UNITED STATES SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

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

Commission file number 001-32373

LAS VEGAS SANDS CORP.

(Exact name of registration as specified in its charter)

Nevada		27-0099920
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
3355 Las Vegas Boulevard South		89109
Las Vegas, Nevada		(Zip Code)
(Address of principal executive offices)

(702) 414-1000
(Registrant’s telephone number, including area code)

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

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 þ No o

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 þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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

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

Class		Outstanding at November 4, 2010
Common Stock ($0.001 par value)		684,730,086 shares

 

 

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Table of Contents

PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)			3
Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009			3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009			4
Condensed Consolidated Statements of Equity and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2010 and 2009			5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures about Market Risk			52
Item 4. Controls and Procedures			53
PART II OTHER INFORMATION
Item 1. Legal Proceedings			53
Item 1A. Risk Factors			54
Item 5. Other Information			54
Item 6. Exhibits			55
Signatures			56
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

ITEM 1		— FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

		September 30,				December 31,
		2010				2009
		(In thousands, except share and per share data)
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	2,394,712			$	4,955,416
Restricted cash			203,687				118,641
Accounts receivable, net			618,998				460,766
Inventories			27,751				27,073
Deferred income taxes, net			26,931				26,442
Prepaid expenses and other			41,481				35,336
Total current assets			3,313,560				5,623,674
Property and equipment, net			14,471,865				13,351,271
Deferred financing costs, net			166,316				138,454
Restricted cash			756,059				—
Deferred income taxes, net			16,855				22,219
Leasehold interests in land, net			1,251,547				1,209,820
Intangible assets, net			91,735				50,129
Other assets, net			180,060				176,539
Total assets		$	20,247,997			$	20,572,106
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	101,163			$	82,695
Construction payables			571,197				778,771
Accrued interest payable			15,017				18,332
Other accrued liabilities			1,048,075				786,192
Income taxes payable			8,051				—
Current maturities of long-term debt			572,458				173,315
Total current liabilities			2,315,961				1,839,305
Other long-term liabilities			74,260				81,959
Deferred income taxes			44,762				—
Deferred proceeds from sale of The Shoppes at The Palazzo			243,928				243,928
Deferred gain on sale of The Grand Canal Shoppes			51,674				54,272
Deferred rent from mall transactions			147,802				149,074
Long-term debt			9,567,391				10,852,147
Total liabilities			12,445,778				13,220,685
Preferred stock, $0.001 par value, issued to Principal Stockholder’s family, 5,250,000 shares issued and outstanding, after allocation of fair value of attached warrants, aggregate redemption/liquidation value of $577,500			480,242				410,834
Commitments and contingencies (Note 10)
Equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 4,089,923 and 4,089,999 shares issued and outstanding with warrants to purchase up to 68,164,686 and 68,166,786 shares of common stock			234,603				234,607
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 661,140,737 and 660,322,749 shares issued and outstanding			661				660
Capital in excess of par value			5,166,396				5,114,851
Accumulated other comprehensive income			101,619				26,748
Retained earnings			608,260				473,833
Total Las Vegas Sands Corp. stockholders’ equity			6,111,539				5,850,699
Noncontrolling interests			1,210,438				1,089,888
Total equity			7,321,977				6,940,587
Total liabilities and equity		$	20,247,997			$	20,572,106

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
		(In thousands, except share and per share data)
						(Unaudited)
Revenues:
Casino		$	1,573,851			$	908,255			$	3,929,922			$	2,504,233
Rooms			208,160				155,673				579,709				492,030
Food and beverage			117,186				74,457				314,344				248,852
Convention, retail and other			147,179				95,604				370,660				304,976
			2,046,376				1,233,989				5,194,635				3,550,091
Less-promotional allowances			(137,604	)			(92,845	)			(356,499	)			(271,185	)
Net revenues			1,908,772				1,141,144				4,838,136				3,278,906
Operating expenses:
Casino			882,178				598,934				2,367,760				1,680,307
Rooms			36,866				28,096				100,593				93,387
Food and beverage			50,906				37,384				143,007				124,845
Convention, retail and other			70,603				56,349				194,333				178,826
Provision for doubtful accounts			37,833				29,272				72,986				70,989
General and administrative			193,476				127,189				492,654				372,292
Corporate expense			28,686				17,519				78,116				105,250
Rental expense			9,186				6,691				30,690				22,497
Pre-opening expense			10,107				28,855				97,684				115,619
Development expense			425				80				1,258				344
Depreciation and amortization			186,738				148,677				510,521				431,559
Impairment loss			16,057				—				16,057				151,175
(Gain) loss on disposal of assets			2,406				(284	)			40,577				4,500
			1,525,467				1,078,762				4,146,236				3,351,590
Operating income (loss)			383,305				62,382				691,900				(72,684	)
Other income (expense):
Interest income			2,661				1,599				6,367				9,840
Interest expense, net of amounts capitalized			(76,723	)			(88,514	)			(231,875	)			(224,503	)
Other income (expense)			6,444				(1,564	)			(6,205	)			(6,534	)
Loss on modification or early retirement of debt			(21,692	)			(204	)			(18,555	)			(204	)
Income (loss) before income taxes			293,995				(26,301	)			441,632				(294,085	)
Income tax expense			(25,161	)			(54,316	)			(46,436	)			(641	)
Net income (loss)			268,834				(80,617	)			395,196				(294,726	)
Net (income) loss attributable to noncontrolling interests			(54,337	)			4,111				(121,311	)			7,674
Net income (loss) attributable to Las Vegas Sands Corp.			214,497				(76,506	)			273,885				(287,052	)
Preferred stock dividends			(23,350	)			(23,350	)			(70,050	)			(69,676	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			(23,136	)			(23,136	)			(69,408	)			(69,408	)
Net income (loss) attributable to common stockholders		$	168,011			$	(122,992	)		$	134,427			$	(426,136	)
Basic earnings (loss) per share		$	0.25			$	(0.19	)		$	0.20			$	(0.65	)
Diluted earnings (loss) per share		$	0.21			$	(0.19	)		$	0.17			$	(0.65	)
Weighted average shares outstanding:
Basic			660,836,841				660,245,590				660,495,783				655,687,503
Diluted			789,156,247				660,245,590				782,156,007				655,687,503

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Equity and Comprehensive Income (Loss)

		Las Vegas Sands Corp. Stockholders’ Equity
																		Accumulated
														Capital in				Other								Total
		Preferred				Common				Treasury				Excess of				Comprehensive				Retained				Comprehensive				Noncontrolling
		Stock				Stock				Stock				Par Value				Income				Earnings				Income (Loss)				Interests				Total
		(In thousands)
		(Unaudited)
Balance at January 1, 2009		$	298,066			$	642			$	—			$	3,090,292			$	17,554			$	1,015,554							$	3,073			$	4,425,181
Net loss			—				—				—				—				—				(287,052	)			(287,052	)			(7,674	)			(294,726	)
Currency translation adjustment			—				—				—				—				8,438				—				8,438				—				8,438
Total comprehensive loss																											(278,614	)			(7,674	)			(286,288	)
Tax shortfall from stock-based compensation			—				—				—				(4,275	)			—				—								—				(4,275	)
Stock-based compensation			—				—				—				35,475				—				—								—				35,475
Purchase of treasury stock			—				—				(13	)			—				—				—								—				(13	)
Exercise of warrants			(63,459	)			18				—				63,441				—				—								—				—
Contribution from noncontrolling interest			—				—				—				—				—				—								41				41
Deemed contribution from Principal Stockholder			—				—				—				481				—				—								—				481
Dividends declared, net of amounts previously accrued			—				—				—				—				—				(64,493	)							—				(64,493	)
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(6,854	)							—				(6,854	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(69,408	)							—				(69,408	)
Balance at September 30, 2009		$	234,607			$	660			$	(13	)		$	3,185,414			$	25,992			$	587,747							$	(4,560	)		$	4,029,847
Balance at January 1, 2010		$	234,607			$	660			$	—			$	5,114,851			$	26,748			$	473,833							$	1,089,888			$	6,940,587
Net income			—				—				—				—				—				273,885				273,885				121,311				395,196
Currency translation adjustment			—				—				—				—				74,871				—				74,871				(481	)			74,390
Total comprehensive income																											348,756				120,830				469,586
Exercise of stock options			—				1				—				6,395				—				—								—				6,396
Tax shortfall from stock-based compensation			—				—				—				(195	)			—				—								—				(195	)
Stock-based compensation			—				—				—				42,674				—				—								2,065				44,739
Exercise of warrants			(4	)			—				—				9				—				—								—				5
Deemed contribution from Principal Stockholder			—				—				—				317				—				—								—				317
Acquisition of remaining shares of noncontrolling interest			—				—				—				2,345				—				—								(2,345	)			—
Dividends declared, net of amounts previously accrued			—				—				—				—				—				(63,196	)							—				(63,196	)
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(6,854	)							—				(6,854	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(69,408	)							—				(69,408	)
Balance at September 30, 2010		$	234,603			$	661			$	—			$	5,166,396			$	101,619			$	608,260							$	1,210,438			$	7,321,977

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

		Nine Months Ended
		September 30,
		2010				2009
		(In thousands)
		(Unaudited)
Cash flows from operating activities:
Net income (loss)		$	395,196			$	(294,726	)
Adjustments to reconcile net income (loss) to net cash generated from operating activities:
Depreciation and amortization			510,521				431,559
Amortization of leasehold interests in land included in rental expense			30,690				19,621
Amortization of deferred financing costs and original issue discount			29,885				21,794
Amortization of deferred gain and rent			(3,870	)			(3,871	)
Loss on modification or early retirement of debt			3,756				204
Impairment and loss on disposal of assets			56,634				155,675
Stock-based compensation expense			42,552				32,914
Provision for doubtful accounts			72,986				70,989
Foreign exchange (gain) loss			1,183				(238	)
Deferred income taxes			58,042				15,438
Non-cash contribution from Principal Stockholder included in corporate expense			317				481
Changes in operating assets and liabilities:
Accounts receivable			(219,592	)			(60,810	)
Inventories			(479	)			2,685
Prepaid expenses and other			(6,371	)			40,201
Leasehold interests in land			(17,199	)			(16,094	)
Accounts payable			16,912				7,483
Accrued interest payable			(3,920	)			(2,881	)
Income taxes payable			8,052				—
Other accrued liabilities			232,703				111,995
Net cash generated from operating activities			1,207,998				532,419
Cash flows from investing activities:
Changes in restricted cash			(836,805	)			(35,394	)
Capital expenditures			(1,650,264	)			(1,539,078	)
Proceeds from disposal of property and equipment			5,951				3,894
Purchases of investments			(173,774	)			—
Proceeds from investments			173,774				—
Acquisition of gaming license and certificate and other intangible assets			(44,599	)			—
Net cash used in investing activities			(2,525,717	)			(1,570,578	)
Cash flows from financing activities:
Proceeds from exercise of stock options			6,396				—
Proceeds from exercise of warrants			5				—
Dividends paid to preferred stockholders			(70,050	)			(71,347	)
Purchase of treasury stock			—				(13	)
Proceeds from long-term debt (Note 4)			1,399,157				1,434,874
Repayments on long-term debt (Note 4)			(2,524,602	)			(227,325	)
Contribution from noncontrolling interest			—				41
Payments of deferred financing costs			(65,823	)			(44,759	)
Net cash generated from (used in) financing activities			(1,254,917	)			1,091,471
Effect of exchange rate on cash			11,932				370
Increase (decrease) in cash and cash equivalents			(2,560,704	)			53,682
Cash and cash equivalents at beginning of period			4,955,416				3,038,163
Cash and cash equivalents at end of period		$	2,394,712			$	3,091,845
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized		$	205,343			$	205,167
Cash payments for taxes, net of refunds		$	175			$	(69,604	)
Changes in construction payables		$	(207,574	)		$	47,708
Non-cash investing and financing activities:
Capitalized stock-based compensation costs		$	2,187			$	2,561
Property and equipment acquired under capital lease		$	3,549			$	25,567
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family		$	6,854			$	6,854
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family		$	69,408			$	69,408
Acquisition of remaining shares of noncontrolling interest		$	2,345			$	—
Warrants exercised and settled through tendering of preferred stock		$	4			$	63,459

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

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2009. The year-end balance sheet data was derived from audited financial statements, except as discussed below, but does not include all disclosures required by generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

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

Operations

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; an enclosed retail, dining and entertainment complex located within The Venetian Las Vegas of approximately 440,000 net leasable square feet (“The Grand Canal Shoppes”), which was sold to GGP Limited Partnership (“GGP”) in 2004; and an enclosed retail and dining complex located within The Palazzo of approximately 400,000 net leasable square feet (“The Shoppes at The Palazzo”), which was sold to GGP in February 2008. See “— Note 2 — Property and Equipment, Net” regarding the sale of The Shoppes at The Palazzo.

Pennsylvania

The Company is in the process of developing 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 is also expected to be home to the National Museum of Industrial History, an arts and cultural center, and the broadcast home of the local PBS affiliate. The Company owns 86% of the economic interest of 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 of the retail portion of the property through its ownership interest in Sands Bethworks Retail, LLC.

On May 22, 2009, the Company opened the casino component of Sands Bethlehem, which features slot machines and several food and beverage offerings, as well as the parking garage and surface parking. In April 2010, the Company recommenced construction of a 300-room hotel tower, which is expected to open in the second quarter of 2011. In May 2010, the Company paid a $16.5 million table game licensing fee and in July 2010 was issued its table games certificate by the Pennsylvania Gaming Control Board and commenced table games operations. Construction activities on the remaining components, which include an approximate 200,000-square-foot retail facility, a 50,000-square-foot multipurpose event center and a variety of additional dining options, have been suspended temporarily and are intended to recommence when capital markets and general economic conditions improve and when the suspended components are able to be financed. As of September 30, 2010, the Company has capitalized construction costs of $644.3 million for this project (including $13.1 million in outstanding construction payables). The Company expects to spend approximately $45.0 million to complete construction of the hotel tower, on furniture, fixtures and equipment (“FF&E”) and other costs, and to pay outstanding construction payables, as noted above. The impact of the suspension on the estimated overall cost of the project’s remaining components is currently not determinable with certainty.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Macau

The Company owns 70.3% of SCL, which includes the operations of the Sands Macao, The Venetian Macao, Four Seasons 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 Sands Macao, the first Las Vegas-style casino in Macau. The Sands Macao offers approximately 229,000 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.

The Company also owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip^tm, the Company’s master-planned development of integrated resort properties in Macau. With a theme similar to that of The Venetian Las Vegas, The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 550,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; retail and dining space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

The Company owns the Four Seasons Hotel Macao, Cotai Strip^tm (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 features approximately 70,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 211,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip^tm (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and expects to subsequently monetize units within the Four Seasons Apartments subject to market conditions and obtaining the necessary government approvals. As of September 30, 2010, the Company has capitalized construction costs of $1.07 billion for the entire project (including $18.3 million in outstanding construction payables). The Company expects to spend approximately $130.0 million primarily on additional costs to complete the Four Seasons Apartments, including FF&E, pre-opening costs and additional land premiums, and to pay outstanding construction payables, as noted above.

Singapore

The Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development agreement (the “Development Agreement”) with the Singapore Tourism Board (the “STB”) to build and operate an integrated resort called Marina Bay Sands in Singapore. Marina Bay Sands, portions of which opened on April 27, 2010, is expected to include three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark^tm (which sits atop the hotel towers and features an infinity swimming pool and several dining options), a casino, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.3 million square feet, theaters and a landmark iconic structure at the bay-front promenade that will contain an art/science museum. As of September 30, 2010, the Company has capitalized 7.23 billion Singapore dollars (“SGD,” approximately $5.49 billion at exchange rates in effect on September 30, 2010) in costs for this project, including the land premium and SGD 505.0 million (approximately $383.7 million at exchange rates in effect on September 30, 2010) in outstanding construction payables. The Company expects to spend approximately SGD 1.2 billion (approximately $0.9 billion at exchange rates in effect on September 30, 2010) through 2011 on additional costs to complete the construction of the integrated resort, FF&E, pre-opening and other costs, and to pay outstanding construction payables, as noted above, of which approximately SGD 340 million (approximately $260 million at exchange rates in effect on September 30, 2010) is expected to be spent during 2010. As the Company has obtained Singapore-denominated financing and primarily pays its costs in Singapore dollars, its exposure to foreign exchange gains and losses is expected to be minimal. Based on its current development plan, the Company expects to progressively open the majority of Marina Bay Sands throughout 2010.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Development Projects

The Company has suspended portions of its development projects to focus its development efforts on those projects with the highest expected rates of return on invested capital. Should general economic conditions fail to improve, if the Company is unable to obtain sufficient funding such that completion of its suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of the Company’s investment to date on its suspended projects could be lost and would result in an impairment charge. In addition, the Company may be subject to penalties under the termination clauses in its construction contracts or termination rights under its management contracts with certain hotel management companies.

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 and expects that it will take approximately 18 months thereafter to complete construction of the project. As of September 30, 2010, the Company has capitalized construction costs of $176.2 million for this project. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.

Macau

The Company submitted plans to the Macau government for its other Cotai Strip developments, which represent three integrated resort developments, in addition to The Venetian Macao and Four Seasons Macao, on an area of approximately 200 acres (which are referred to as parcels 3, 5 and 6, and 7 and 8). Subject to the approval from the Macau government, the developments are expected to include hotels, exhibition and conference facilities, gaming areas, showrooms, shopping malls, spas, restaurants, entertainment facilities and other amenities. The Company had commenced construction or pre-construction on these developments and plans to operate the related gaming areas under the Company’s Macau gaming subconcession.

The Company is staging the construction of its integrated resort development on parcels 5 and 6. Upon completion of phases I and II of the project, the integrated resort is expected to feature approximately 6,000 hotel rooms, approximately 300,000 square feet of gaming space, approximately 1.2 million square feet of retail, entertainment and dining facilities, exhibition and conference facilities and a multipurpose theater. Phase I of the project is expected to include two hotel towers with approximately 3,700 hotel rooms to be managed by Shangri-La International Hotel Management Limited (“Shangri-La”) under its Shangri-La and Traders brands and Sheraton International Inc. and Sheraton Overseas Management Co. (collectively “Starwood”) under its Sheraton brand, as well as completion of the structural work of an adjacent hotel tower with approximately 2,300 rooms to be managed by Starwood under its Sheraton brand. Phase I will also include the gaming space and a partial opening of the retail and exhibition and conference facilities. The total cost to complete phase I is expected to be approximately $2.0 billion. Phase II of the project includes completion of the additional Sheraton hotel tower, the theater and the remaining retail facilities. The total cost to complete phase II is expected to be approximately $300 million. Phase III of the project is expected to include a fourth hotel and mixed-use tower to be managed by Starwood under its St. Regis brand and the total cost is expected to be approximately $450 million. In connection with the Company entering into the $1.75 billion Venetian Orient Limited (“VOL”) credit facility (see “— Note 4 — Long-term Debt — VOL Credit Facility”) to be used together with $500.0 million of proceeds from the SCL Offering, the Company is mobilizing to recommence construction. The Company is currently working with the Macau government to obtain sufficient construction labor for the project. Until adequate labor quotas are received, the timing of the completion of phases I and II is currently not determinable with certainty; however, the Company is progressing on alternative scenarios for completion of selected portions of phases I and II with the construction labor currently onsite. The Company intends to commence construction of phase III of the project as demand and market conditions warrant it. As of September 30, 2010, the Company has capitalized construction costs of $1.88 billion for the entire project (including $134.2 million in outstanding construction payables). The Company’s management agreements with Starwood and Shangri-La impose certain construction deadlines and opening obligations on the Company and certain past and/or anticipated delays, as described above, would allow Starwood and Shangri-La to terminate their respective agreements. See “— Note 10 — Commitments and Contingencies — Other Agreements.”

The Company had commenced pre-construction on parcels 7 and 8 and 3, and has capitalized construction costs of $102.4 million for parcels 7 and 8 and $34.5 million for parcel 3 as of September 30, 2010. The Company intends to commence construction after the integrated resort on parcels 5 and 6 is complete, necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

The impact of the delayed construction on the Company’s previously estimated cost to complete its Cotai Strip developments is currently not determinable with certainty. As of September 30, 2010, the Company has capitalized an aggregate of $6.0 billion in costs for its Cotai Strip developments, including The Venetian Macao and Four Seasons Macao, as well as the Company’s investments in transportation infrastructure, including its passenger ferry service operations. In addition to funding phases I and II of parcels 5 and 6 with the $1.75 billion VOL credit facility, the Company will need to arrange additional financing to fund the balance of its Cotai Strip developments and there is no assurance that the Company will be able to obtain any of the additional financing required.

Land concessions in Macau generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macau law. The Company has received a land concession from the Macau government to build on parcels 1, 2 and 3, including the sites on which The Venetian Macao (parcel 1) and Four Seasons Macao (parcel 2) are located. In November 2009, the Company made an initial premium payment of 700.0 million patacas (approximately $87.6 million at exchange rates in effect on September 30, 2010) for the land concession on parcels 5 and 6, which became effective in May 2010 when it was published in Macau’s Official Gazette. The Company does not own these land sites in Macau; however, the land concession grants the Company exclusive use of the land. As specified in the land concession, the Company is required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concession by the Macau government or in seven semi-annual installments (provided that the outstanding balance is due upon the completion of the corresponding integrated resort), as well as annual rent for the term of the land concession. Based on historical experience with the Macau government with respect to the Company’s land concessions for the Sands Macao and parcels 1, 2, 3 and 5 and 6, management believes that the land concession for parcels 7 and 8 will be granted; however, if the Company does not obtain land concession, the Company could forfeit all or a substantial portion of its $102.4 million in capitalized construction costs, as of September 30, 2010, related to its development on parcels 7 and 8.

Under the Company’s land concession for parcel 3, the Company was initially required to complete the corresponding development by August 2011. The Macau government has granted the Company a two-year extension to complete the development of parcel 3, which now must be completed by April 2013. The land concession for parcels 5 and 6 contains a similar requirement that the corresponding development be completed by May 2014 (48 months from the date the land concession became effective). The Company believes that if it is not able to complete the developments by the respective deadlines, it will likely be able to obtain extensions from the Macau government; however, no assurances can be given that additional extensions will be granted. If the Company is unable to meet the deadlines and those deadlines are not extended, it could lose its land concessions for parcels 3 and 5 and 6, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could forfeit all or a substantial portion of its $34.5 million and $1.88 billion in capitalized construction costs, as of September 30, 2010, related to its developments on parcels 3 and 5 and 6, respectively.

Other

When the current economic environment and access to capital improve, the Company may continue exploring the possibility of developing and operating additional properties, including integrated resorts, in additional Asian and U.S. jurisdictions, and in Europe.

Development Financing Strategy

Through September 30, 2010, the Company has funded its development projects primarily through borrowings under its U.S., Macau and Singapore credit facilities, operating cash flows, proceeds from its recent equity offerings and proceeds from the disposition of non-core assets.

The U.S. credit facility, as amended in August 2010, requires the Company’s Las Vegas operations to comply with certain financial covenants at the end of each quarter, including maintaining a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 6.5x for the quarterly periods ended September 30, 2010 through June 30, 2011, decreases to 6.0x for the quarterly periods ended September 30 and December 31, 2011, decreases to 5.5x for the quarterly periods ended March 31 and June 30, 2012, and then decreases to 5.0x for all quarterly periods thereafter through maturity. The Macau credit facility, as amended in August 2009, requires the Company’s Macau operations 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 ended September 30 and December 31, 2010, and then decreases to 3.0x for all quarterly periods thereafter through maturity. The Company can elect to contribute up to $50 million and $20 million of cash on hand to its Las Vegas and Macau operations, respectively, on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA by the corresponding amount during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio (the “EBITDA true-up”). If the Company is unable to maintain compliance with the financial covenants under these credit facilities, it would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under the Company’s airplane financings, which, if the respective lenders chose to accelerate the indebtedness outstanding under these agreements, would result in a default under the Company’s senior notes. A default under the Macau credit facility would trigger a cross-default under the Company’s ferry financing. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that the Company would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force the Company to restructure or alter its operations or debt obligations.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

In 2008, the Company completed a $475.0 million convertible senior notes offering and a $2.1 billion common and preferred stock and warrants offering. In 2009, the Company completed a $600.0 million exchangeable bond offering and its $2.5 billion SCL Offering. A portion of the proceeds from these offerings was used in the U.S. to pay down $775.9 million under the revolving portion of the U.S. credit facility in March 2010 and $1.0 billion under the term loan portions of the U.S. credit facility in August 2010, and to exercise the EBITDA true-up provision during the quarterly periods ended March 31 and September 30, 2010, and was contributed to Las Vegas Sands, LLC (“LVSLLC”) to reduce its net debt in order to maintain compliance with the maximum leverage ratio for the quarterly periods during the nine months ended September 30, 2010.

The Company held unrestricted and restricted cash and cash equivalents of approximately $2.39 billion and $959.7 million, respectively, as of September 30, 2010. The Company believes that the cash on hand, cash flow generated from operations and available borrowings under its credit facilities will be sufficient to fund its development plans and maintain compliance with the financial covenants of its U.S. and Macau credit facilities. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof. In August 2010, the Company completed an amendment to its U.S. credit facility, which included a $1.0 billion pay down of its term loans and a reduction of its revolving credit facility commitments in exchange for the extension of certain maturities and other modifications to the credit agreement, thereby increasing the Company’s financial flexibility. Additionally, in connection with the $1.75 billion VOL credit facility to be used together with $500.0 million of proceeds from the SCL Offering, the Company is mobilizing to recommence construction of the Company’s Cotai Strip development on parcels 5 and 6.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance for variable interest entities (“VIEs”), which changes the approach to determining the primary beneficiary of a VIE and requires companies to more frequently assess whether they must consolidate VIEs. In December 2009, the FASB supplemented its authoritative guidance for VIE’s, which establishes new criteria for consolidation based on power to direct the activities of a VIE that would significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The new guidance does not allow grandfathering of existing structures and is effective January 1, 2010. The application of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows. See “— Note 6 — Variable Interest Entities.”

In January 2010, the FASB issued authoritative guidance for fair value measurements, which requires new disclosures regarding significant transfers in and out of Level 1 and 2 fair value measurements and gross presentation of activity within the reconciliation for Level 3 fair value measurements. The guidance also clarifies existing requirements on the level of disaggregation and required disclosures regarding inputs and valuation techniques for both recurring and nonrecurring Level 2 and 3 fair value measurements. The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of gross presentation of Level 3 activity, which is effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of this guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows. See “— Note 9 — Fair Value Measurements” for the required disclosure.

In April 2010, the FASB issued authoritative guidance for companies that generate revenue from gaming activities that involve base jackpots, which requires companies to accrue for a liability and charge a jackpot (or portion thereof) to revenue at the time the company has the obligation to pay the jackpot. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2010. Base jackpots are currently not accrued for by the Company until it has the obligation to pay such jackpots. As such, the application of this guidance will not have a material effect on the Company’s financial condition, results of operations or cash flows.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Revision

In connection with the preparation of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, the Company revised its December 31, 2009, condensed consolidated balance sheet and condensed consolidated statements of equity and comprehensive income (loss) to appropriately reflect the impact of the issuance of SCL shares upon its initial public offering. This revision resulted in a $655.7 million increase in the noncontrolling interests balance with a corresponding reduction to capital in excess of par value. The revision, which the Company determined is not material, had no impact on total equity, results of operations or cash flows.

Reclassification

The Company reclassified its intangible assets, net of amortization, as of December 31, 2009, which was previously included in other assets, net, to conform to the current presentation (see “— Note 3 — Intangible Assets, Net”). The reclassification had no effect on the Company’s financial condition, results of operations or cash flows.

NOTE 2 — PROPERTY AND EQUIPMENT, NET

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

		September 30,				December 31,
		2010				2009
Land and improvements		$	412,642			$	353,791
Building and improvements			10,651,246				6,898,071
Furniture, fixtures, equipment and leasehold improvements			1,953,270				1,703,792
Transportation			402,819				403,256
Construction in progress			3,206,879				5,647,986
			16,626,856				15,006,896
Less — accumulated depreciation and amortization			(2,154,991	)			(1,655,625	)
		$	14,471,865			$	13,351,271

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

		September 30,				December 31,
		2010				2009
Other Macau Development Projects (principally Cotai Strip parcels 5 and 6)		$	2,051,157			$	1,915,587
Marina Bay Sands			498,671				3,119,935
Four Seasons Macao (principally the Four Seasons Apartments)			377,996				328,300
Sands Bethlehem			93,090				85,159
Other			185,965				199,005
		$	3,206,879			$	5,647,986

The $186.0 million in other construction in progress consists primarily of construction of the Las Vegas Condo Tower, other projects in Las Vegas and at The Venetian Macao and Sands Macao.

As of September 30, 2010, the Company has received proceeds of $295.4 million from the sale of The Shoppes at The Palazzo; however, the final purchase price will be determined in accordance with the agreement between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Agreement”) based on net operating income (“NOI”) of The Shoppes at The Palazzo calculated 30 months after the closing date of the sale, as defined under the Agreement (the “Final Purchase Price”) and subject to certain later audit adjustments. Given the economic and market conditions facing retailers on a national and local level, tenants are facing economic challenges that have had an effect, and may have a future effect, on the calculation of NOI. Approximately $282.1 million of property and equipment (net of $29.3 million of accumulated depreciation), which was sold to GGP, is included in the condensed consolidated balance sheet as of September 30, 2010. In April 2009, GGP and its subsidiary that owns The Shoppes at The Palazzo filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 Cases”). The United States Bankruptcy Court for the Southern District of New York entered orders approving the plans of reorganization of GGP and the subsidiary that owns The Shoppes at The Palazzo on October 21 and April 29, 2010, respectively. Under the confirmed plans of reorganization, the only impaired creditors were mortgage holders. The Company will continue to review the Chapter 11 Cases and the projected financial performance of the tenants to be included in the NOI calculation, and will adjust the estimates of NOI and capitalization rates as additional information is received. The Company and GGP have entered into several amendments to the Agreement to defer the time to reach agreement on the Final Purchase Price as both parties are continuing to work on various matters related to the calculation of NOI. The Company may be required to record a loss on the sale in the future depending on the resolution of such matters and the resulting agreed upon Final Purchase Price.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

The cost and accumulated depreciation of property and equipment that the Company is leasing to tenants as part of its mall operations in Macau was $416.9 million and $68.4 million, respectively, as of September 30, 2010. The cost and accumulated depreciation of property and equipment that the Company is leasing under capital lease arrangements is $29.6 million and $2.8 million, respectively, as of September 30, 2010.

During the three and nine months ended September 30, 2010 and the three and nine months ended September 30, 2009, the Company capitalized interest expense of $32.0 million, $74.3 million, $16.9 million and $45.1 million, respectively.

As described in “— Note 1 — Organization and Business of Company — Development Projects,” the Company suspended portions of its development projects given the conditions in the capital markets and the global economy and their impact on the Company’s ongoing operations. If circumstances change, the Company may be required to record an impairment charge related to these developments in the future.

NOTE 3 — INTANGIBLE ASSETS, NET

Intangible assets consist of the following (in thousands):

		September 30,				December 31,
		2010				2009
Gaming licenses and certificate		$	94,992			$	50,000
Less — accumulated amortization			(4,089	)			—
			90,903				50,000
Trademarks and other			1,008				263
Less — accumulated amortization			(176	)			(134	)
			832				129
Total intangible assets, net		$	91,735			$	50,129

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 2010, the Company was issued a gaming license from the Singapore Casino Regulatory Authority (the “CRA”) for its gaming operations at Marina Bay Sands, which was acquired for SGD 37.5 million (approximately $28.5 million at exchange rates in effect on September 30, 2010). This license is being amortized over its three-year term and is renewable upon submitting a renewal application, paying the applicable license fee and meeting the renewal requirements as determined by the CRA.

NOTE 4 — LONG-TERM DEBT

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

		September 30,				December 31,
		2010				2009
Corporate and U.S. Related:
Senior Secured Credit Facility — Term B		$	2,162,680			$	2,925,000
Senior Secured Credit Facility — Delayed Draws I and II			722,090				987,000
Senior Secured Credit Facility — Revolving			—				775,860
6.375% Senior Notes (net of original issue discount of $763 and $1,164, respectively)			188,949				248,836
FF&E Facility			—				108,550
Airplane Financings			79,344				82,110
HVAC Equipment Lease			23,425				24,717
Other			4,095				4,778
Macau Related:
Macau Credit Facility — Term B			1,488,289				1,501,789
Macau Credit Facility — Term B Delayed			578,779				584,029
Macau Credit Facility — Revolving			—				479,640
Macau Credit Facility — Local Term			41,325				67,697
VOL Credit Facility — Term			750,963				—
Ferry Financing			184,316				210,762
Other			11,737				11,016
Singapore Related:
Singapore Credit Facility			3,901,558				3,013,678
Other			2,299				—
			10,139,849				11,025,462
Less — current maturities			(572,458	)			(173,315	)
Total long-term debt		$	9,567,391			$	10,852,147

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Senior Secured Credit 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 (see “— Note 1 — Organization and Business of Company — Development Financing Strategy”). Certain lenders elected to extend the maturity of $1.42 billion in aggregate principal amount of the Term B Facility to November 2016, $284.5 million in aggregate principal amount of the Delayed Draw I Facility to November 2016, $207.9 million in aggregate principal amount of the Delayed Draw II Facility to November 2015 (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 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. The credit spread for the Extended Term Loans increased 100 basis points to 1.75% per annum for borrowings bearing interest at a base rate or 2.75% per annum at an adjusted Eurodollar rate. The credit spread for the Extended Revolving Facility increased 75 basis points to 1.25% per annum for borrowings bearing interest at a base rate or 2.25% per annum at an adjusted Eurodollar rate. These credit spreads are subject to downward adjustments in certain circumstances if the Company’s corporate credit rating is increased. As a result of the repayment and amendment, the Company recorded a $21.2 million loss on modification or early retirement of debt during the three and nine months ended September 30, 2010.

During the nine months ended September 30, 2010, the Company paid down $775.9 million under the Revolving Facility, in addition to the pay down of $1.0 billion of the Extended Term Loans as described above. As of September 30, 2010, the Company had $640.5 million of available borrowing capacity under the Senior Secured Credit Facility, net of outstanding letters of credit and undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

FF&E Credit Facility

In August 2010, the Company repaid the outstanding $91.8 million balance under the FF&E Credit Facility and incurred a $0.5 million loss on early retirement of debt during the three and nine months ended September 30, 2010.

Senior Notes

During the nine months ended September 30, 2010, the Company repurchased $60.3 million of the outstanding principal of the Senior Notes and recorded a $3.4 million gain on extinguishment of debt in connection with the repurchase.

Macau Credit Facility

During the nine months ended September 30, 2010, the Company paid down $479.6 million under the revolving portion of its Macau Credit Facility. As of September 30, 2010, the Company had $595.3 million of available borrowing capacity under the Macau Credit Facility, net of undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

VOL Credit Facility

On May 17, 2010, a subsidiary of the Company, VOL (owner and developer of the integrated resort on Cotai Strip parcels 5 and 6), entered into a credit agreement (the “VOL Credit Facility”) providing for up to $1.75 billion (or equivalent in Hong Kong dollars or Macau patacas), which consists of a $750.0 million term loan (the “VOL Term Facility”) that was fully drawn on July 16, 2010, a $750.0 million delayed draw term loan available for 18 months after closing (the “VOL Delayed Draw Facility”) and a $250.0 million revolving facility (the “VOL Revolving Facility”). As of September 30, 2010, the Company had not drawn any amounts under the VOL Delayed Draw Facility or VOL Revolving Facility.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

The indebtedness under the VOL Credit Facility is guaranteed by any future restricted subsidiaries of VOL. The obligations under the VOL Credit Facility are collateralized by a first-priority security interest in substantially all of VOL’s assets, other than (1) capital stock and similar ownership interests, (2) certain furniture, fixtures, fittings and equipment and (3) certain other excluded assets.

The VOL Credit Facility matures on June 16, 2015, with VOL required to repay or prepay the VOL Credit Facility under certain circumstances. Commencing on March 31, 2013, and at the end of each subsequent quarter in 2013, VOL is required to repay the outstanding VOL Term and Delayed Draw Facilities on a pro rata basis in an amount equal to 5% of the aggregate principal amount of term loans outstanding as of November 17, 2011. Commencing on March 31, 2014, and at the end of each subsequent quarter in 2014, VOL is required to repay the outstanding VOL Term and Delayed Draw Facilities on a pro rata bases in an amount equal to 7.5% of the aggregate principal amount of term loans outstanding as of November 17, 2011. In addition, commencing with December 31, 2013, and the end of each fiscal year thereafter, VOL is required to further repay the outstanding VOL Term and Delayed Draw Facilities on a pro rata basis with 50%, subject to downward adjustments if certain conditions are met, of its excess free cash flow (as defined by the VOL Credit Facility).

Borrowings under the VOL 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 the Hong Kong Interbank Offered Rate (“HIBOR,” in the case of Hong Kong dollar and Macau pataca denominated loans), as applicable, plus a spread of 4.5% per annum. VOL will pay standby fees of 2.0% per annum on the undrawn amounts under the VOL Term and Delayed Draw Facilities and 1.5% per annum on the undrawn amounts under the VOL Revolving Facility.

The VOL Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on liens, annual capital expenditures other than project costs, incurrence of indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments and other distributions, affiliate transactions and use of proceeds from the facility. The VOL Credit Facility also requires VOL to comply with financial covenants as of the first full quarter beginning six months after the commencement of substantial operations of phases I and II of the integrated resort on Cotai Strip parcels 5 and 6, including maximum ratios of total indebtedness to Adjusted EBITDA and minimum ratios of Adjusted EBITDA to total interest expense. The VOL Credit Facility also contains events of default customary for such financings.

Singapore Credit Facility

As of September 30, 2010, the Company had SGD 46.4 million (approximately $35.2 million at exchange rates in effect on September 30, 2010) of available borrowing capacity under the Singapore Credit Facility, net of outstanding banker’s guarantees.

Cash Flows from Financing Activities

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

		Nine Months Ended
		September 30,
		2010				2009
Proceeds from Singapore Credit Facility		$	647,988			$	824,986
Proceeds from VOL Credit Facility			751,169				—
Proceeds from Exchangeable Bonds			—				600,000
Proceeds from Ferry Financing			—				9,888
		$	1,399,157			$	1,434,874
Repayments on Senior Secured Credit Facility		$	(1,803,090	)		$	(30,000	)
Repayments on Macau Credit Facility			(524,701	)			(150,074	)
Repayments on Singapore Credit Facility			—				(18,223	)
Repayments on Senior Notes			(56,675	)			—
Repayments on Ferry Financing			(26,331	)			—
Repayments on Airplane Financings			(2,766	)			(2,766	)
Repayments on HVAC Equipment Lease			(1,293	)			(421	)
Repayments on FF&E Facility and Other Long-Term Debt			(109,746	)			(25,841	)
		$	(2,524,602	)		$	(227,325	)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of September 30, 2010, was approximately $9.40 billion, compared to its carrying value of $10.11 billion. As of December 31, 2009, the estimated fair value of the Company’s long-term debt was approximately $9.66 billion, compared to its carrying value of $11.0 billion. The estimated fair value of the Company’s long-term debt is based on quoted market prices, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates.

NOTE 5 — EQUITY AND EARNINGS (LOSS) PER SHARE

Preferred Stock and Warrants

Preferred stock dividend activity is as follows (in thousands):

				Preferred Stock
				Dividends Paid to				Preferred Stock
Board of Directors’				Principal				Dividends Paid to				Total Preferred Stock
Declaration Date		Payment Date		Stockholder’s Family				Public Holders				Dividends Paid
February 5, 2009		February 17, 2009		$	13,125			$	11,347			$	24,472
April 30, 2009		May 15, 2009			13,125				10,400				23,525
July 31, 2009		August 17, 2009			13,125				10,225				23,350
												$	71,347
February 5, 2010		February 16, 2010		$	13,125			$	10,225			$	23,350
May 4, 2010		May 17, 2010			13,125				10,225				23,350
July 29, 2010		August 16, 2010			13,125				10,225				23,350
												$	70,050
November 2, 2010		November 15, 2010		$	13,125			$	10,225			$	23,350

During the nine months ended September 30, 2010, holders of preferred stock exercised 126 warrants to purchase an aggregate of 2,099 shares of the Company’s common stock at $6.00 per share and tendered 76 shares of preferred stock and approximately $5,000 in cash as settlement of the warrant exercise price. During the nine months ended September 30, 2009, holders of the preferred stock exercised 1,106,301 warrants to purchase an aggregate of 18,438,384 shares of the Company’s common stock at $6.00 per share and tendered 1,106,301 shares of preferred stock as settlement of the warrant exercise price.

Subsequent to September 30, 2010, holders of preferred stock exercised 1,857,645 warrants to purchase an aggregate of 30,960,805 shares of the Company’s common stock at $6.00 per share for $185.8 million in cash as settlement of the warrant exercise price.

Earnings (Loss) Per Share

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share)			660,836,841				660,245,590				660,495,783				655,687,503
Potential dilution from stock options, restricted stock and warrants			128,319,406				—				121,660,224				—
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)			789,156,247				660,245,590				782,156,007				655,687,503
Antidilutive stock options, restricted stock and warrants excluded from the calculation of diluted earnings (loss) per share			8,570,205				170,653,596				9,098,805				170,653,596

Accumulated Comprehensive Income and Comprehensive Income (Loss)

As of September 30, 2010 and December 31, 2009, accumulated comprehensive income consisted solely of foreign currency translation adjustments.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Total comprehensive income (loss) consisted of the following (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Net income (loss)		$	268,834			$	(80,617	)		$	395,196			$	(294,726	)
Currency translation adjustment			78,886				11,194				74,390				8,438
Total comprehensive income (loss)			347,720				(69,423	)			469,586				(286,288	)
Less: comprehensive (income) loss attributable to noncontrolling interests			(58,004	)			4,111				(120,830	)			7,674
Comprehensive income (loss) attributable to Las Vegas Sands Corp.		$	289,716			$	(65,312	)		$	348,756			$	(278,614	)

NOTE 6 — VARIABLE INTEREST ENTITIES

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, which management determines such designation based on accounting standards for VIEs.

The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. In accordance with revised accounting standards, 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 September 30, 2010 and December 31, 2009, the Company’s joint ventures had total assets of $94.7 million and $105.6 million, respectively, and total liabilities of $75.3 million and $75.3 million, respectively.

NOTE 7 — INCOME TAXES

The Company’s major tax jurisdictions are the U.S., Macau and Singapore. In the U.S., during the three months ended September 30, 2010, the Internal Revenue Service (“IRS”) issued a Revenue Agent’s Report for years 2005 through 2008 proposing certain assessments. The Company disagrees with several of the proposed assessments and submitted a protest and a request for an appeals conference to the IRS. The Company anticipates that the appeals process will take an extended period of time to resolve and management does not believe that it is reasonably possible that these issues will be settled in the next twelve months. In the U.S., the Company is currently under examination for the 2009 year. In Macau and Singapore, the Company is subject to examination for years after 2005. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different than the Company’s expected outcome and impact the provision for income taxes.

During the three and nine months ended September 30, 2010, the Company settled certain tax matters with taxing authorities. As a result of these settlements, the Company reduced its unrecognized tax benefits by $32.9 million.

The Company recorded valuation allowances on the net deferred tax assets of the Company’s U.S. operations and certain foreign jurisdictions and does not anticipate recording an income tax benefit related to these deferred tax assets. The Company will reassess the realization of deferred tax assets based on accounting standards for income taxes each reporting period and will be able to reduce the valuation allowance 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 received a 5-year income tax exemption in Macau that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2013.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTE 8 — STOCK-BASED EMPLOYEE COMPENSATION

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, representing 10% of the outstanding shares of the SCL Offering. 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 September 30, 2010, there were 785,480,708 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 the historical volatilities from a selection of 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.

Stock-Based Compensation Activity

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Compensation expense:
Stock options		$	13,487			$	12,062			$	42,169			$	32,132
Restricted shares			133				(53	)			383				782
		$	13,620			$	12,009			$	42,552			$	32,914
Compensation cost capitalized as part of property and equipment		$	659			$	937			$	2,187			$	2,561
LVSC 2004 Plan:
Stock options granted			289				1,194				4,378				8,242
Weighted average grant date fair value		$	20.99			$	6.41			$	15.40			$	3.02
Restricted shares granted			2				—				16				66
Weighted average grant date fair value		$	28.90			$	—			$	25.37			$	7.38
SCL Equity Plan:
Stock options granted			4,553				—				24,929				—
Weighted average grant date fair value		$	1.12			$	—			$	1.05			$	—

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
LVSC 2004 Plan:
Weighted average volatility			89.0	%			79.6	%			92.7	%			75.5	%
Expected term (in years)			6.0				5.7				5.4				5.1
Risk-free rate			3.0	%			3.1	%			2.9	%			2.7	%
Expected dividends			—				—				—				—
SCL Equity Plan:
Weighted average volatility			73.3	%			—				73.6	%			—
Expected term (in years)			6.3				—				6.2				—
Risk-free rate			1.5	%			—				2.0	%			—
Expected dividends			—				—				—				—

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTE 9 — FAIR VALUE MEASUREMENTS

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

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

		Total Carrying				Fair Value Measurements as of September 30, 2010 Using:
		Value as of				Quoted Market				Significant Other				Significant
		September 30,				Prices in Active				Observable Inputs				Unobservable Inputs
		2010				Markets (Level 1)				(Level 2)				(Level 3)
Cash equivalents(1)		$	1,094,958			$	1,094,958			$	—			$	—
Interest rate caps(2)		$	1,139			$	—			$	1,139			$	—

NOTE 10 — 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.

Macau Operations

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macau 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 as 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. Oral argument on the appeal took place on September 2, 2010, and the Court has yet to issue a decision. The Company believes that it has valid bases in law and fact to overturn the verdict. As a result, the Company has concluded that it is not probable that it has incurred a loss relating to this matter. The Company believes a range of possible loss, which cannot be reasonably estimated at this time, is between zero and the amount of the judgment. 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 will be required to record a liability for an adverse outcome, which may include post judgment interest.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC”) filed an action against LVSI, VCR, Venetian Venture Development, William P. Weidner and David Friedman in the United States District Court for the District of Nevada (the “District Court”). The plaintiffs assert (i) breach of contract by LVSI, VCR and Venetian Venture Development of an agreement under which AAEC would work to obtain a gaming license in Macau and, if successful, AAEC would jointly operate a casino, hotel and related facilities in Macau with Venetian Venture Development and Venetian Venture Development would receive fees and a minority equity interest in the venture and (ii) breach of fiduciary duties by all of the defendants. The plaintiffs have requested an unspecified amount of actual, compensatory and punitive damages, and disgorgement of profits related to the Company’s Macau gaming license. The Company filed a motion to dismiss on July 11, 2007. On August 1, 2007, the District Court granted the defendants’ motion to dismiss the complaint against all defendants without prejudice. The plaintiffs appealed this decision and subsequently, the Ninth Circuit Court of Appeals (the “Circuit Court”) decided that AAEC was not barred from asserting claims that the written agreement was breached prior to its expiration on January 15, 2002. The Circuit Court remanded the case back to the District Court for further proceedings on this issue and discovery has recently begun. The plaintiffs’ counsel filed a motion to withdraw from representing the plaintiffs on December 15, 2009, and it was granted by the Magistrate on January 12, 2010. On February 11, 2010, the Magistrate filed a recommendation that the case be dismissed in the court docket. The plaintiffs had until February 28, 2010, to file any objections thereto. None were filed and the District Court entered an order on April 16, 2010, dismissing the case. The plaintiff’s did not timely file an appeal of the District Court’s order dismissing the case and this matter has been closed.

On October 16, 2009, the Company received a letter from counsel to Far East Consortium International Ltd. (“FEC”) notifying the Company that it may pursue various claims seeking, among other things, monetary damages and an entitlement to an ownership interest in any development projects on parcel 3 in Macau, which the Company will own and operate. The Company believes such claims are based on a non-legally binding memorandum of agreement that expired by its terms in 2005. The Company intends to vigorously contest any claims or lawsuits that may be brought by FEC.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County, Nevada, alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that it is currently unable to determine the probability of the outcome of this matter. The Company intends to vigorously defend this matter.

China Matters

The State Administration of Foreign Exchange in China (“SAFE”) regulates foreign currency exchange transactions and other business dealings in China. SAFE has made inquiries and requested and obtained documents relating to certain payments made by the Company’s wholly foreign-owned enterprises (“WFOEs”) to counterparties and other vendors in China. These WFOEs were established to conduct non-gaming marketing activities in China and to create goodwill in China and Macau for the Company’s operations in Macau. SAFE has now concluded its investigation of these matters and recently issued a preliminary penalty decision notice that it would impose a penalty of approximately 10.8 million renminbi (approximately $1.6 million at exchange rates in effect on September 30, 2010) against one of the Company’s WFOEs. SAFE’s decision will become final shortly, unless the WOFE formally contests the penalty. The Company does not believe that the WFOE’s payment of the penalty will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Securities Litigation

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, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleges 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 seeks, 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 United States District Court for the District of Nevada, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleges 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 is substantially similar to the Fosbre litigation, discussed above, seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs.

On August 31, 2010, the Court entered an order consolidating the two cases, and appointed lead plaintiffs and lead counsel. 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. The defendants have until December 31, 2010, to file a responsive pleading. 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. The Company intends to defend this matter vigorously.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

Singapore Development Project

In August 2006, the Company entered into the Development Agreement with the STB, which requires the Company to construct and operate the Marina Bay Sands in accordance with the Company’s proposal for the integrated resort and in accordance with the agreement. The Company entered into the SGD 5.44 billion (approximately $4.14 billion at exchange rates in effect on September 30, 2010) Singapore Credit Facility to fund a significant portion of the construction, operating and other development costs of the Marina Bay Sands.

In December 2009, MBS signed a supplement to the Development Agreement with the STB, which permits the Marina Bay Sands to open in stages throughout 2010 in accordance with an agreed upon schedule. There are no financial consequences to MBS if it fails to meet the agreed upon schedule, provided that the entire integrated resort is opened by December 31, 2011. If MBS fails to meet this deadline, the STB will be entitled to draw on the SGD 192.6 million (approximately $146.3 million at exchange rates in effect on September 30, 2010) security deposit under the Singapore Credit Facility.

Other Agreements

The Company has entered into agreements with Starwood and Shangri-La to manage hotels on the Company’s Cotai Strip parcels 5 and 6, and for Starwood to brand the serviced luxury apart-hotel units located thereon. The management agreements with Starwood and Shangri-La impose certain construction and opening obligations and deadlines on the Company, and certain past and/or anticipated delays may allow Starwood and Shangri-La to terminate their respective agreements. The Company is mobilizing to recommence construction on parcels 5 and 6 and is negotiating (or undertaking to negotiate) amendments to its management agreements with Starwood and Shangri-La to provide for new opening timelines. If negotiations are unsuccessful and Starwood and Shangri-La exercise their rights to terminate their agreements, the Company would have to find new managers and brands for these projects. The Company’s agreement with Starwood related to the Las Vegas Condo Tower has been terminated in connection with the suspension of the project and management is currently evaluating alternatives for branding the project. If the Company has to find new managers and brands in Macau or is unsuccessful in rebranding its Las Vegas Condo Tower, such measures could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

NOTE 11 — SEGMENT INFORMATION

The Company’s principal operating and developmental activities occur in three geographic areas: United States, Macau and Singapore. The Company reviews the results of operations for each of its key operating segments: The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; Sands Bethlehem; Sands Macao; The Venetian Macao; Four Seasons Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macau); and Marina Bay Sands. The Company also reviews construction and development activities for each of its primary projects: The Venetian Las Vegas; The Palazzo; Sands Bethlehem; Sands Macao; The Venetian Macao; Four Seasons Macao; Other Asia; Marina Bay Sands; Other Development Projects (on Cotai Strip parcels 3, 5 and 6, and 7 and 8); and Corporate and Other (comprised primarily of airplanes and the Las Vegas Condo Tower). 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 service and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The information for the three and nine months ended September 30, 2009, has been reclassified to conform to the current presentation. The Company’s segment information as of September 30, 2010 and December 31, 2009, and for the three and nine months ended September 30, 2010 and 2009, is as follows (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Revenues:
Macau:
The Venetian Macao		$	620,745			$	494,014			$	1,751,472			$	1,421,722
Sands Macao			288,235				280,793				874,253				739,403
Four Seasons Macao			160,367				67,052				406,807				162,743
Other Asia			28,403				21,131				80,961				64,170
			1,097,750				862,990				3,113,493				2,388,038
United States:
Las Vegas Operating Properties			290,690				228,993				902,419				839,571
Sands Bethlehem			82,843				62,994				218,708				95,705
			373,533				291,987				1,121,127				935,276
Singapore			485,886				—				702,279				—
Intersegment eliminations			(48,397	)			(13,833	)			(98,763	)			(44,408	)
Net revenues		$	1,908,772			$	1,141,144			$	4,838,136			$	3,278,906

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Adjusted Property EBITDA(1)
Macau:
The Venetian Macao		$	211,496			$	150,389			$	574,240			$	381,849
Sands Macao			74,103				77,115				225,076				188,522
Four Seasons Macao			48,962				10,152				101,456				20,083
Other Asia			(5,563	)			(8,088	)			(16,149	)			(23,989	)
			328,998				229,568				884,623				566,465
United States:
Las Vegas Operating Properties			58,271				34,452				229,555				202,336
Sands Bethlehem			16,361				8,323				39,450				11,160
			74,632				42,775				269,005				213,496
Singapore			241,589				—				336,055				—
Total adjusted property EBITDA			645,219				272,343				1,489,683				779,961
Other Operating Costs and Expenses
Stock-based compensation expense			(8,309	)			(8,423	)			(22,880	)			(21,701	)
Corporate expense			(28,686	)			(17,519	)			(78,116	)			(105,250	)
Rental expense			(9,186	)			(6,691	)			(30,690	)			(22,497	)
Pre-opening expense			(10,107	)			(28,855	)			(97,684	)			(115,619	)
Development expense			(425	)			(80	)			(1,258	)			(344	)
Depreciation and amortization			(186,738	)			(148,677	)			(510,521	)			(431,559	)
Impairment loss			(16,057	)			—				(16,057	)			(151,175	)
Gain (loss) on disposal of assets			(2,406	)			284				(40,577	)			(4,500	)
Operating income (loss)			383,305				62,382				691,900				(72,684	)
Other Non-Operating Costs and Expenses
Interest income			2,661				1,599				6,367				9,840
Interest expense, net of amounts capitalized			(76,723	)			(88,514	)			(231,875	)			(224,503	)
Other income (expense)			6,444				(1,564	)			(6,205	)			(6,534	)
Loss on modification or early retirement of debt			(21,692	)			(204	)			(18,555	)			(204	)
Income tax expense			(25,161	)			(54,316	)			(46,436	)			(641	)
Net (income) loss attributable to noncontrolling interests			(54,337	)			4,111				(121,311	)			7,674
Net income (loss) attributable to Las Vegas Sands Corp.		$	214,497			$	(76,506	)		$	273,885			$	(287,052	)