Exhibit No.
10.45+

10.46+

10.47+

10.48+

10.49+

10.50+

10.51+

10.52+

10.53+

10.54+

10.55+

10.56+

10.57

10.58

10.59

10.60

Description of Document

Amended Terms of Continued Employment, dated April 24, 2013, among Las Vegas Sands Corp., Las
Vegas Sands, LLC and Michael A. Leven (incorporated by reference from Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on
May 10, 2013).

Employment Agreement, dated as of December 1, 2008 between Las Vegas Sands Corp. and Kenneth J.
Kay (incorporated by reference from Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File
No. 001-32373) for the year ended December 31, 2008 and filed on March 2, 2009).

Letter Agreement, dated January 18, 2010, between Las Vegas Sands Corp. and Kenneth J. Kay
(incorporated by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No.
001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).

Amendment to Employment Agreement, effective December 31, 2012, between Las Vegas Sands Corp.
and Kenneth J. Kay (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).

Separation Agreement and General Release, dated as of July 10, 2013, between Kenneth J. Kay and Las
Vegas Sands Corp. (including as Attachment A thereto, the Consultancy Agreement, entered into as of July
10, 2013, between Las Vegas Sands Corp. and Kenneth J. Kay) (incorporated by reference from
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
June 30, 2013 and filed on August 9, 2013).

Employment Agreement, dated as of January 11, 2011, among Las Vegas Sands Corp., Las Vegas Sands,
LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.60 to the Company’s Annual
Report on Form 10-K (File No. 001-32373) for year ended December 31, 2010 and filed on March 1,
2011).

Terms of Continued Employment, dated as of March 7, 2012, among Las Vegas Sands Corp., Las Vegas
Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2012 and filed on
May 10, 2012).

Employment Agreement, dated as of April 1 2012, between Las Vegas Sands Corp. and Chris J. Cahill
(incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.
001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).

Amendment to Employment Agreement, effective December 31, 2012, between Las Vegas Sands Corp.
and Chris J. Cahill (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).

Amendment to Employment Agreement, dated as of March 27, 2013, between Las Vegas Sands Corp. and
Chris J. Cahill (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).

Employment Letter, dated April 15, 2011, from Las Vegas Sands Corp. to John Caparella (incorporated by
reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for
the quarter ended March 31, 2013 and filed on May 10, 2013).

Amendment to Employment Letter, effective December 31, 2012, between Las Vegas Sands Corp. and
John Caparella (incorporated by reference from Exhibit 10.8 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2013 and filed on May 10, 2013).

Settlement Agreement, date as of June 24, 2011, by and among Venetian Casino Resort, LLC, Phase II
Mall Holding, LLC, GGP Limited Partnership, The Shoppes at the Palazzo, LLC (f/k/a Phase II Mall
Subsidiary, LLC) and Grand Canal Shops II, LLC (incorporated by reference from Exhibit 10.63 to the
Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and
filed on February 28, 2012).

Purchase and Sale Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary,
LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership (incorporated by
reference from Exhibit 10.1 to Las Vegas Sands, Inc.’s Current Report on Form 8-K (File No. 333-42147)
filed on April 16, 2004).

Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited
Partnership (incorporated by reference from Exhibit 10.2 to Las Vegas Sands, Inc.’s Current Report on
Form 8-K (File No. 333-42147) filed on April 16, 2004).

Assignment and Assumption of Agreement and First Amendment to Agreement, dated September 30,
2004, made by Lido Casino Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as assignee, and to
GGP Limited Partnership, as buyer (incorporated by reference from Exhibit 10.60 to the Company’s
Amendment No. 1 to Registration Statement on Form S- 1 (File No. 333-118827) dated October 25,
2004).

134

Exhibit No.
10.61

10.62

10.63

10.64

10.65

10.66

10.67

10.68

10.69

10.70

10.71

10.72

10.73

10.74

10.75

Description of Document
Second Amendment, dated as of January 31, 2008, to Agreement dated as of April 12, 2004 and amended
as of September 30, 2004, by and among Venetian Casino Resort, LLC, as successor-by-merger to Lido
Casino Resort, LLC, Phase II Mall Holding, LLC, as successor-in-interest to Lido Casino Resort, LLC,
and GGP Limited Partnership (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9,
2008).

Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and
among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein)
that are party to the agreement from time to time (incorporated by reference from Exhibit 10.2 to the
Company’s Current Report on Form 8-K (File No. 001-32373) filed on November 14, 2008).

Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and
the Investor named therein (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on
November 10, 2008).

Agreement, dated as of July 8, 2004, by and between Sheldon G. Adelson and Las Vegas Sands, Inc.
(incorporated by reference from Exhibit 10.47 to the Company’s Registration Statement on Form S-1 (File
No. 333-118827) dated September 3, 2004).

Venetian Hotel Service Agreement, dated as of June 28, 2001, by and between Venetian Casino Resort,
LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center (incorporated by
reference from Exhibit 10.49 to the Company’s Amendment No. 2 to Registration Statement on Form S-1
(File No. 333-118827) dated November 22, 2004).

First Amendment to Venetian Hotel Service Agreement, dated as of June 28, 2004, by and between
Venetian Casino Resort, LLC and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention Center
(incorporated by reference from Exhibit 10.50 to the Company’s Registration Statement on Form S-1 (File
No. 333-118827) dated September 3, 2004).

Tax Indemnification Agreement, dated as of December 17, 2004, by and among Las Vegas Sands Corp.,
Las Vegas Sands, Inc. and the stockholders named therein (incorporated by reference from Exhibit 10.56
to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on April 4, 2005).

Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit
10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and
filed on November 9, 2009).

Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit
10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
September 30, 2009 and filed on November 9, 2009).

Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Las Vegas Sands Corp. and Interface Operations, LLC (incorporated by reference from Exhibit
10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
September 30, 2009 and filed on November 9, 2009).

Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations, LLC and Las Vegas Sands Corp. (incorporated by reference from Exhibit
10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
September 30, 2009 and filed on November 9, 2009).

Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009,
between Interface Operations Bermuda, LTD and Las Vegas Sands Corp. (incorporated by reference from
Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended
September 30, 2009 and filed on November 9, 2009).

Aircraft Time Share Agreement, dated as of May 23, 2007, by and between Interface Operations LLC and
Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report
on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2007 and filed on August 9, 2007).

Aircraft Time Sharing Agreement, dated as of January 1, 2005, by and between Interface Operations LLC
and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2005 and filed
November 14, 2005).
Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC
and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Company’s Amendment
No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).

135

Exhibit No.
10.76

10.77+

10.78+

10.79+

10.80+

21.1*

23.1*

23.2*

31.1*

31.2*

32.1*

32.2*

101.CAL

101.DEF

101.INS

101.LAB

101.PRE

101.SCH

Description of Document

Aircraft Time Sharing Agreement dated as of April 14, 2011, between Las Vegas Sands Corp. and
Interface Operations, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2011).

Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference
from Exhibit 10.82 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for year ended
December 31, 2010 and filed on March 1, 2011).

Form of Restricted Stock Award agreement under the 2004 Equity Award Plan (incorporated by reference
from Exhibit 10.86 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year
ended December 31, 2011 and filed on February 28, 2012).

Form of Restricted Stock Units Award agreement under the 2004 Equity Award Plan (incorporated by
reference from Exhibit 10.87 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the
year ended December 31, 2011 and filed on February 28, 2012).

Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference
from Exhibit 10.88 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year
ended December 31, 2011 and filed on February 28, 2012).

Subsidiaries of Las Vegas Sands Corp.

Consent of Deloitte & Touche LLP.

Consent of PricewaterhouseCoopers LLP.

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

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

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.

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.

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Instance Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Schema Document

_________________________
Filed herewith.
*
Confidential treatment has been requested and granted with respect to portions of this exhibit, and such confidential
†
portions have been deleted and replaced with “**” and filed separately with the Securities and Exchange Commission
pursuant to Rule 406 under the Securities Act of 1933.
Denotes a management contract or compensatory plan or arrangement.

136

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused

this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

February 28, 2014

LAS VEGAS SANDS CORP.

/s/ SHELDON G. ADELSON
Sheldon G. Adelson,
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/S/ SHELDON G. ADELSON
Sheldon G. Adelson

/S/ MICHAEL A. LEVEN
Michael A. Leven

/S/ JASON N. ADER
Jason N. Ader

/S/ IRWIN CHAFETZ
Irwin Chafetz

/S/ VICTOR CHALTIEL
Victor Chaltiel

/S/ CHARLES D. FORMAN
Charles D. Forman

/S/ GEORGE P. KOO
George P. Koo

/S/ CHARLES A. KOPPELMAN
Charles A. Koppelman

/S/ JEFFREY H. SCHWARTZ
Jeffrey H. Schwartz

/S/ IRWIN A. SIEGEL
Irwin A. Siegel

/S/ MICHAEL A. QUARTIERI
Michael A. Quartieri

Chairman of the Board, Chief

Executive Officer and Director

February 28, 2014

President, Chief Operating Officer

February 28, 2014

and Director

Director

Chief Accounting Officer

(Principal Financial Officer)

137

BOARD OF
DIRECTORS
(as of April 25, 2014)

Sheldon G. Adelson
Chairman of the Board,
Chief Executive Ofﬁcer & Treasurer

Michael A. Leven
President,
Chief Operating Ofﬁcer & Secretary

Jason N. Ader
Chief Executive Ofﬁcer,
Ader Investment Management LLC

Irwin Chafetz
Manager,
The Interface Group, LLC

Victor Chaltiel
Founder and Chairman,
Redhills Ventures LLC

Charles D. Forman
Retired Chairman &
Chief Executive Ofﬁcer,
Centric Events Group, LLC

George P. Koo
Retired International Business Advisor

Charles A. Koppelman
Chairman and Chief Executive Ofﬁcer,
CAK Entertainment, Inc.

Jeffrey H. Schwartz
Deputy Chairman, Chairman
of the Executive Committee & Co-Founder,
Global Logistic Properties

Irwin A. Siegel
Retired Partner,
Deloitte & Touche LLP

STOCK TRANSFER
INFORMATION
American Stock Transfer
& Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219

SENIOR CORPORATE
OFFICERS
(as of April 25, 2014)

Sheldon G. Adelson
Chairman of the Board,
Chief Executive Ofﬁcer & Treasurer

Michael A. Leven
President,
Chief Operating Ofﬁcer & Secretary

Robert G. Goldstein
Executive Vice President,
President, Global Gaming Operations

Ira H. Raphaelson
Executive Vice President
& Global General Counsel

PROPERTY
LOCATIONS

United States
Las Vegas, Nevada

The Venetian® Resort-Hotel-Casino

The Palazzo® Resort-Hotel-Casino

Sands® Expo and Convention Center

Bethlehem, Pennsylvania

Sands® Casino Resort Bethlehem

Macao (SAR), China
Sands® Macao

The Venetian® Macao Resort Hotel

Four Seasons Hotel Macao, Cotai Strip

The Plaza Macao, Cotai Strip

Sands Cotai Central®, Cotai Strip

Sheraton® Macao Hotel Cotai Central(1)

Conrad® Macao, Cotai Central(1)

Holiday Inn® Macao Cotai Central(1)

Singapore
Marina Bay Sands®

TRADING SYMBOL
Traded on the New York Stock
Exchange under the symbol: LVS

(1)SHERATON, CONRAD and HOLIDAY INN are
registered trademarks of their respective owners and are used
under license.

ANNUAL REPORTS
Copies of this Annual Report and the
Company’s Annual Report on Form 10-K
may be obtained by writing:
Las Vegas Sands Corp.
c/o Investor Relations
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109

CERTIFICATIONS
Las Vegas Sands Corp. has included as exhibits to its Annual Report on Form 10-K, ﬁled with the Securities and Exchange
Commission, certiﬁcations by the Company’s Chief Executive Ofﬁcer and Chief Accounting Ofﬁcer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. Las Vegas Sands Corp. has timely delivered the most recent certiﬁcation required
by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.

L
A
S

V
E
G
A
S

S
A
N
D
S

C
O
R
P

A
N
N
U
A
L

R
E
P
O
R
T

2
0
1
3

THE PARISIAN MACAO
COMINg 2015

Clockwise from top left.

The Venetian
Las Vegas|May 1999

Sands Macao
Macao|May 2004

The Venetian Macao
Macao|August 2007

The Palazzo
Las Vegas|December 2007

Four Seasons Hotel & The Plaza Macao
Macao|August 2008

Sands Bethlehem
Pennsylvania |May 2009

Marina Bay Sands
Singapore|April 2010

Sheraton-Conrad-Holiday Inn
Macao|April 2012

The Parisian Macao
Macao|Coming 2015

3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 | Telephone: (702) 414.1000 | sands.com