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10-K 1 c96835e10vk.htm FORM 10-K

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2009

or

oTRANSITION 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 ClassName of Each Exchange on Which Registered
Common Stock ($0.001 par value)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 þ No o

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 o No þ

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 o No o

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. þ

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 þAccelerated filer oNon-accelerated filer oSmaller 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 Act). Yes o No þ

As of June 30, 2009, 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 $2,484,669,331 based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had 660,323,374 shares of common stock outstanding as of February 19, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

Description of documentPart of the Form 10-K
Portions of the definitive Proxy Statement to be used in connection with the registrant’s 2010 Annual Meeting of StockholdersPart III (Item 10 through Item 14)

Las Vegas Sands Corp.

Table of Contents

Page
PART I3
ITEM 1 — BUSINESS3
ITEM 1A — RISK FACTORS23
ITEM 1B — UNRESOLVED STAFF COMMENTS37
ITEM 2 — PROPERTIES37
ITEM 3 — LEGAL PROCEEDINGS38
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS40
PART II41
ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES41
ITEM 6 — SELECTED FINANCIAL DATA42
ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS43
ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63
ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA65
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE116
ITEM 9A — CONTROLS AND PROCEDURES117
ITEM 9B — OTHER INFORMATION118
PART III118
ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE118
ITEM 11 — EXECUTIVE COMPENSATION118
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS118
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE118
ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES118
PART IV119
ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES119
Exhibit 10.33
Exhibit 10.76
Exhibit 21.1
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Table of Contents

PART I

Next: Item 1. — BUSINESS