Item 8. — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Financial Statements:
Report of Independent Registered Public Accounting Firm			66
Consolidated Balance Sheets at December 31, 2009 and 2008			67
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2009			68
Consolidated Statements of Equity and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2009			69
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2009			70
Notes to Consolidated Financial Statements			71
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts			116

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of Las Vegas Sands Corp.

In our opinion, the consolidated financial statements listed in the accompanying index, present fairly, in all material respects, the financial position of Las Vegas Sands Corp. and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for noncontrolling interests in 2009.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Las Vegas, Nevada February 26, 2010

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**LAS VEGAS SANDS CORP.

Consolidated Balance Sheets**

		December 31,
		2009				2008
		(In thousands,
		except share data)
ASSETS
Current assets:
Cash and cash equivalents		$	4,955,416			$	3,038,163
Restricted cash			118,641				194,816
Accounts receivable, net			460,766				384,819
Inventories			27,073				28,837
Deferred income taxes, net			26,442				22,971
Prepaid expenses and other			35,336				71,670
Total current assets			5,623,674				3,741,276
Property and equipment, net			13,351,271				11,868,228
Deferred financing costs, net			138,454				158,776
Deferred income taxes, net			22,219				44,189
Leasehold interests in land, net			1,209,820				1,099,938
Other assets, net			226,668				231,706
Total assets		$	20,572,106			$	17,144,113
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	82,695			$	71,035
Construction payables			778,771				736,713
Accrued interest payable			18,332				14,750
Other accrued liabilities			786,192				593,295
Current maturities of long-term debt			173,315				114,623
Total current liabilities			1,839,305				1,530,416
Other long-term liabilities			81,959				61,677
Deferred proceeds from sale of The Shoppes at The Palazzo			243,928				243,928
Deferred gain on sale of The Grand Canal Shoppes			54,272				57,736
Deferred rent from mall transactions			149,074				150,771
Long-term debt			10,852,147				10,356,115
Total liabilities			13,220,685				12,400,643
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 (Note 9)			410,834				318,289
Commitments and contingencies (Note 13)
Equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 4,089,999 and 5,196,300 shares issued and outstanding with warrants to purchase up to 68,166,786 and 86,605,173 shares of common stock			234,607				298,066
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 660,322,749 and 641,839,018 shares issued and outstanding			660				642
Capital in excess of par value			5,770,586				3,090,292
Accumulated other comprehensive income			26,748				17,554
Retained earnings			473,833				1,015,554
Total Las Vegas Sands Corp. stockholders’ equity			6,506,434				4,422,108
Noncontrolling interests			434,153				3,073
Total equity			6,940,587				4,425,181
Total liabilities and equity		$	20,572,106			$	17,144,113

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

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**LAS VEGAS SANDS CORP.

Consolidated Statements of Operations**

		Year Ended December 31,
		2009				2008				2007
		(In thousands, except share and per share data)
Revenues:
Casino		$	3,524,798			$	3,192,099			$	2,250,421
Rooms			657,783				767,129				437,357
Food and beverage			327,699				369,062				238,252
Convention, retail and other			419,164				406,836				178,392
			4,929,444				4,735,126				3,104,422
Less — promotional allowances			(366,339	)			(345,180	)			(153,855	)
Net revenues			4,563,105				4,389,946				2,950,567
Operating expenses:
Casino			2,349,422				2,214,235				1,435,662
Rooms			121,097				154,615				94,219
Food and beverage			165,977				186,551				118,273
Convention, retail and other			240,377				213,351				97,689
Provision for doubtful accounts			103,802				41,865				26,369
General and administrative			526,199				550,529				319,357
Corporate expense			132,098				104,355				94,514
Rental expense			29,899				33,540				31,787
Pre-opening expense			157,731				162,322				189,280
Development expense			533				12,789				9,728
Depreciation and amortization			586,041				506,986				202,557
Impairment loss			169,468				37,568				—
Loss on disposal of assets			9,201				7,577				1,122
			4,591,845				4,226,283				2,620,557
Operating income (loss)			(28,740	)			163,663				330,010
Other income (expense):
Interest income			11,122				19,786				72,464
Interest expense, net of amounts capitalized			(321,870	)			(421,825	)			(244,808	)
Other income (expense)			(9,891	)			19,492				(8,682	)
Loss on modification or early retirement of debt			(23,248	)			(9,141	)			(10,705	)
Income (loss) before income taxes			(372,627	)			(228,025	)			138,279
Income tax benefit (expense)			3,884				59,700				(21,591	)
Net income (loss)			(368,743	)			(168,325	)			116,688
Net loss attributable to noncontrolling interests			14,264				4,767				—
Net income (loss) attributable to Las Vegas Sands Corp.			(354,479	)			(163,558	)			116,688
Preferred stock dividends			(93,026	)			(13,638	)			—
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			(92,545	)			(11,568	)			—
Net income (loss) attributable to common stockholders		$	(540,050	)		$	(188,764	)		$	116,688
Basic earnings (loss) per share		$	(0.82	)		$	(0.48	)		$	0.33
Diluted earnings (loss) per share		$	(0.82	)		$	(0.48	)		$	0.33
Weighted average shares outstanding:
Basic			656,836,950				392,131,375				354,807,700
Diluted			656,836,950				392,131,375				355,789,619

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

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**LAS VEGAS SANDS CORP.

Consolidated Statements of Equity and Comprehensive Income (Loss)**

		Las Vegas Sands Corp. Stockholders’ Equity
														Accumulated
										Capital in				Other								Total
		Preferred				Common				Excess of Par				Comprehensive				Retained				Comprehensive				Noncontrolling
		Stock				Stock				Value				Income (Loss)				Earnings				Income (Loss)				Interests				Total
														(in thousands)
Balance at January 1, 2007		$	—			$	354			$	990,429			$	(580	)		$	1,084,951							$	405			$	2,075,559
Net income			—				—				—				—				116,688				116,688				—				116,688
Currency translation adjustment			—				—				—				(1,913	)			—				(1,913	)			—				(1,913	)
Total comprehensive income																							114,775								114,775
Exercise of stock options			—				1				30,221				—				—								—				30,222
Tax benefit from stock-based compensation			—				—				7,526				—				—								—				7,526
Stock-based compensation			—				—				36,702				—				—								—				36,702
Contributions from noncontrolling interests			—				—				—				—				—								4,521				4,521
Cumulative effect from adoption of accounting standards regarding uncertainty in income taxes			—				—				—				—				(4,105	)							—				(4,105	)
Balance at December 31, 2007			—				355				1,064,878				(2,493	)			1,197,534								4,926				2,265,200
Net loss			—				—				—				—				(163,558	)			(163,558	)			(4,767	)			(168,325	)
Currency translation adjustment			—				—				—				20,047				—				20,047				—				20,047
Total comprehensive loss																							(143,511	)			(4,767	)			(148,278	)
Exercise of stock options			—				1				6,833				—				—								—				6,834
Tax benefit from stock-based compensation			—				—				1,117				—				—								—				1,117
Stock-based compensation			—				—				59,643				—				—								—				59,643
Issuance of preferred and common stock and warrants, net of transaction costs			298,066				200				1,482,907				—				—								—				1,781,173
Extinguishment of convertible senior notes			—				86				474,914				—				—								—				475,000
Contributions from noncontrolling interests			—				—				—				—				—								2,914				2,914
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			—				—				—				—				(11,568	)							—				(11,568	)
Balance at December 31, 2008			298,066				642				3,090,292				17,554				1,015,554								3,073				4,425,181
Net loss			—				—				—				—				(354,479	)			(354,479	)			(14,264	)			(368,743	)
Currency translation adjustment			—				—				—				10,906				—				10,906				(602	)			10,304
Total comprehensive loss																							(343,573	)			(14,866	)			(358,439	)
Exercise of stock options			—				—				51				—				—								—				51
Tax shortfall from stock-based compensation			—				—				(4,965	)			—				—								—				(4,965	)
Stock-based compensation			—				—				49,054				—				—								—				49,054
Warrants exercised and settled with preferred stock			(63,459	)			18				63,441				—				—								—				—
Contributions from noncontrolling interest			—				—				—				—				—								41				41
Deemed contribution from Principal Stockholder			—				—				519				—				—								—				519
Sale of noncontrolling interest, net of transaction costs			—				—				2,572,194				(1,712	)			—								445,905				3,016,387
Dividends declared, net of amounts previously accrued			—				—				—				—				(87,843	)							—				(87,843	)
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			—				—				—				—				(92,545	)							—				(92,545	)
Balance at December 31, 2009		$	234,607			$	660			$	5,770,586			$	26,748			$	473,833							$	434,153			$	6,940,587

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

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**LAS VEGAS SANDS CORP.

Consolidated Statements of Cash Flows**

		Year Ended December 31,
		2009				2008				2007
		(In thousands)
Cash flows from operating activities:
Net income (loss)		$	(368,743	)		$	(168,325	)		$	116,688
Adjustments to reconcile net income (loss) to net cash generated from operating activities:
Depreciation and amortization			586,041				506,986				202,557
Amortization of leasehold interests in land included in rental expense			27,011				26,165				23,439
Amortization of deferred financing costs and original issue discount			30,015				32,844				26,786
Amortization of deferred gain and rent			(5,161	)			(5,082	)			(4,692	)
Deferred rent from mall transaction (Note 12)			—				48,843				—
Loss on modification or early retirement of debt			23,248				9,141				10,705
Impairment and loss on disposal of assets			178,669				45,145				1,122
Stock-based compensation expense			45,545				53,854				33,224
Provision for doubtful accounts			103,802				41,865				26,369
Foreign exchange (gain) loss			(499	)			(28,548	)			5,317
Excess tax benefits from stock-based compensation			—				(1,112	)			(7,112	)
Deferred income taxes			(1,339	)			(36,242	)			(15,554	)
Non-cash legal settlement included in corporate expense			30,000				—				—
Non-cash contribution from Principal Stockholder included in corporate expense			519				—				—
Changes in operating assets and liabilities:
Accounts receivable			(178,746	)			(238,425	)			(39,881	)
Inventories			1,759				(8,879	)			(7,611	)
Prepaid expenses and other			41,994				(95,744	)			(115,303	)
Leasehold interests in land			(117,314	)			(50,156	)			(235,235	)
Accounts payable			11,388				(28,228	)			47,985
Accrued interest payable			3,257				3,260				2,969
Income taxes payable			—				—				(12,825	)
Other accrued liabilities			227,167				17,510				301,988
Net cash generated from operating activities			638,613				124,872				360,936
Cash flows from investing activities:
Change in restricted cash			78,630				218,044				556,276
Capital expenditures			(2,092,896	)			(3,789,008	)			(3,793,703	)
Proceeds from disposal of property and equipment			4,203				—				—
Acquisition of gaming license included in other assets			—				—				(50,000	)
Net cash used in investing activities			(2,010,063	)			(3,570,964	)			(3,287,427	)
Cash flows from financing activities:
Proceeds from exercise of stock options			51				6,834				30,222
Excess tax benefits from stock-based compensation			—				1,112				7,112
Proceeds from sale of noncontrolling interest, net of transaction costs			2,386,387				—				—
Dividends paid to preferred stockholders			(94,697	)			—				—
Proceeds from common stock issued, net of transaction costs			—				1,053,695				—
Proceeds from convertible senior notes from Principal Stockholder’s family			—				475,000				—
Proceeds from preferred stock and warrants issued to Principal Stockholder’s family, net of transaction costs			—				523,720				—
Proceeds from preferred stock and warrants issued, net of transaction costs			—				503,625				—
Proceeds from long-term debt (Note 8)			1,831,528				4,616,201				5,135,076
Repayments of long-term debt (Note 8)			(776,972	)			(1,725,908	)			(1,775,801	)
Proceeds from sale of The Shoppes at The Palazzo (Note 12)			—				243,928				—
Contribution from noncontrolling interest			41				2,914				4,521
Payments of deferred financing costs			(40,365	)			(92,968	)			(73,744	)
Net cash generated from financing activities			3,305,973				5,608,153				3,327,386
Effect of exchange rate on cash			(17,270	)			18,952				(11,811	)
Increase in cash and cash equivalents			1,917,253				2,181,013				389,084
Cash and cash equivalents at beginning of year			3,038,163				857,150				468,066
Cash and cash equivalents at end of year		$	4,955,416			$	3,038,163			$	857,150
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized		$	287,553			$	385,696			$	215,053
Cash payments for taxes, net of refunds		$	(69,005	)		$	(15,542	)		$	60,000
Changes in construction payables		$	42,058			$	19,172			$	388,166
Non-cash investing and financing activities:
Capitalized stock-based compensation costs		$	3,509			$	5,789			$	3,478
Property and equipment acquired under capital lease		$	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		$	92,545			$	11,568			$	—
Warrants exercised and settled through tendering of preferred stock		$	63,459			$	—			$	—
Exchange of exchangeable bonds for ordinary shares of a subsidiary’s common stock		$	600,000			$	—			$	—
Extinguishment of convertible senior notes from Principal Stockholder’s family		$	—			$	475,000			$	—

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

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**LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

Note 1 — Organization and Business of Company

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries, the “Company”) was incorporated in Nevada during August 2004 and completed an initial public offering of its common stock in December 2004. Immediately prior to the initial public offering, LVSC acquired 100% of the capital stock of Las Vegas Sands, Inc., which was converted into a Nevada limited liability company, Las Vegas Sands, LLC (“LVSLLC”) in July 2005. LVSC’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 direct or 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 by listing its ordinary shares (the “SCL Offering”) on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). Immediately following the SCL Offering and several transactions consummated in connection with such offering (see “— Note 9 — Equity — Noncontrolling Interests”), the Company owned 70.3% of 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

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 12 — Mall Sale — 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 3,250 slot machines and several food and beverage offerings, as well as the parking garage and surface parking. Construction activities on the remaining components, which include a 300-room hotel, 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 December 31, 2009, the Company has capitalized construction costs of $628.6 million for this project (including $31.6 million in outstanding construction payables). The Company expects to spend approximately $45 million on furniture, fixtures and equipment (“FF&E”) and other costs, and to pay outstanding construction payables, as noted above. In February 2010, the Company submitted a petition to the Pennsylvania Gaming Control Board (the “PaGCB”) seeking a certificate to add table games based on a revision to the Pennsylvania Act in 2010 that authorized table games. If approved by the PaGCB, the Company expects to spend an additional approximately $27 million to add table games, including the $16.5 million license fee. The impact of the suspension on the estimated overall cost of the project’s remaining components is currently not determinable with certainty.

Table of Contents

Macau

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 StripTM, 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; 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 opened the Four Seasons Hotel Macao, Cotai StripTM (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 Apartments Macao, Cotai StripTM (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 through various potential methods subject to market conditions and obtaining the relevant government approvals. As of December 31, 2009, the Company has capitalized construction costs of $1.05 billion for the entire project (including $28.0 million in outstanding construction payables). The Company expects to spend approximately $165 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.

Development Projects

Given the challenging conditions in the capital markets and the global economy and their impact on the Company’s ongoing operations, the Company revised its development plan to suspend portions of its development projects and 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 Development Project

The Company was constructing a St. Regis-branded high-rise residential condominium tower, the St. Regis Residences at The Venetian Palazzo (the “St. Regis Residences”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. As part of its revised development plan, 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 December 31, 2009, the Company has capitalized construction costs of $184.8 million for this project (including $4.8 million in outstanding construction payables). The Company expects to spend approximately $10 million on additional costs and to pay outstanding construction payables, as noted above. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.

Macau Development Projects

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.

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As part of its revised development plan, the Company is sequencing the construction of its integrated resort development on parcels 5 and 6 due to difficulties in the capital markets and the overall decline in general economic conditions. 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, theater 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 Sheraton hotel tower as well as the remaining retail facilities and the total cost is expected to be approximately $235 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 receiving commitments for $1.75 billion of project financing in November 2009 (which the Company expects to close in March 2010) to be used together with a portion of the proceeds from the SCL Offering, the Company is recommencing construction of phases I and II and expects that it will take approximately 16 months to complete phase I, an additional six months thereafter to complete the adjacent Sheraton tower in phase II and an additional 24 months thereafter to complete the remaining retail facilities in phase II. The Company intends to commence construction of phase III of the project as demand and market conditions warrant it. As of December 31, 2009, the Company has capitalized construction costs of $1.73 billion for the entire project (including $138.0 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, may represent a default under the respective agreements, which would allow Starwood and Shangri-La to terminate their respective agreements. See “— Note 13 — Commitments and Contingencies — Other Ventures and Commitments.”

The Company had commenced pre-construction on parcels 7, 8 and 3 and has capitalized construction costs of $116.2 million for parcels 7 and 8 and $35.7 million for parcel 3 as of December 31, 2009. 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.

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 December 31, 2009, the Company has capitalized an aggregate of $5.82 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 the commitments for project financing, which the Company received for phases I and II of parcels 5 and 6 in November 2009, 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. 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 its 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. In October 2008, the Macau government amended the Company’s land concession to allow the Company to subdivide parcel 2 into four separate units under Macau’s horizontal property regime, consisting of retail, hotel/casino, Four Seasons Apartments and parking areas.

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 with a two-year extension to complete the development of parcel 3, which now must be completed by April 2013. The Company believes that if it is not able to complete the development by the revised deadline, it will be able to obtain another extension from the Macau government; however, no assurances can be given that an additional extension will be granted. If the Company is unable to meet the April 2013 deadline and that deadline is not extended, it could lose its land concession for parcel 3, which would prohibit the Company from operating any facilities developed under the land concession for parcel 3. As a result, the Company could forfeit all or a substantial portion of its $35.7 million in capitalized costs, as of December 31, 2009, related to its development on parcel 3.

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In November 2009, the Company received the final draft of the land concession agreement from the Macau government for parcels 5 and 6. The Company has formally accepted the terms and conditions of the draft land concession and has made an initial premium payment of 700.0 million patacas (approximately $87.6 million at exchange rates in effect on December 31, 2009). The land concession will not become effective until the date it is published in Macau’s Official Gazette. Once the land concession becomes effective the Company will be required to make additional land premium and annual rent payments in the amounts and at the times specified in the land concession (See “— Note 6 — Leasehold Interests in Land, Net”). The land concession requires the Company to complete the development of the integrated resort on parcels 5 and 6 within 48 months of the date it is published in Macau’s Official Gazette. If the Company is not able to meet this deadline, it will need to obtain an extension to complete the development on parcels 5 and 6; however, no assurances can be given that such extension will be granted. If the Company is unable to the meet the deadline and that deadline is not extended, the Company could lose its land concession for parcels 5 and 6, which would prohibit the Company from operating any facilities developed under the land concession. As a result, the Company could forfeit all or a substantial part of its $1.73 billion in capitalized costs, as of December 31, 2009, related to its development on parcels 5 and 6.

The Company does not yet have all of the necessary Macau government approvals to develop its planned Cotai Strip developments on parcels 3, 5, 6, 7 and 8. The Company has received a land concession for parcel 3 and will negotiate the land concession for parcels 7 and 8 once the land concession for parcels 5 and 6, as previously noted, is finalized. 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, 5 and 6, management believes that the land concessions for parcels 7 and 8 will be granted; however, if the Company does not obtain these land concessions, the Company could forfeit all or a substantial part of its $116.2 million in capitalized costs, as of December 31, 2009, related to its developments on parcels 7 and 8.

Singapore Development Project

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 is expected to include three 55-story hotel towers (totaling approximately 2,600 rooms and suites), 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 December 31, 2009, the Company has capitalized 5.63 billion Singapore dollars (“SGD,” approximately $4.01 billion at exchange rates in effect on December 31, 2009) in costs for this project, including the land premium and SGD 745.3 million (approximately $530.6 million at exchange rates in effect on December 31, 2009) in outstanding construction payables. The Company expects to spend approximately SGD 3.2 billion (approximately $2.3 billion at exchange rates in effect on December 31, 2009) 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 2.6 billion (approximately $1.8 billion at exchange rates in effect on December 31, 2009) is expected to be spent in 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 open the Marina Bay Sands on April 27, 2010.

Other Development Projects

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 December 31, 2009, the Company has funded its development projects primarily through borrowings under its U.S., Macau and Singapore credit facilities (see “— Note 8 — Long-Term Debt”), operating cash flows, proceeds from its recent equity offerings and proceeds from the disposition of non-core assets.

The U.S. credit facility and FF&E facility require 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 period ended December 31, 2009, and decreases by 0.5x every other quarter until it decreases to, and remains at, 5.0x for all quarterly periods through maturity (commencing with the quarterly period ending March 31, 2011). 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 4.5x for the quarterly period ended December 31, 2009, and decreases by 0.5x every other quarter until it decreases to, and remains at, 3.0x for all quarterly periods through maturity (commencing with the quarterly period

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ending March 31, 2011). 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 facilities 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.

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. During 2009, the Company completed a $600.0 million exchangeable bond offering and its $2.5 billion SCL Offering (see “— Note 8 — Long-Term Debt — Macau Related Debt — Exchangeable Bonds” and “— Note 9 — Equity — Noncontrolling Interests”). A portion of the proceeds from these offerings was used in the U.S. to exercise the EBITDA true-up provision during the quarterly periods ended March 31 and September 30, 2009, and additional proceeds were contributed to LVSLLC to reduce its net debt in order to maintain compliance with the maximum leverage ratio for the quarterly periods during the year ended December 31, 2009. Proceeds were also used in Macau to exercise the EBITDA true-up provision during the quarterly period ended June 30, 2009, and cash on hand was used to pay down $125.0 million of indebtedness under the Macau credit facility in March 2009 in order to maintain compliance with the maximum leverage ratio for the quarterly periods during the year ended December 31, 2009. In November 2009, in connection with the SCL Offering, the Company was required to repay and permanently reduce $500.0 million of borrowings under its Macau credit facility.

The Company held unrestricted and restricted cash and cash equivalents of approximately $4.96 billion and $118.6 million, respectively, as of December 31, 2009. The Company believes that the cash on hand, cash flow from operations and available borrowings under its credit facilities will be sufficient to fund its revised development plan 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. Additionally, in connection with receiving proceeds from the proposed $1.75 billion project financing credit facility (which the Company expects to close in March 2010) to be used together with $500.0 million of proceeds from the SCL Offering, the Company is recommencing construction of phases I and II of the Company’s Cotai Strip development on parcels 5 and 6.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. Effective January 1, 2009, the Company adopted the accounting standards for noncontrolling interests and reclassified the equity attributable to its noncontrolling interests as a component of equity in the accompanying consolidated balance sheets. All significant intercompany balances and transactions have been eliminated in consolidation.

Management’s determination of the appropriate accounting method with respect to the Company’s variable interests is based on accounting standards for VIEs issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates any VIEs in which it is the primary beneficiary and discloses significant variable interests in VIEs of which it is not the primary beneficiary, if any.

The Company has entered into various joint venture agreements with independent third parties; whereby these third parties will operate a variety of restaurants in The Venetian Las Vegas and The Palazzo. Due to the Company’s significant investment in these joint ventures, the operations of these restaurants have been consolidated by the Company in accordance with revised accounting standards. The Company evaluates its investments in joint ventures to assess the appropriateness of their consolidation into the Company when events have occurred that would trigger such an analysis.

As of December 31, 2009 and 2008, the Company’s restaurant joint ventures had total assets of $45.6 million and $56.0 million, respectively, and total liabilities of $34.3 million and $42.8 million, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from those estimates.

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Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.

Accounts Receivable and Credit Risk

Accounts receivable are comprised of casino, hotel and other receivables, which do not bear interest and are recorded at cost. The Company extends credit to approved casino customers following background checks and investigations of creditworthiness. The Company also extends credit to its junkets in Macau, which receivable can be offset against commissions payable to the respective junkets. Business or economic conditions, the legal enforceability of gaming debts, or other significant events in foreign countries could affect the collectability of receivables from customers and junkets residing in these countries.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change.

Inventories

Inventories consist primarily of food, beverage and retail products, and operating supplies, which are stated at the lower of cost or market. Cost is determined by the first-in, first-out and specific identification methods.

Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Land improvements, building and building improvements			15 to 40 years
Furniture, fixtures and equipment			3 to 15 years
Leasehold improvements			5 to 10 years
Transportation			20 years

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the consolidated statements of operations.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

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

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

With the Company’s continued suspension of certain of its development projects and due to the difficult global economic and credit market environment, the Company tested its assets for impairment as of December 31, 2009. During the year ended December 31, 2009, the Company recognized an impairment loss of $169.5 million, of which $94.0 million related to The Shoppes at The Palazzo, $57.2 million related to the indefinite suspension of a planned expansion of the Sands Expo Center and $15.0 million related to real estate previously utilized in connection with marketing activities in Asia.

Capitalized Interest

Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted-average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period. During the years ended December 31, 2009, 2008 and 2007, the Company capitalized interest expense of $65.4 million, $131.2 million and $223.2 million, respectively.

Deferred Financing Costs and Original Issue Discounts

Deferred financing costs and original issue discounts are amortized to interest expense based on the terms of the related debt instruments using the effective interest method.

Leasehold Interests in Land

Leasehold interests in land represent payments made for the use of land over an extended period of time. The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements. Such assets are not considered qualifying assets for purposes of capitalizing interest and as such, are not included in the base used to determine capitalized interest.

Indefinite Useful Life Assets

Assets with indefinite useful lives are not subject to amortization and are tested for impairment annually or more frequently if events or circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.

As of December 31, 2009, the Company had a $50.0 million asset related to its Sands Bethlehem gaming license, which was determined to have an indefinite useful life and has been recorded within other long-term assets in the accompanying consolidated balance sheets. The fair value of the Company’s gaming license was estimated using the Company’s expected adjusted property EBITDAR (as defined in “—Note 17 — Segment Information”), combined with estimated future tax-affected cash flows and a terminal value using the Gordon growth methodology, which were discounted to present value at rates commensurate with the Company’s capital structure and the prevailing borrowing rates within the casino industry in general. No impairment charges related to this asset were recorded as of December 31, 2009. Adjusted property EBITDAR and discounted cash flows are common measures used to value cash-incentive businesses such as casinos. Determining the fair value of the gaming license is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDAR growth rates, discount rates and future market conditions, among others. Future changes to the Company’s estimates and assumptions based upon unanticipated changes in macro-economic factors, operating results, or management’s intentions may result in future changes to the fair value of the gaming license.

Revenue Recognition and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. The commissions rebated directly or indirectly through junkets to customers, cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gross casino revenue. Hotel revenue recognition criteria are met at the time of occupancy. Food and beverage revenue recognition criteria are met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer. Convention revenues are recognized when the related service is rendered or the event is held. Minimum rental revenues, adjusted for contractual base rent escalations, are included in convention, retail and other revenue and are recognized on a straight-line basis over the terms of the related lease.

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In accordance with industry practice, the retail value of accommodations, food and beverage, and other services furnished to the Company’s guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated retail value of such promotional allowances is included in operating revenues as follows (in thousands):

		Year Ended December 31,
		2009				2008				2007
Rooms		$	208,389			$	186,704			$	71,908
Food and beverage			96,424				101,084				63,805
Convention, retail and other			61,526				57,392				18,142
		$	366,339			$	345,180			$	153,855

The estimated departmental cost of providing such promotional allowances is included primarily in casino operating expenses as follows (in thousands):

		Year Ended December 31,
		2009				2008				2007
Rooms		$	54,512			$	44,158			$	15,864
Food and beverage			66,344				70,988				40,622
Convention, retail and other			50,264				42,573				18,325
		$	171,120			$	157,719			$	74,811

Frequent Players Program

The Company has established promotional clubs to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points based on gaming activity and such points can be redeemed for cash, free play and other free goods and services. The Company accrues for club points expected to be redeemed for cash and free play as a reduction to gaming revenue and accrues for club points expected to be redeemed for free goods and services as casino expense. The accruals are based on estimates and assumptions regarding the mix of cash, free play and other free goods and services that will be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals.

Pre-Opening and Development Expenses

The Company accounts for costs incurred in the development and pre-opening phases of new ventures in accordance with accounting standards regarding start-up activities. Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures and are expensed as incurred. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.

Advertising Costs

Costs for advertising are expensed the first time the advertising takes place or as incurred. Advertising costs included in the accompanying consolidated statements of operations are $56.7 million, $48.2 million and $34.9 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Corporate Expenses

Corporate expense represents payroll, travel, professional fees and various other expenses not allocated or directly related to the Company’s integrated resort operations and related ancillary operations.

Foreign Currency

The Company accounts for currency translation in accordance with accounting standards regarding foreign currency translation. Gains or losses from foreign currency remeasurements are included in other income (expense). Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average exchange rates during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

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Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income. Elements of the Company’s comprehensive income (loss) are reported in the accompanying consolidated statements of stockholders’ equity and comprehensive income (loss), and the cumulative balance of other comprehensive income (loss) consisted solely of foreign currency translation adjustments.

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:

		Year Ended December 31,
		2009				2008				2007
Weighted-average common shares outstanding (used in the calculation of basic earnings (loss) per share)			656,836,950				392,131,375				354,807,700
Potential dilution from stock options, restricted stock and warrants			—				—				981,919
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings (loss) per share)			656,836,950				392,131,375				355,789,619
Antidilutive stock options, restricted stock and warrants excluded from the calculation of diluted earnings (loss) per share			170,731,981				184,840,819				1,097,900

Stock-Based Employee Compensation

The Company accounts for its stock-based employee compensation in accordance with accounting standards regarding share-based payment, which establishes accounting for equity instruments exchanged for employee services. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s stock-based employee compensation plans are more fully discussed in “— Note 14 — Stock-Based Employee Compensation.”

Income Taxes

The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which it operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

The Company’s U.S. operations are in a cumulative loss position for the three-year period ended December 31, 2009. For purposes of assessing the realization of the U.S. deferred tax assets, the Company considered the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. Based on related accounting standards, the Company’s cumulative loss position has caused management to conclude that it is more likely than not that its U.S. deferred tax assets will not be fully realized. As such, the Company recorded a valuation allowance on its net deferred tax assets of the Company’s U.S. operations; this valuation allowance was $96.9 million as of December 31, 2009.

Management will reassess the realization of deferred tax assets based on accounting standards for income taxes each reporting period. To the extent that the financial results of U.S. operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance through earnings.

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

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Tax Indemnification

In connection with the conversion of LVSLLC from a subchapter S corporation to a taxable C corporation for income tax purposes in 2004, LVSLLC entered into an indemnification agreement pursuant to which it agreed to:

	•		indemnify those of the Company’s stockholders who were stockholders of Las Vegas Sands, Inc. prior to the 2004 initial public offering against certain tax liabilities incurred by these stockholders as a result of adjustments (pursuant to a determination by, or a settlement with, a taxing authority or court, or pursuant to the filing of an amended tax return) to the taxable income of Las Vegas Sands, Inc. with respect to taxable periods during which Las Vegas Sands, Inc. was a subchapter S corporation for income tax purposes; and

	•		indemnify the Principal Stockholder against certain tax liabilities incurred by him as a result of adjustments (pursuant to a determination by, or a settlement with, a taxing authority or court, or pursuant to the filing of an amended tax return) to the taxable income of Interface Group Holding Company Inc. with respect to taxable periods during which it was a subchapter S corporation for income tax purposes.

Accounting for Derivative Instruments and Hedging Activities

Generally accepted accounting principles require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, it depends on its effectiveness as a hedge.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, caps and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change. Otherwise, gains and losses are recognized in comprehensive income or loss except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

Recent Accounting Pronouncements

In September 2006, the FASB issued authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements, which applies under other authoritative guidance that require or permit fair value measurement; however, it does not require any new fair value measurements. The guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In January 2008, the FASB deferred the effective date for one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of the guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows. See “— Note 11 — Fair Value Measurements” for required disclosure.

In December 2007, the FASB issued revised authoritative guidance for business combinations, which requires an acquirer to recognize the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree at the acquisition date, to be measured at their fair values as of that date, with limited exceptions. The guidance applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The application of the guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

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In December 2007, the FASB issued authoritative guidance for noncontrolling interests, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this guidance requires the recognition of a noncontrolling interest (previously referred to as minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income or loss attributable to the noncontrolling interest is included in consolidated net income on the face of the income statement. The guidance clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this guidance requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures regarding the interests of the parent and the interests of the noncontrolling owners. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As required upon the application of this guidance, the prior period noncontrolling interests amounts have been reclassified to conform to the current period presentation; however, such amounts have not changed.

In March 2008, the FASB issued authoritative guidance for derivative and hedging activities, which requires enhanced disclosures about an entity’s derivative and hedging activities, thereby improving the transparency of financial reporting. The objective of the guidance is to provide users of financial statements with: an enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The guidance also requires several additional quantitative disclosures in the financial statements. The guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The application of the guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In April 2008, the FASB supplemented its authoritative guidance for intangible assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued guidance. The intent of this guidance is to improve the consistency between the useful life of a recognized intangible asset under previously issued guidance and the period of expected cash flows used to measure the fair value of the asset under the new guidance. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008. The application of the guidance did not have an effect on the Company’s financial condition, results of operations or cash flows.

In May 2009, the FASB issued authoritative guidance for subsequent events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance is effective for interim reporting periods ending after June 15, 2009. The application of this guidance did not have a material effect on the Company’s financial condition, result of operations or cash flows. See “— Subsequent Events” for required disclosures.

In June 2009, the FASB issued authoritative guidance for VIE’s, which changes the approach to determining the primary beneficiary of a VIE and requires companies to more frequently assess whether they must consolidate VIEs. This guidance is effective for annual reporting periods beginning after November 15, 2009. The Company does not expect the application of this guidance will have a material effect on the Company’s financial condition, results of operations or cash flows.

Note 3 — Restricted Cash

As required by the Company’s Singapore credit facility entered into in December 2007 (see “— Note 8 — Long-Term Debt — Singapore Related Debt — Singapore Credit Facility”), proceeds available under this credit facility have been deposited into accounts, invested in cash or cash equivalents, and pledged to a security trustee for the benefit of the Singapore credit facility lenders. This restricted cash amount is being used to fund construction and other operating and development costs of the Marina Bay Sands in accordance with terms specified in the Singapore credit facility. These accounts are subject to a security interest in favor of the lenders under the Singapore credit facility. As of December 31, 2009 and 2008, the restricted cash balance was $88.3 million and $61.9 million, respectively.

As required by the Company’s Macau credit facility entered into in May 2006 (see “— Note 8 — Long-Term Debt — Macau Related Debt — Macau Credit Facility”), certain loan proceeds made available under this facility and certain cash flows generated by the Company’s existing Macau operations are deposited into restricted accounts, invested in cash or cash equivalents, and pledged to the collateral agent as security in favor of the lenders under the Macau credit facility. This restricted cash amount is being used to fund ongoing construction of the Four Seasons Macao and the Company’s other Cotai Strip project costs in accordance with terms specified in the Macau credit facility, as well as to fund interest and principal payments due under the Macau credit facility. As of December 31, 2009 and 2008, the cash balances in the restricted accounts were $17.2 million and $124.1 million, respectively.

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Restricted cash also includes $13.1 million and $8.8 million as of December 31, 2009 and 2008, respectively, related to other items. Restricted cash balances classified as current are primarily equivalent to the related construction payables that are also classified as current.

Note 4 — Accounts Receivable, Net

Accounts receivable consists of the following (in thousands):

		At December 31,
		2009				2008
Casino		$	438,498			$	317,613
Rooms			50,676				64,350
Other			90,292				64,073
			579,466				446,036
Less — allowance for doubtful accounts			(118,700	)			(61,217	)
		$	460,766			$	384,819

Note 5 — Property and Equipment, Net

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

		At December 31,
		2009				2008
Land and improvements		$	353,791			$	341,927
Building and improvements			6,898,071				6,309,494
Furniture, fixtures, equipment and leasehold improvements			1,703,792				1,547,261
Transportation			403,256				322,194
Construction in progress			5,647,986				4,438,216
			15,006,896				12,959,092
Less — accumulated depreciation and amortization			(1,655,625	)			(1,090,864	)
		$	13,351,271			$	11,868,228

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

		At December 31,
		2009				2008
Marina Bay Sands		$	3,119,935			$	1,422,795
Other Macau Development Projects (principally Cotai Strip parcels 5 and 6)			1,915,587				1,917,547
Four Seasons Macao (principally the Four Seasons Apartments)			328,300				255,373
Sands Bethlehem			85,159				413,563
The Palazzo and The Shoppes at The Palazzo			529				166,450
Other			198,476				262,488
		$	5,647,986			$	4,438,216

As of December 31, 2009, the Company has received proceeds of $295.4 million from the sale of The Shoppes at The Palazzo (see “— Note 12 — Mall Sale — 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 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 and subject to certain later audit adjustments. 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”). Additionally, given the economic and market conditions facing retailers on a national and local level, tenants are facing economic challenges that have effected, and may effect in the future, the calculation of NOI. During the year ended December 31, 2009, the Company learned that one tenant filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code and another tenant has delayed its construction plans, creating a question as to whether the rent of the latter tenant will be included in the NOI calculation. As these tenants leased significant space in The Shoppes at The Palazzo, management adjusted its projection of the ultimate proceeds that the Company will receive to an amount that is below the costs incurred to construct and develop The Shoppes at The Palazzo. Based upon estimates of NOI and capitalization rates, the Company recognized an impairment loss of $94.0 million during the year ended December 31, 2009. Approximately $291.1 million of property and equipment (net of $20.2 million of accumulated depreciation), which was sold to GGP, is included in the consolidated balance sheet as of December 31, 2009. 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 may be required to record further impairment charges in the future depending on changes in the projections. Based on GGP’s current financial condition, there can be no assurance that GGP will make its future periodic payments.

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The $198.5 million of other construction in progress consists primarily of the construction of the St. Regis Residences and other projects in Las Vegas and at The Venetian Macao. During the year ended December 31, 2009, the Company recognized an impairment loss of $57.2 million and $15.0 million on capitalized costs, which were included in other construction in progress, related to the indefinite suspension of a planned expansion of the Sands Expo Center and certain real estate that was previously utilized in connection with marketing activities in Asia, respectively.

The cost and accumulated depreciation of property and equipment that the Company is leasing to tenants as part of its Macau mall operations was $385.7 million and $47.9 million, respectively, as of December 31, 2009. The cost and accumulated depreciation of property and equipment that the Company is leasing to tenants as part of its Macau mall operations was $272.0 million and $20.3 million, respectively, as of December 31, 2008. The cost and accumulated depreciation of property and equipment that the Company is leasing under a capital lease arrangement is $25.6 million and $0.9 million, respectively, as of December 31, 2009.

As described in “— Note 1 — Organization and Business of Company — Development Projects,” the Company revised its development plan to suspend 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 6 — Leasehold Interests in Land, Net

Leasehold interests in land consist of the following (in thousands):

		At December 31,
		2009				2008
Marina Bay Sands		$	880,175			$	859,275
Sands Macao			27,318				27,334
The Venetian Macao (parcel 1)			169,568				167,917
Four Seasons Macao (parcel 2)			71,745				58,273
Parcel 3			58,308				43,935
Parcels 5 and 6			87,639				—
			1,294,753				1,156,734
Less — accumulated amortization			(84,933	)			(56,796	)
		$	1,209,820			$	1,099,938

The Company amortizes the leasehold interests in land for Marina Bay Sands, Sands Macao and its parcels on the Cotai Strip on a straight-line basis over the expected term of the leases at approximately $14.7 million, $1.1 million and $18.6 million, respectively, annually at exchange rates in effect on December 31, 2009.

During the year ended December 31, 2009, the Company made payments of 100.8 million patacas and 113.2 million patacas (approximately $12.6 million and $14.2 million, respectively, at exchange rates in effect on December 31, 2009) for partial payments of the land premium for parcels 2 and 3, respectively. As construction is still in progress on parcels 2 and 3, the balance will either be due upon the completion of the integrated resorts on these parcels (with the Four Seasons Apartments expected to be completed during 2010) or will be payable through the remaining two of seven equal semi-annual payments, bearing interest at 5.0% per annum.

In November 2009, the Company made an initial payment of 700.0 million patacas (approximately $87.6 million at exchange rates in effect on December 31, 2009) upon formal acceptance of the final draft of the land concession agreement for parcels 5 and 6 from the Macau government. The remaining land premium payments aggregating a total of 1.17 billion patacas (approximately $146.5 million at exchange rates in effect on December 31, 2009), will accrue interest at the rate of 5% per annum and will be payable in seven semi-annual installments in the amount of 184.3 million patacas each (approximately $23.1 million at exchange rates in effect on December 31, 2009). The first installment payment will be due on the six month anniversary of the date the land concession becomes effective (the date the land concession is published in Macau’s Official Gazette, which is currently expected to occur in the first quarter of 2010).

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In addition to the land premium payments for the Macau leasehold interests in land, the Company is required to make annual rent payments in the amounts and at the times specified in the land concessions. The rent amounts may be revised every five years by the Macau government. As of December 31, 2009, the Company was obligated under its land concessions to make future premium and rental payments as follows (in thousands):

2010		$	55,599
2011			49,609
2012			49,609
2013			49,891
2014			4,896
Thereafter			96,931
		$	306,535

Note 7 — Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

		At December 31,
		2009				2008
Outstanding gaming chips and tokens		$	237,557			$	143,951
Taxes and licenses			162,816				133,921
Other accruals			156,887				119,654
Customer deposits			115,232				111,191
Payroll and related			113,700				84,578
		$	786,192			$	593,295

Note 8 — Long-Term Debt

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

		At December 31,
		2009				2008
Corporate and U.S. Related:
Senior Secured Credit Facility — Term B		$	2,925,000			$	2,955,000
Senior Secured Credit Facility — Delayed Draw I			591,000				597,000
Senior Secured Credit Facility — Delayed Draw II			396,000				400,000
Senior Secured Credit Facility — Revolving			775,860				775,860
6.375% Senior Notes (net of original issue discount of $1,164 and $1,392, respectively)			248,836				248,608
FF&E Facility			108,550				141,950
Airplane Financings			82,110				85,797
HVAC Equipment Lease			24,717				—
Other			4,778				5,765
Macau Related:
Macau Credit Facility — Term B			1,501,789				1,800,000
Macau Credit Facility — Term B Delayed			584,029				700,000
Macau Credit Facility — Revolving			479,640				695,299
Macau Credit Facility — Local Term			67,697				100,589
Ferry Financing			210,762				218,564
Other			11,016				11,054
Singapore Related:
Singapore Credit Facility — A and B			3,013,678				1,735,252
			11,025,462				10,470,738
Less — current maturities			(173,315	)			(114,623	)
Total long-term debt		$	10,852,147			$	10,356,115

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Corporate and U.S. Related Debt

Senior Secured Credit Facility

In May 2007, the Company entered into a $5.0 billion senior secured credit facility (the “Senior Secured Credit Facility”), which consists of a $3.0 billion funded term B loan (the “Term B Facility”), a $600.0 million delayed draw term B loan available for 12 months after closing (the “Delayed Draw I Facility”), a $400.0 million delayed draw term B loan available for 18 months after closing (the “Delayed Draw II Facility”) and a $1.0 billion revolving credit facility, of which up to $100.0 million may be drawn on a swingline basis (the “Revolving Facility”). On April 15, 2009, the Company amended its Senior Secured Credit Facility to allow the Company to repurchase up to $800.0 million in aggregate stated principal amount of term loans on or prior to September 30, 2010. The amendment provides that any term loans purchased by the Company shall be immediately forgiven and cancelled. As of December 31, 2009, the Company had fully drawn the Delayed Draw I and II Facilities and had $115.3 million of available borrowing capacity under the Revolving Facility, net of outstanding letters of credit and undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

The Senior Secured Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the Senior Secured Credit Facility and the guarantees of the Guarantors are collateralized by a first-priority security interest in substantially all of LVSLLC’s and the Guarantors’ assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment, and certain other excluded assets.

The Term B Facility and the Delayed Draw I Facility mature on May 23, 2014. The Term B Facility is subject to quarterly amortization payments of $7.5 million, which began on September 30, 2007, followed by a balloon payment of $2.80 billion due on May 23, 2014. The Delayed Draw I Facility is subject to quarterly amortization payments of $1.5 million, which began on September 30, 2008, followed by a balloon payment of $565.5 million due on May 23, 2014. The Delayed Draw II Facility matures on May 23, 2013, and is subject to quarterly amortization payments of $1.0 million, which began on March 31, 2009, followed by a balloon payment of $383.0 million due on May 23, 2013. The Revolving Facility matures on May 23, 2012, and has no interim amortization payments.

Borrowings under the Senior Secured Credit Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 0.75% per annum for the Revolving Facility and the term loans, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 1.75% per annum for the Revolving Facility and the term loans, respectively (set at 1.8% and 2.0% as of December 31, 2009, respectively). These spreads will be reduced by 0.25% per annum if the Company’s “corporate rating” (as defined in the Senior Secured Credit Facility) is increased to at least Ba2 by Moody’s and at least BB by Standard & Poor’s Ratings Group (“S&P”), subject to certain additional conditions. The spread for the Revolving Facility will be further reduced by 0.25% per annum if the Company’s “corporate rating” is increased to at least Ba1 or higher by Moody’s and at least BB+ or higher by S&P, subject to certain additional conditions. The weighted average interest rate for the Senior Secured Credit Facility was 2.1% and 5.2% during the years ended December 31, 2009 and 2008, respectively.

The Company pays a commitment fee of 0.375% per annum on the undrawn amounts under the Revolving Facility, which will be reduced by 0.125% per annum if certain ratings are achieved, subject to certain additional conditions. The Company also paid a commitment fee equal to 0.75% per annum and 0.5% per annum on the undrawn amounts under the Delayed Draw I and II Facilities, respectively.

The Company entered into an interest rate cap agreement in August 2007 with a notional amount of $1.64 billion, which expired on May 31, 2009. The provisions of this interest rate cap agreement entitled the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeded the strike rate of 6.75%. There was no net effect on interest expense as a result of the interest rate cap agreement for the years ended December 31, 2009, 2008 and 2007.

The Senior Secured Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments, paying dividends and making other restricted payments, and acquiring and selling assets. The Senior Secured Credit Facility also requires the Guarantors to comply with financial covenants, including, but not limited to, minimum ratios of Adjusted EBITDA to interest expense and maximum ratios of net debt outstanding to Adjusted EBITDA. The Senior Secured Credit Facility also contains conditions and events of default customary for such financings. See “— Note 1 — Organization and Business of Company — Development Financing Strategy” for further discussion. As of December 31, 2009, approximately $5.01 billion of net assets of LVSLLC were restricted from being distributed under the terms of the Senior Secured Credit Facility.

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A portion of the proceeds of the Term B Facility was used to refinance the prior senior secured credit facility, repay the construction loan related to The Shoppes at The Palazzo and the Sands Expo Center mortgage loan, pay for certain construction and development related expenses incurred in connection with The Palazzo, and for fees and expenses related to the Senior Secured Credit Facility. The Company incurred a charge of approximately $10.7 million for loss on early retirement of debt during the year ended December 31, 2007, as a result of refinancing the facility.

Senior Notes

On February 10, 2005, LVSC sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% senior notes due 2015 with an original issue discount of $2.3 million. Net proceeds after offering costs and original issue discount were $244.8 million. In June 2005, the senior notes were exchanged for substantially similar senior notes (the “Senior Notes”), which have been registered under the federal securities laws. The Senior Notes will mature on February 15, 2015. LVSC had the option to redeem all or a portion of the Senior Notes at any time prior to February 15, 2010, at a “make-whole” redemption price. Thereafter, LVSC has the option to redeem all or a portion of the Senior Notes at any time at fixed prices that decline ratably over time. The Senior Notes are senior obligations of LVSC. In connection with entering into the Senior Secured Credit Facility, the Senior Notes, which are jointly and severally guaranteed by certain of LVSC’s domestic subsidiaries, including LVSLLC and Venetian Casino Resort, LLC (“VCR”), were collateralized on an equal and ratable basis with obligations under the Senior Secured Credit Facility by the assets of LVSLLC and the Guarantors. The indenture governing the Senior Notes contains covenants that, subject to certain exceptions and conditions, limit the ability of LVSC and the subsidiary guarantors to enter into sale and leaseback transactions in respect of their principal properties, create liens on their principal properties and consolidate, merge or sell all or substantially all their assets.

FF&E Facility

In December 2006, certain of the Company’s subsidiaries, including LVSLLC and VCR, entered into an FF&E credit facility agreement with a group of lenders and General Electric Capital Corporation as administrative agent to provide up to $142.9 million to finance or refinance the acquisition of certain FF&E located in The Venetian Las Vegas and The Palazzo. The facility consisted of a $7.9 million funded term loan which proceeds refinanced a prior FF&E loan and a $135.0 million delayed draw term loan. In August 2007, the parties to this facility entered into an amended and restated FF&E credit and guarantee agreement (the “FF&E Facility”) which, among other things, increased the overall size of the delayed draw term loan facility to $167.0 million, repaid the funded term loan under the previous facility and conformed the affirmative and negative covenants and events of default to those set forth in the Senior Secured Credit Facility. As of December 31, 2009, the Company had fully drawn the delayed draw term loan.

The FF&E Facility is collateralized by the FF&E financed and/or refinanced with the proceeds of the FF&E Facility, and is guaranteed by the Guarantors under the Senior Secured Credit Facility.

The delayed draw term loan matures in June 2011. On July 1, 2008 the Company was required to begin make quarterly installment principal payments of $8.4 million, which was the amount equal to 5.0% of the aggregate principal amount of the delayed draw term loan outstanding on July 1, 2008, with the remainder due in four equal quarterly installments ending on the maturity date. The FF&E Facility also requires the Company to make mandatory prepayments of the delayed draw term loan under certain specified circumstances.

Borrowings under the FF&E Facility bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at a base rate, plus an applicable margin. The initial applicable margin is 1.0% per annum for loans accruing interest at the base rate, and 2.0% per annum for loans accruing interest at the adjusted Eurodollar rate (set at 2.3% as of December 31, 2009). The applicable margins may be reduced by 0.25% per annum under certain circumstances similar to those set forth in the Senior Secured Credit Facility. The Company also paid a commitment fee of 0.50% per annum on the undrawn amount of the term delayed draw loan. The weighted average interest rate on the FF&E Facility was 2.4% and 5.5% during the years ended December 31, 2009 and 2008, respectively.

Airplane Financings

In February 2007, the Company entered into promissory notes totaling $72.0 million to finance the purchase of one airplane and to finance two others that the Company already owned. The notes consist of balloon payment promissory notes and amortizing promissory notes, all of which have ten year maturities and are collateralized by the related aircraft. The notes bear interest at three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.5% per annum (set at 1.8% as of December 31, 2009). The amortizing notes, totaling $28.8 million, are subject to quarterly amortization payments of $0.7 million, which began June 1, 2007. The balloon notes, totaling $43.2 million, mature on March 1, 2017 and have no interim amortization payments. The weighted average interest rate on the notes was 2.5% and 4.8% during the years ended December 31, 2009 and 2008, respectively.

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In April 2007, the Company entered into promissory notes totaling $20.3 million to finance the purchase of an additional airplane. The notes have ten year maturities and consist of a balloon payment promissory note and an amortizing promissory note. The notes bear interest at three-month LIBOR plus 1.25% per annum (set at 1.5% as of December 31, 2009). The $8.1 million amortizing note is subject to quarterly amortization payments of $0.2 million, which began June 30, 2007. The $12.2 million balloon note matures on March 31, 2017 and has no interim amortization payments. The weighted average interest rate on the notes was 2.2% and 4.9% during the years ended December 31, 2009 and 2008, respectively.

HVAC Equipment Lease

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

Convertible Senior Notes

In September 2008, the Company sold to the Principal Stockholder’s family, in a private placement transaction, $475.0 million of its 6.5% convertible senior notes due 2013 (the “Convertible Senior Notes”). The Convertible Senior Notes were subject to quarterly interest payments, commencing January 1, 2009, and would mature on October 1, 2013, unless earlier converted or repurchased by the Company. The initial conversion rate was 20.141 shares of common stock per $1,000 principal amount (equivalent to a conversion price of approximately $49.65 per share of common stock), subject to adjustment under certain circumstances. Following any fundamental change, as defined in the agreement, that occurs prior to the maturity date, the Company would be required to make an offer to purchase the Convertible Senior Notes. The Principal Stockholder’s family was granted pre-emptive rights with respect to any future proposed issuance or sale by the Company of equity interests (including convertible or exchangeable securities), pursuant to which they would be able to purchase a portion of the offered equity interests based on their fully diluted common stock ownership in the Company.

In November 2008, concurrent with the Company’s issuance of common and preferred stock and warrants (see “— Note 9 — Equity”), the Convertible Senior Notes were retired and the conversion feature was utilized to acquire 86,363,636 shares of the Company’s common stock at a conversion price of $5.50 per share (a conversion rate of approximately 181.818 shares per $1,000 principal amount). As a result, the Company incurred a charge of approximately $5.1 million for loss on early retirement of the notes as of December 31, 2008. Additionally, the Company paid interest to the Principal Stockholder’s family of $3.7 million for the period the Convertible Senior Notes were outstanding.

Macau Related Debt

Macau Credit Facility

On May 25, 2006, two subsidiaries of the Company, VML US Finance, LLC (the “Borrower”) and Venetian Macau Limited (“VML”), as guarantor, entered into a credit agreement (the “Macau Credit Facility”). The Macau Credit Facility originally consisted of a $1.2 billion funded term B loan (the “Macau Term B Facility”), a $700.0 million delayed draw term B loan (the “Macau Term B Delayed Draw Facility”), a $100.0 million funded local currency term loan (the “Macau Local Term Facility”) and a $500.0 million revolving credit facility (the “Macau Revolving Facility”). In March 2007, the Macau Credit Facility was amended to expand the use of proceeds and remove certain restrictive covenants. In April 2007, the lenders of the Macau Credit Facility approved a reduction of the interest rate margin for all classes of loans by 50 basis points and the Borrower exercised its rights under the Macau Credit Facility to access the $800.0 million of incremental facilities under the accordion feature set forth therein, which increased the funded Macau Term B Facility by $600.0 million, the Macau Revolving Facility by $200.0 million, and the total Macau Credit Facility to $3.3 billion. On August 12, 2009, the Macau Credit Facility was amended to, among other things, allow for the SCL Offering and modify certain financial covenants and definitions, including increasing the maximum leverage ratio for the quarterly periods through the end of 2010 (see “— Note 1 — Organization and Business of Company — Development Financing Strategy”). As part of the amendment, the credit spread increased by 325 basis points with borrowings bearing interest, at the Company’s option, at either an adjusted Eurodollar rate

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(or, in the case of the local term loan, adjusted Hong Kong Inter-Bank Offered Rate (“HIBOR”)) or at an alternate base rate, plus a spread of 5.5% per annum or 4.5% per annum, respectively. In November 2009, in connection with the SCL Offering, the Company was required to repay and permanently reduce $500.0 million of term loan and revolving borrowings, on a pro rata basis, under the Macau Credit Facility. In conjunction with the $500.0 million repayment, the credit spread was reduced by 100 basis points (set at 4.6% for the Macau Local Term Facility and 4.8% for the remainder of the Macau Credit Facility as of December 31, 2009). As a result of this repayment and the August amendment, the Company recorded a charge of $6.1 million during the year ended December 31, 2009, for loss on modification or early retirement of debt. Credit spreads under the Macau Local Term Facility and the Macau Revolving Facility are subject to downward adjustments if certain consolidated leverage ratios are achieved. As of December 31, 2009, the Company had $120.4 million of available borrowing capacity under the Macau Revolving Facility, net of outstanding letters of credit and undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

The indebtedness under the Macau Credit Facility is guaranteed by VML, Venetian Cotai Limited and certain of the Company’s other foreign subsidiaries (the “Macau Guarantors”). The obligations under the Macau Credit Facility and the guarantees of the Macau Guarantors are collateralized by a first-priority security interest in substantially all of the Borrower’s and the Macau Guarantors’ assets, other than (1) capital stock of the Borrower and the Macau Guarantors, (2) assets that secure permitted furniture, fixtures and equipment financings, (3) VML’s gaming subconcession contract and (4) certain other excluded assets.

The Macau Revolving Facility and the Macau Local Term Facility mature on May 25, 2011. The Macau Term B Delayed Draw Facility and the Macau Term B Facility mature on May 25, 2012 and 2013, respectively. The Macau Term B Delayed Draw and the Macau Term B Facility are subject to nominal quarterly amortization payments of $1.8 million and $4.5 million, respectively, for the first five and six years, respectively, which commenced in June 2009, with the remainder of the loans payable in four equal quarterly installments in the last year immediately preceding their maturity dates. The Macau Local Term Facility is subject to quarterly amortization payments of $6.3 million, which commenced in June 2009, with the remainder of the loan payable in four equal quarterly installments in the last year immediately preceding the maturity date. The Macau Revolving Facility has no interim amortization payments.

The Borrower also pays a standby commitment fee of 0.5% per annum on the undrawn amounts under the Macau Revolving Facility. For the years ended December 31, 2009 and 2008, the weighted average interest rates for the Macau Local Term Facility were 3.6% and 5.1%, respectively, and the weighted average interest rates for the remainder of the Macau Credit Facility were 3.9% and 5.8%, respectively.

To meet the requirements of the Macau Credit Facility, the Company entered into four interest rate cap agreements in September 2006, May 2007, October 2007 and September 2008 with notional amounts of $1.0 billion, $325.0 million, $165.0 million and $160.0 million, respectively, all of which expired on September 21, 2009. The provisions of the interest rate cap agreements entitled the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rate of 6.75%. The Company entered into an additional interest rate cap agreement in September 2009 with a notional amount of $1.59 billion, which expires in September 2012. The provisions of the interest rate cap agreement entitle the Company to receive from the counterparty the amounts, if any, by which the selected market interest rate exceeds the strike rate of 9.5%. There was no net effect on interest expense as a result of the interest rate cap agreements for the years ended December 31, 2009, 2008 and 2007.

The Macau Credit Facility contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional liens, incurring additional indebtedness, making certain investments, paying dividends and making other restricted payments, and acquiring and selling assets. The Macau Credit Facility also requires the Borrower and the Macau Guarantors to comply with financial covenants, including, but not limited to, generating a minimum Adjusted EBITDA for a period of time and, thereafter, ratios of Adjusted EBITDA to interest expense and total indebtedness to Adjusted EBITDA, as well as maximum annual capital expenditures. The Macau Credit Facility also contains events of default customary for such financings. See “— Note 1 — Organization and Business of Company — Development Financing Strategy” for further discussion.

Ferry Financing

In January 2008, in order to finance the purchase of ten ferries, the Company entered into a 1.21 billion Hong Kong dollar (“HKD,” approximately $155.9 million at exchange rates in effect on December 31, 2009) secured credit facility, which was available for borrowing for up to 18 months after closing. The proceeds from the secured credit facility were used to reimburse the Company for cash spent to date on the progress payments made on the ferries and to finance the completion of the remaining ferries. The facility is collateralized by the ferries and is guaranteed by VML.

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In July 2008, the Company exercised the accordion option on the secured credit facility agreement that financed the Company’s original ten ferries and executed a supplement to the secured credit facility agreement. The supplement increased the secured credit facility by an additional HKD 561.6 million (approximately $72.4 million at exchange rates in effect on December 31, 2009), which the Company has fully drawn as of December 31, 2009. The proceeds from this supplemental facility were used to reimburse the Company for cash spent to date on the progress payments made on four additional ferries and to finance the remaining progress payments on those ferries. The supplemental facility is collateralized by the additional ferries and is guaranteed by VML.

On August 20, 2009, the ferry financing facility was amended to, among other things, allow for the SCL Offering and remove the requirement to comply with all financial covenants. The facility, as amended, now matures in December 2015 and is subject to 26 quarterly payments of HKD 68.1 million (approximately $8.8 million at exchange rates in effect on December 31, 2009), which commenced in October 2009.

As part of the amendment, the credit spread increased by 50 basis points to 2.5% per annum for borrowings made in Hong Kong Dollars and accruing interest at HIBOR (set at 2.6% as of December 31, 2009) or 2.5% per annum for borrowings made in U.S. Dollars and accruing interest at LIBOR. All borrowings under the facility, which was fully drawn as of December 31, 2009, were made in Hong Kong dollars. The weighted average interest rate for the facility was 2.4% and 4.7% for the years ended December 31, 2009 and 2008, respectively.

Exchangeable Bonds

In September 2009, the Company completed a $600.0 million exchangeable bond offering due 2014 (the “Exchangeable Bonds”). The Exchangeable Bonds were subject to semi-annual interest payments, commencing on March 2010 and would mature on September 2014, unless earlier redeemed, exchanged, or purchased and cancelled.

The Exchangeable Bonds were redeemable at the option of the Company together with accrued and unpaid interest to the date of redemption, at any time beginning 30 days after the closing date and ending the day prior to the maturity date. Had the Exchangeable Bonds been redeemed at the option of the Company, it would have been required to issue warrants (the “Bond Warrants”) to the bondholders to purchase such number of common shares the bondholders would have been otherwise entitled to receive upon mandatory and automatic exchange of the Exchangeable Bonds upon any offering. In addition, any bondholder could have, during the period not less than 30 days nor more than 60 days prior to September 4, 2012, required the Company to redeem all or a portion of the Exchangeable Bonds held by such bondholder at 100% of the principal amount of the Exchangeable Bonds, together with all accrued and unpaid interest to the date of redemption; provided that any bondholders who exercised this redemption right would not be entitled to any Bond Warrants in connection with such redemption.

In November 2009, concurrent with the SCL Offering (see “— Note 9 — Equity — Noncontrolling Interests”), the Exchangeable Bonds were mandatorily and automatically exchanged into 497,865,084 ordinary shares of SCL. The Company incurred a charge of approximately $17.1 million for loss on early retirement of debt during the year ended December 31, 2009, as a result of exchanging the bonds.

Singapore Related Debt

MBS entered into the Singapore bridge facility in August 2006 to pay the land premium to the STB under the Development Agreement and to commence construction of Marina Bay Sands. As the facility would mature in August 2008, the Company entered into the Singapore credit facility in December 2007. Upon closing in January 2008, a portion of the borrowings under the Singapore credit facility, as well as contributions made by the Company to MBS, were used to repay the outstanding balances on the Singapore bridge facility, and to pay fees, costs and expenses related to entering into the Singapore credit facility agreement. The Company incurred a charge of approximately $4.0 million for loss on early retirement of debt during the year ended December 31, 2008, as a result of refinancing the Singapore bridge facility.

Singapore Credit Facility

In December 2007, MBS signed a credit facility agreement (the “Singapore Credit Facility”) providing for a SGD 2.0 billion (approximately $1.42 billion at exchange rates in effect on December 31, 2009) term loan (“Singapore Credit Facility A”) that was funded in January 2008, a SGD 2.75 billion (approximately $1.96 billion at exchange rates in effect on December 31, 2009) term loan (“Singapore Credit Facility B”) that is available on a delayed draw basis until December 31, 2010, a SGD 192.6 million (approximately $137.1 million at exchange rates in effect on December 31, 2009) banker’s guarantee facility (“Singapore Credit Facility C”) to provide the bankers guarantees in favor of the STB required under the Development Agreement that was fully drawn in January 2008, and a SGD 500.0 million (approximately $356.0 million at exchange rates in effect on December 31, 2009) revolving credit facility (“Singapore Credit Facility D”) that is available until February 28, 2015. As of December 31, 2009, the Company has SGD 867.2 million (approximately $617.4 million at exchange rates in effect on December 31, 2009) available for borrowing, net of outstanding banker’s guarantees and undrawn amounts committed to be funded by Lehman Brothers Finance Asia Pte. Ltd., under the Singapore Credit Facility.

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The indebtedness under the Singapore Credit Facility is collateralized by a first-priority security interest in substantially all of MBS’s assets, other than capital stock and similar ownership interests, certain furniture, fixtures, fittings and equipment and certain other excluded assets.

The Singapore Credit Facility matures on March 31, 2015, with MBS required to repay or prepay the Singapore Credit Facility under certain circumstances. Commencing March 31, 2011, and at the end of each quarter thereafter, MBS is required to repay the outstanding Singapore Credit Facility A and Facility B loans on a pro rata basis in an aggregate amount equal to SGD 125.0 million (approximately $89.0 million at exchange rates in effect on December 31, 2009) per quarter. In addition, commencing at the end of the third full quarter of operations of the Marina Bay Sands, MBS is required to further prepay the outstanding Singapore Credit Facility A and Facility B loans on a pro rata basis with a percentage of excess free cash flow (as defined by the Singapore Credit Facility).

Borrowings under the Singapore Credit Facility bear interest at the Singapore Swap Offered Rate (“SOR”) plus a spread of 2.25% per annum (set at 2.8% to 2.9% as of December 31, 2009). MBS pays a standby interest fee of 1.125% per annum and 0.90% per annum on the undrawn amounts under Singapore Credit Facility B and Facility D, respectively. MBS pays a commission of 2.25% per annum on the bankers’ guarantees outstanding under the Singapore Credit Facility for the period during which any banker’s guarantees are outstanding. The weighted average interest rate for the Singapore Credit Facility was 2.8% and 3.7% during the years ended December 31, 2009 and 2008, respectively.

To meet the requirements of the Singapore Credit Facility, the Company entered into nine interest rate cap agreements in 2008, with a combined notional amount of $1.41 billion, all of which have three-year terms and expire between June and December 2011. During 2009, the Company entered into fourteen additional interest rate cap agreements, with a combined notional amount of $850.0 million, all of which have three-year terms and expire between March and December 2012. The provisions of the interest rate cap agreements entitle the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceed the strike rate (which range from 4.0% to 5.0%) as stated in such agreements. There was no net effect on interest expense as a result of the interest rate cap agreements for the years ended December 31, 2009 and 2008.

The Singapore 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, indebtedness, loans and guarantees, investments, acquisitions and asset sales, restricted payments, affiliate transactions and use of proceeds from the facilities. The Singapore Credit Facility also requires MBS to comply with financial covenants as of the end of the first full quarter beginning not less than 183 days after the commencement of operations of the Marina Bay Sands, including maximum ratios of total indebtedness to Adjusted EBITDA, minimum ratios of Adjusted EBITDA to interest expense, minimum Adjusted EBITDA requirements and positive net worth requirement. The Singapore Credit Facility also contains events of default customary for such financings.

Cash Flows from Financing Activities

Cash flows from financing activities related to long-term debt and HVAC Equipment lease obligation are as follows (in thousands):

		Year Ended December 31,
		2009				2008				2007
Proceeds from Singapore Credit Facility		$	1,221,644			$	1,730,515			$	339,788
Proceeds from Senior Secured Credit Facility			—				2,075,860				3,000,000
Proceeds from Macau Credit Facility			—				444,299				1,551,000
Proceeds from Exchangeable Bonds			600,000				—				—
Proceeds from Ferry Financing			9,884				218,564				—
Proceeds from FF&E Facility and Other Long-Term Debt			—				146,963				244,288
		$	1,831,528			$	4,616,201			$	5,135,076
Repayments on Macau Credit Facility		$	(662,552	)		$	—			$	—
Repayments on Senior Secured Credit Facility			(40,000	)			(333,000	)			(15,000	)
Repayments on Singapore Credit Facility			(17,762	)			—				—
Repayments on FF&E Facility and Other Long-Term Debt			(34,427	)			(62,754	)			(8,539	)
Repayments on Ferry Financing			(17,695	)			—				—
Repayments on Airplane Financings			(3,687	)			(3,687	)			(2,766	)
Repayments on HVAC Equipment Lease			(849	)			—				—
Repayments on Singapore Bridge Facility			—				(1,326,467	)			—
Repayments on Prior Senior Secured Credit Facility			—				—				(1,492,128	)
Repayments on The Shoppes at The Palazzo Construction Loan			—				—				(166,500	)
Repayments on Sands Expo Center Mortgage Loan			—				—				(90,868	)
		$	(776,972	)		$	(1,725,908	)		$	(1,775,801	)

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Scheduled Maturities of Long-Term Debt and HVAC Equipment Lease Obligation

Maturities of long-term debt (excluding discounts) and HVAC Equipment lease obligation outstanding at December 31, 2009, are summarized as follows (in thousands):

		HVAC Equipment				Long-term
		Lease Obligation				Debt
2010		$	3,505			$	171,604
2011			3,336				1,346,928
2012			3,167				2,234,792
2013			2,998				1,543,168
2014			2,828				3,766,773
Thereafter			21,182				1,938,644
			37,016				11,001,909
Less — amount representing interest			(12,299	)			—
Total		$	24,717			$	11,001,909

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt at December 31, 2009, was approximately $9.66 billion, compared to its carrying value of $11.0 billion. At December 31, 2008, the estimated fair value of the Company’s long-term debt was approximately $6.31 billion, compared to its carrying value of $10.47 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 9 — Equity

Common Stock

In November 2008, the Company issued, in a public offering, 200,000,000 shares of its common stock at $5.50 per share and received gross proceeds of $1.10 billion ($1.05 billion, net of transaction costs). Concurrent with this issuance, the Principal Stockholder’s family converted $475.0 million of Convertible Senior Notes into 86,363,636 shares of the Company’s common stock.

Preferred Stock and Warrants

In November 2008, the Company issued 10,446,300 shares of its 10% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and warrants to purchase up to an aggregate of approximately 174,105,348 shares of common stock at an exercise price of $6.00 per share and an expiration date of November 16, 2013 (the “Warrants”). Units consisting of one share of Preferred Stock and one Warrant to purchase 16.6667 shares of common stock were sold for $100 per unit. The Preferred Stock is redeemable on or after November 15, 2011, at the Company’s option, in whole or in part, at a redemption price equal to the sum of $110 per share and any accrued and unpaid dividends. The minimum number of shares of Preferred Stock that may be redeemed at any time is the lesser of (i) 1,000,000 shares of Preferred Stock and (ii) the number of shares of Preferred Stock outstanding. Holders of the Preferred Stock have no rights to exchange or convert such shares into any other securities.

The holders of the Preferred Stock have no preemptive rights and no voting rights except as required by applicable Nevada laws and under certain circumstances. The holders of the Preferred Stock do not have the right to require the Company to redeem any shares of Preferred Stock, except as described below. The Preferred Stock ranks as to payment of dividends and distributions of assets upon dissolution, liquidation or winding up:

	•		junior to all of the Company’s existing and future debt obligations;
	•		junior to any class or series of the Company’s capital stock, the terms of which provide that such class or series will rank senior to the Preferred Stock;

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	•		senior to the Company’s common stock and any other class or series of its capital stock, the terms of which provide that such class or series will ranks junior to the Preferred Stock either or both as to payment of dividends and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Company; and
	•		on a parity with any other class or series of the Company’s capital stock, the terms of which provide that such class or series will rank equally with the Preferred Stock both in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

Under Nevada law, the Company may declare or pay dividends on the Preferred Stock only to the extent by which the total assets exceed the total liabilities and so long as the Company is able to pay its debts as they become due in the usual course of its business. When and if declared by the Company’s Board of Directors, holders of the Preferred Stock are entitled to receive cumulative cash dividends quarterly on each February 15, May 15, August 15 and November 15, which began on February 15, 2009.

Preferred Stock Issued to Public

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,196,300 shares to the public together with Warrants to purchase up to an aggregate of approximately 86,605,173 shares of its common stock and received gross proceeds of $519.6 million ($503.6 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date of issuance (based on their relative fair values) were $298.1 million and $221.5 million, respectively.

During the year ended December 31, 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.

Preferred Stock Issued to Principal Stockholder’s Family

Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,250,000 shares to the Principal Stockholder’s family together with Warrants to purchase up to an aggregate of approximately 87,500,175 shares of its common stock and received gross proceeds of $525.0 million ($523.7 million, net of transaction costs). The allocated carrying values of the Preferred Stock and Warrants on the date of issuance (based on their relative fair values) were $301.1 million and $223.9 million, respectively. The Preferred Stock amount has been recorded as mezzanine equity on the accompanying consolidated balance sheet as the Principal Stockholder and his family have a greater than 50% ownership of the Company and therefore have the potential ability to require the Company to redeem their Preferred Stock beginning November 15, 2011.

As the Preferred Stock issued to the Principal Stockholder’s family is being accounted for as redeemable at the option of the holder, the balance is being accreted to the redemption value of $577.5 million over three years. As of December 31, 2009 and 2008, $6.9 million of accumulated but undeclared dividends was recorded.

A summary of the Company’s Preferred Stock issued its Principal Stockholder’s family for the years ended December 31, 2009 and 2008, is presented below (in thousands, except number of shares):

		Number
		of Shares				Amount
Balance as of January 1, 2008			—			$	—
Issuance of preferred stock and warrants to purchase common stock, net of transaction costs			5,250,000				299,867
Accretion to redemption value			—				11,568
Accumulated but undeclared dividend requirement			—				6,854
Balance as of December 31, 2008			5,250,000				318,289
Accretion to redemption value			—				92,545
Dividends declared, net of amounts previously accrued			—				45,646
Dividends paid			—				(52,500	)
Accumulated but undeclared dividend requirement			—				6,854
Balance as of December 31, 2009			5,250,000			$	410,834

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Preferred Stock Dividends

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
October 30, 2009		November 16, 2009					13,125				10,225				23,350
														$	94,697
February 5, 2010		February 16, 2010				$	13,125			$	10,225			$	23,350

Rollfoward of Shares of Common Stock and Preferred Stock Issued to Public

A summary of the outstanding shares of common stock and preferred stock issued to the public is as follows:

		Preferred				Common
		Stock				Stock
Balance as of January 1, 2007			—				354,492,452
Exercise of stock options			—				727,692
Issuance of restricted stock			—				50,926
Balance as of December 31, 2007			—				355,271,070
Exercise of stock options			—				181,862
Issuance of restricted stock			—				26,657
Forfeiture of unvested restricted stock			—				(4,207	)
Issuance of preferred and common stock and warrants			5,196,300				200,000,000
Extinguishment of convertible senior notes			—				86,363,636
Balance as of December 31, 2008			5,196,300				641,839,018
Exercise of stock options			—				10,497
Issuance of restricted stock			—				65,513
Forfeiture of unvested restricted stock			—				(30,663	)
Warrants exercised and settled with preferred stock			(1,106,301	)			18,438,384
Balance as of December 31, 2009			4,089,999				660,322,749

Noncontrolling Interests

In November 2009, the Company completed the SCL Offering, wherein the Company’s newly formed subsidiary, SCL (the direct or indirect owner and operator of the majority of the Company’s Macau operations including Sands Macao, The Venetian Macao, Four Seasons Macao and the ferry operations, and developer of the remaining Cotai Strip integrated resorts), listed its ordinary shares on The Main Board of the SEHK. SCL, through the offering, sold 1,270,000,000 of its ordinary shares to the public and received gross proceeds of $1.70 billion ($1.63 billion, net of transaction costs). Concurrent with the SCL Offering, the Company’s subsidiary and SCL’s direct parent, Venetian Venture Development Intermediate (II) (“VVDI (II)”), sold 600,000,000 of its ordinary shares of SCL to the public and received gross proceeds of $803.6 million ($760.4 million, net of transaction costs). In connection with the SCL Offering, the Company mandatorily and automatically exchanged the $600.0 million in Exchangeable Bonds for 497,865,084 ordinary shares of SCL and issued 22,185,115 ordinary shares of SCL to settle an obligation of the Company (see “— Note 13 — Commitments and Contingencies — Litigation — Litigation Related to Macau Operations”). Immediately following the completion of these transactions, the Company owned 70.3% of issued and outstanding ordinary shares of SCL. The ordinary 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 United States absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

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Note 10 — Income Taxes

Consolidated income (loss) before taxes and noncontrolling interests for domestic and foreign operations is as follows (in thousands):

		Year Ended December 31,
		2009				2008				2007
Domestic		$	(427,664	)		$	(249,128	)		$	15,590
Foreign			55,037				21,103				122,689
Total		$	(372,627	)		$	(228,025	)		$	138,279

The components of the (benefit) expense for income taxes are as follows (in thousands):

		Year Ended December 31,
		2009				2008				2007
Federal:
Current		$	(5,742	)		$	(23,985	)		$	36,850
Deferred			(476	)			(34,335	)			(15,383	)
Foreign:
Current			519				527				295
Deferred			(40	)			(52	)			(171	)
State:
Deferred			1,855				(1,855	)			—
Total income tax (benefit) expense.		$	(3,884	)		$	(59,700	)		$	21,591

The reconciliation of the statutory federal income tax rate and the Company’s effective tax rate is as follows:

		Year Ended December 31,
		2009				2008				2007
Statutory federal income tax rate			(35.0	)%			(35.0	)%			35.0	%
Increase (decrease) in tax rate resulting from:
Foreign and U.S. tax rate differential			1.1	%			(2.3	)%			(20.6	)%
Tax exempt income of foreign subsidiary (Macau)			(21.8	)%			(23.8	)%			(36.6	)%
Non-deductible pre-opening expenses of foreign subsidiaries			5.5	%			9.1	%			11.6	%
Change in valuation allowance			44.0	%			22.4	%			21.2	%
Change in tax reserves			3.8	%			2.0	%			3.0	%
Other, net			1.4	%			1.4	%			2.0	%
Effective tax rate			(1.0	)%			(26.2	)%			15.6	%

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. Had the Company been required to pay income taxes in Macau, consolidated net income (loss) attributable to Las Vegas Sands Corp. would have been reduced by $80.0 million, $46.4 million and $43.9 million, and diluted earnings per share would have been reduced by $0.12 per share for each of the years ended December 31, 2009, 2008 and 2007, respectively.

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The primary tax affected components of the Company’s net deferred tax assets are as follows (in thousands):

		December 31,
		2009				2008
Deferred tax assets:
Net operating loss carryforwards		$	270,745			$	79,721
Deferred gain on the sale of The Grand Canal Shoppes and The Shoppes at The Palazzo			93,433				93,912
Allowance for doubtful accounts			25,854				18,169
Stock-based compensation			25,199				18,736
Pre-opening expenses			17,918				16,312
Accrued expenses			13,745				12,364
State deferred items			4,812				1,855
Tax credit carryforward			2,520				10,995
Other			14,091				10,644
			468,317				262,708
Less — valuation allowances			(280,007	)			(92,819	)
Total deferred tax assets			188,310				169,889
Deferred tax liabilities:
Property and equipment			(133,970	)			(95,459	)
Prepaid expenses			(2,487	)			(2,883	)
Other			(3,192	)			(4,387	)
Total deferred tax liabilities			(139,649	)			(102,729	)
Deferred tax asset, net		$	48,661			$	67,160

The Company recognizes tax benefits associated with stock-based compensation directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the cumulative book compensation charge associated with the award. As of December 31, 2009, the Company has windfall tax benefits of $4.9 million included in its U.S. net operating loss carryforward, but not reflected in deferred tax assets.

The operating loss carryforward for the Company’s U.S. operations was $355.5 million for the year ended December 31, 2009, which will begin to expire in 2028. There was a valuation allowance of $96.9 million as of December 31, 2009, provided on U.S. net operating loss carryforwards and other U.S. deferred tax assets, as the Company believes these assets do not meet the “more likely than not” criteria for recognition. The Company’s general business credits were $2.5 million and $0.6 million for the years ended December 31, 2009 and 2008, respectively, which will begin to expire in 2024. Operating loss carryforwards for the Company’s foreign subsidiaries were $1.3 billion and $643.7 million for the years ended December 31, 2009 and 2008, respectively, which begin to expire in 2010. There are valuation allowances of $183.1 million and $92.8 million, as of December 31, 2009 and 2008, respectively, provided on foreign net operating loss carryforwards and other foreign deferred tax assets, as the Company believes these assets do not meet the “more likely than not” criteria for recognition.

The Company recorded an income tax benefit as a result of the recently enacted Worker, Homeownership and Business Assistance Act of 2009. The Act allows businesses with net operating losses incurred in either 2008 or 2009 to elect to carry back such losses up to five years and also suspends the limits on utilization of alternative minimum tax net operating losses for such years. The benefit resulted from the reversal of the Company’s valuation allowance on its deferred tax asset for its alternative minimum tax credits that can now be monetized under the new law. As a result of the act, the Company expects a refund of $9.0 million. The Company continues to provide a valuation allowance against its other U.S. deferred tax assets.

Undistributed earnings of subsidiaries are accounted for as a temporary difference, except that deferred tax liabilities are not recorded for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. The Company has a plan for reinvestment of undistributed earnings of its foreign subsidiaries which demonstrates that such earnings will be indefinitely reinvested in the applicable jurisdictions. Should the Company change its plans, it would be required to record a significant amount of deferred tax liabilities. For the years ended December 31, 2009 and 2008, the amount of undistributed earnings of foreign subsidiaries that the Company does not intend to repatriate was $858.8 million and $840.9 million, respectively. Should these earnings be distributed in the form of dividends or otherwise, the distributions would be subject to U.S. federal income tax at the statutory rate of 35%, less foreign tax credits applicable to distributions, if any. In addition, such distributions would be subject to withholding taxes in the various tax jurisdictions.

The Company adopted the accounting standards for uncertainty in income tax on January 1, 2007. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

		December 31,
		2009				2008				2007
Balance at the beginning of the year		$	32,271			$	14,966			$	8,552
Additions to tax positions related to prior years			24,184				9,239				2,209
Additions to tax positions related to current year			9,612				8,066				4,205
Balance at the end of the year		$	66,067			$	32,271			$	14,966

As of December 31, 2009, unrecognized tax benefits of $17.2 million were recorded as reductions to the U.S. net operating loss deferred tax asset. As of December 31, 2009, 2008 and 2007, unrecognized tax benefits of $48.9 million, $32.3 million and $15.0 million, respectively, were recorded in other long-term liabilities.

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Included in the balance as of December 31, 2009, 2008 and 2007, are $29.0 million, $14.1 million and $9.8 million respectively, of uncertain tax benefits that would affect the effective income tax rate if recognized.

The Company’s major tax jurisdictions are the U.S., Macau, and Singapore. The Company is under examination for years after 2004 in the U.S. and is subject to examination for years after 2004 in Macau and Singapore.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations. The Company had zero interest and approximately $0.7 million of interest accrued as of December 31, 2009 and 2008, respectively. No penalties were accrued for as of December 31, 2009 or 2008. The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

Note 11 — Fair Value Measurements

Accounting standards define fair value 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. These standards also establish 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 December 31, 2009 Using:
		Value as of				Quoted Market				Significant Other				Significant
		December 31,				Prices in Active				Observable Inputs				Unobservable Inputs
		2009				Markets (Level 1)				(Level 2)				(Level 3)
Cash equivalents(1)		$	3,499,874			$	3,499,874			$	—			$	—
Interest rate caps(2)		$	2,466			$	—			$	2,466			$	—

(1)		The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.
(2)		The Company has 24 interest rate cap agreements with an aggregate fair value of approximately $2.5 million, based on quoted market values from the institutions holding the agreements as of December 31, 2009.

Note 12 — Mall Sale

The Grand Canal Shoppes at The Venetian Las Vegas

In April 2004, the Company entered into an agreement to sell The Grand Canal Shoppes and lease certain restaurant and other retail space at the casino level of The Venetian Las Vegas (the “Master Lease”) to GGP for approximately $766.0 million (the “Mall Sale”). The Mall Sale closed in May 2004, and the Company realized a gain of $417.6 million in connection with the Mall Sale. Under the Master Lease agreement, The Venetian Las Vegas leased nineteen spaces on its casino level currently occupied by various tenants to GGP for 89 years with annual rent of one dollar and GGP assumed the various leases. Under generally accepted accounting principles, the Master Lease agreement does not qualify as a sale of the real property assets, which real property was not separately legally demised. Accordingly, $109.2 million of the transaction has been deferred as prepaid operating lease payments to The Venetian Las Vegas, which will amortize into income on a straight-line basis over the 89-year lease term. During each of the years ended December 31, 2009, 2008 and 2007, $1.2 million of this deferred item was amortized and is included in convention, retail and other revenue. In addition, the Company agreed with GGP to: (i) continue to be obligated to fulfill certain lease termination and asset purchase agreements as further described in “— Note 13 — Commitments and Contingencies — Other Ventures and Commitments”; (ii) lease the Blue Man Group theater space located within The Grand Canal Shoppes from GGP for a period of 25 years with fixed minimum rent of $3.3 million per year with cost of living adjustments; (iii) operate the Gondola ride under an operating agreement for a period of 25 years for an annual fee of $3.5 million; and (iv) lease certain office space from GGP for a period of 10 years, subject to extension options for a period of up to 65 years, with annual rent of approximately $0.9 million. The lease payments under clauses (ii) through (iv) above are subject to automatic increases beginning on the sixth lease year. The net present value of the lease payments under clauses (ii) through (iv) on the closing date of the sale was $77.2 million. Under generally accepted accounting principles, a portion of the transaction must be deferred in an amount equal to the present value of the minimum lease payments set forth in the lease back agreements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases. $3.5 million of this deferred item was amortized during each of the years ended December 31, 2009, 2008 and 2007, and was included as an offset to convention, retail and other expense.

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As of December 31, 2009, the Company was obligated under (ii), (iii), and (iv) above to make future payments as follows (in thousands):

2010		$	8,043
2011			8,043
2012			8,043
2013			8,043
2014			7,725
Thereafter			113,799
		$	153,696

The Shoppes at The Palazzo

The Shoppes at The Palazzo opened on January 18, 2008, with some tenants not yet open and with construction of certain portions of the mall not yet completed. The Company contracted to sell The Shoppes at The Palazzo to GGP pursuant to a purchase and sale agreement in April 2004, as amended (the “Amended Agreement”). The total purchase price to be paid by GGP for The Shoppes at The Palazzo is determined by taking The Shoppes at The Palazzo’s net operating income, as defined in the Amended Agreement, for months 19 through 30 of its operations (assuming that the rent and other periodic payments due from all tenants in month 30 was actually due in each of months 19 through 30, provided that this 12-month period can be delayed if certain conditions are satisfied) divided by a capitalization rate. The capitalization rate is 0.06 for every dollar of net operating income up to $38.0 million and 0.08 for every dollar of net operating income above $38.0 million. On the closing date of the sale, February 29, 2008, GGP made its initial purchase price payment of $290.8 million based on projected net operating income for the first 12 months of operations (only taking into account tenants open for business or paying rent as of February 29, 2008). Pursuant to the Amended Agreement, periodic adjustments to the purchase price (up or down, but never to less than $250.0 million) are to be made based on projected net operating income for the then upcoming 12 months. Subject to adjustments for certain audit and other issues, the final adjustment to the purchase price will be made on the 30-month anniversary of the closing date (or later if certain conditions are satisfied) and will be based on the previously described formula. For all purchase price and purchase price adjustment calculations, NOI will be calculated by using the “accrual” method of accounting. Pursuant to the Amended Agreement, the Company received an additional $4.6 million in June 2008, representing the adjustment payment at the fourth month after closing. During the year ended December 31, 2009, the Company and GGP agreed to suspend the scheduled purchase price adjustments, subsequent to the June 2008 payment, until March 2010. See “— Note 5 — Property and Equipment, Net” regarding the $94.0 million impairment charge recognized during the year ended December 31, 2009, on the related assets.

In the Amended Agreement, the Company agreed to lease certain restaurant and retail space on the casino level of The Palazzo to GGP pursuant to a master lease agreement (“The Palazzo Master Lease”). Under The Palazzo Master Lease, which was executed concurrently with, and as a part of, the closing on the sale of The Shoppes at The Palazzo to GGP on February 29, 2008, The Palazzo leased nine restaurant and retail spaces on the casino level of The Palazzo, currently occupied by various tenants, to GGP for 89 years with annual rent of one dollar and GGP assumed the various tenant operating leases for those spaces. Under generally accepted accounting principles, The Palazzo Master Lease does not qualify as a sale of the real property, which real property was not separately legally demised. Accordingly, $41.8 million of the mall sale transaction has been deferred as prepaid operating lease payments to The Palazzo, which is amortized into income on a straight-line basis over the 89-year lease term. An additional $7.0 million of the total proceeds from the mall sale transaction has been deferred as unearned revenues as of December 31, 2009. This balance will increase as additional purchase price proceeds are received.

In addition, the Company agreed with GGP to lease certain spaces located within The Shoppes at The Palazzo for a period of 10 years with total fixed minimum rents of $0.7 million per year, subject to extension options for a period of up to 10 years and automatic increases beginning on the second lease year. As of December 31, 2009, the Company was obligated to make future payments of approximately $0.8 million annually for the five years ended December 31, 2014, and $3.2 million thereafter. Under generally accepted accounting principles, a gain on the sale has not been recorded as the Company has continuing involvement in the transaction related to the completion of construction on the remainder of The Shoppes at The Palazzo, certain activities to be performed on behalf of GGP and the uncertainty of the final sales price, which will be determined in 2010 as previously described. Therefore, $243.9 million of the mall sale transaction has been recorded as deferred proceeds from the sale as of December 31, 2009, which accrues interest at an imputed interest rate offset by (i) imputed rental income and (ii) rent payments made to GGP related to those spaces leased back from GGP. The property sold to GGP will remain as assets of the Company with depreciation continuing to be recorded until the final sales price determination has been made.

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Note 13 — Commitments and Contingencies

Litigation

The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.

The Palazzo Construction Litigation

Lido Casino Resort, LLC (“Lido”), formerly a wholly owned subsidiary of the Company and now merged into VCR, and its construction manager, Taylor International Corp., on one side, and Malcolm Drilling Company, Inc. (“Malcolm”), the contractor on The Palazzo project responsible for completing certain foundation work, filed claims against each other in an action filed in 2006 in Clark County District Court. On April 24, 2009, the Company reached a settlement of this matter with Malcolm for approximately $10.6 million, which was paid in May 2009. Of the $10.6 million, $9.9 million has been capitalized as building-related construction costs and $0.7 million has been recorded as interest expense as of and for the year ended December 31, 2009. The Company does not expect to incur any further charges in connection with this matter.

Litigation Relating to Macau Operations

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, 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 has appealed the verdict to the Nevada Supreme Court and the appeal has been fully briefed by all parties. The Company believes that it has valid bases in law and fact to overturn or appeal the verdict. As a result, the Company believes that the likelihood that the amount of the judgment will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it will be required to record a liability for an adverse outcome, which may include post judgment interest.

On January 26, 2006, Clive Basset Jones, Darryl Steven Turok (a/k/a Dax Turok) and Cheong Jose Vai Chi (a/k/a Cliff Cheong), filed an action against LVSC, LVSLLC, Venetian Venture Development, LLC (“Venetian Venture Development”) and various unspecified individuals and companies in the District Court of Clark County, Nevada. The plaintiffs assert breach of an agreement to pay a success fee in an amount equal to 5% of the ownership interest in the entity that owns and operates the Macau gaming subconcession as well as other related claims. On June 3, 2009, the Company reached a settlement of this matter for $42.5 million, of which $12.5 million was paid in June 2009 and the remaining $30.0 million was settled with 22,185,115 ordinary shares of SCL in connection with the SCL Offering in November 2009. The charge has been recorded in corporate expense. The Company does not expect to incur any further charges in connection with this matter.

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

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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 have until February 28, 2010, to file any objections thereto and, if none are filed, the recommendation for dismissal will come before the District Court for its consideration. Management believes that AAEC’s case against the Company is without merit and intends to defend this matter vigorously.

In January 2008, Hong Kong ferry operator Norte Oeste Expresso Ltd. (“Northwest Express”) filed an administrative action challenging an order from the Chief Executive of the Macau government with respect to the Macau government’s entry into an agreement with CFCL, as defined below, related to the operation of ferry service between Hong Kong and Taipa. The administrative action named the Company’s indirect wholly owned subsidiary, Cotai Ferry Company Limited (“CFCL,” previously named Cotai Waterjets (Macau) Limited), as an interested party. The basis of the legal challenge is that, under Macau law, any concessions or agreements related to the provision of a public service must be awarded through a public tender process. In February 2009, the Court of Second Instance in Macau held that it was unlawful for the Macau government to enter into the ferry agreement with CFCL without engaging in a public tender process, and therefore the ferry agreement with CFCL is void. The Company and the Macau government appealed the decision to the Court of Final Appeal in Macau. On December 30, 2009, the Macau government and CFCL entered into an agreement to terminate the agreement for the operation of ferry service between Hong Kong and Taipa in Macau subject to the condition precedent of a license to operate ferry services being issued to CFCL under new legislation recently enacted by the Macau government related to ferry service operations to and from Macau. A license for the operation of ferry services by CFCL and approval to operate six routes between Macau and Hong Kong, valid for a period of ten years, was issued on January 14, 2010, and therefore, termination of the ferry agreement that was being challenged in Macau courts was effective on that same date. As a result of the new ferry operator license being granted to CFCL and termination of the ferry agreement entered into with Macau government being effective, the Macau Court of Final Instance has now dismissed the administrative action, effective on February 22, 2010, and the matter is now 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, which are based on a non-legally binding memorandum of agreement that expired by its terms over three years ago, are frivolous, baseless and without merit. The Company intends to vigorously contest any claims or lawsuits that may be brought by FEC.

Stockholder Derivative Litigation

On November 26, 2008, January 16, 2009 and February 6, 2009, various plaintiffs filed shareholder derivative actions on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel, William P. Weidner and Andrew Heyer, all of whom were current or former members of the Board of Directors at the time the suits were filed. The complaints all alleged, among other things, breaches of fiduciary duties in connection with (i) the Company’s ongoing construction and development projects and (ii) the Company’s securing debt and equity financing during 2008.

A motion to dismiss the consolidated amended complaint was filed on April 17, 2009. This motion, and any responses and replies thereto that have been filed were argued on August 27, 2009. The District Court of Clark County entered a decision and order on November 4, 2009, dismissing the plaintiff’s consolidated amended complaint with prejudice. The District Court’s Order was not appealed within the time allotted, as a consequence of which the Court’s decision is binding and final.

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. The Company is fully cooperating with these pending inquiries. The Company does not believe that the resolution of these pending inquiries will have a material adverse effect on its financial condition, results of operations or cash flows.

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Macau Concession and Subconcession

On June 26, 2002, the Macau government granted a concession to operate casinos in Macau through June 26, 2022, subject to certain qualifications, to Galaxy Casino Company Limited (“Galaxy”), a consortium of Macau and Hong Kong-based investors. During December 2002, VML and Galaxy entered into a subconcession agreement which was recognized and approved by the Macau government and allows VML to develop and operate casino projects, including the Sands Macao, The Venetian Macao and the Plaza Casino at the Four Seasons Macao, separately from Galaxy. Beginning on December 26, 2017, the Macau government may redeem the subconcession agreement by providing the Company at least one year prior notice.

Under the subconcession, the Company is obligated to pay to the Macau government an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables it employs and gaming machines it operates. The fixed portion of the premium is equal to 30.0 million patacas (approximately $3.8 million at exchange rates in effect on December 31, 2009). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,559, $18,780 and $125, respectively, at exchange rates in effect on December 31, 2009), subject to a minimum of 45.0 million patacas (approximately $5.6 million at exchange rates in effect on December 31, 2009). The Company is also obligated to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. The Company must also contribute 4% of its gross gaming revenue to utilities designated by the Macau government, a portion of which must be used for promotion of tourism in Macau. Based on the number and types of gaming tables employed and gaming machines in operation as of December 31, 2009, the Company was obligated under its subconcession to make minimum future payments of approximately $32.4 million in each of the next five years and approximately $242.7 million thereafter. These amounts are expected to increase substantially as the Company completes its other Cotai Strip properties.

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

Singapore Development Project

On August 23, 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. As discussed in “— Note 8 — Long-Term Debt — Singapore Related Debt — Singapore Credit Facility,” the Company entered into the SGD 5.44 billion (approximately $3.87 billion at exchange rates in effect on December 31, 2009) Singapore Credit Facility to fund a significant portion of the construction, operating and other development costs of the Marina Bay Sands.

Operating Leases

The Company leases real estate and various equipment under operating lease arrangements and is also party to several service agreements with terms in excess of one year. As of December 31, 2009, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (in thousands):

2010		$	6,996
2011			6,670
2012			6,266
2013			6,071
2014			5,136
Thereafter			117,930
Total minimum payments		$	149,069

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Expenses incurred under operating lease agreements totaled $18.9 million, $21.5 million and $12.2 million for the years ended December 31, 2009, 2008 and 2007, respectively.

The Company is party to other operating lease agreements, which are short-term and variable-rate in nature. Expenses incurred under these operating lease agreements totaled $4.7 million, $1.7 million and $2.1 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Other Ventures and Commitments

The Company has entered into employment agreements with eight of its corporate senior executives, with remaining terms of one to three years. As of December 31, 2009, the Company was obligated to make future payments of $9.4 million, $7.0 million and $2.2 million during the years ended December 31, 2010, 2011 and 2012, respectively.

During 2003, the Company entered into three lease termination and asset purchase agreements with The Grand Canal Shoppes tenants. In each case, the Company has obtained title to leasehold improvements and other fixed assets, which were originally purchased by The Grand Canal Shoppes tenants, and which have been recorded at estimated fair market value, which approximated the discounted present value of the Company’s obligation to the former tenants. As of December 31, 2009, the Company was obligated under these agreements to make future payments of approximately $0.6 million for each of the next five years and $6.4 million thereafter.

The Company has entered into agreements with Starwood and Shangri-La to manage hotels and serviced luxury apart-hotel units on the Company’s Cotai Strip parcels 5 and 6, and for Starwood to brand the St. Regis Residences in connection with the sales and marketing of these condominium units. 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 represent a default under the agreements, which would allow Starwood and Shangri-La to terminate their respective agreements. In connection with receiving commitments for project financing, as well as completing the SCL Offering, the Company is recommencing construction on parcels 5 and 6 and is negotiating amendments to the management agreements with Starwood and Shangri-La to provide for new opening timelines, which the Company expects to finalize by the second quarter of 2010. If negotiations are unsuccessful, Starwood and Shangri-La would have the right to terminate their agreements with the Company, which would result in the Company having to find new managers and brands for these projects. Such measures could have a material adverse effect on the Company’s financial condition, results of operations and cash flows, including requiring the Company to write-off its $20.0 million investment related to the St. Regis Residences.

Malls at The Venetian Macao and Four Seasons Macao

The Company leases mall space in The Venetian Macao and Four Seasons Macao to various retailers. These leases are non-cancellable operating leases with lease periods that vary from 6 months to 10 years. The leases include minimum base rents with escalated contingent rent clauses. At December 31, 2009, the minimum future rentals on these non-cancelable leases are as follows (in thousands, at exchange rates in effect on December 31, 2009):

2010		$	96,201
2011			78,781
2012			58,858
2013			43,520
2014			36,310
Thereafter			130,971
Total minimum future rentals		$	444,641

The total minimum future rentals do not include the escalated contingent rent clauses. Contingent rentals amounted to $15.0 million, $2.1 million and $0.3 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Note 14 — Stock-Based Employee Compensation

The Company has two nonqualified stock option plans, the 1997 Plan and the 2004 Plan, which are described below. The plans provide for the granting of stock options pursuant to the applicable provisions of the Internal Revenue Code and regulations.

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LVSLLC 1997 Fixed Stock Option Plan

The 1997 Plan provides for 19,952,457 shares (on a post-split basis) of common stock of LVSLLC to be reserved for issuance to officers and other key employees or consultants of LVSLLC or any LVSLLC affiliates or subsidiaries (each as defined in the 1997 Plan) pursuant to options granted under the 1997 Plan.

The 1997 Plan provides that the Principal Stockholder may, at any time, assume the 1997 Plan or certain obligations under the 1997 Plan, in which case the Principal Stockholder will have all the rights, powers and responsibilities granted LVSLLC or its Board of Directors under the 1997 Plan with respect to such assumed obligations. The Principal Stockholder assumed LVSLLC’s obligations under the 1997 Plan to sell shares to optionees upon the exercise of their options with respect to options granted prior to July 15, 2004. LVSLLC is responsible for all other obligations under the 1997 Plan. LVSC assumed all of the obligations of LVSLLC and the Principal Stockholder under the 1997 Plan (other than the obligation of the Principal Stockholder to issue 984,321 shares under options granted prior to July 15, 2004), in connection with its initial public offering.

The Board of Directors agreed not to grant any additional stock options under the 1997 Plan following the initial public offering and there were no options outstanding under it during the years ended December 31, 2009 and 2008.

Las Vegas Sands Corp. 2004 Equity Award Plan

The Company adopted the 2004 Plan for grants of options to purchase its common stock. The purpose of the 2004 Plan is to give the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan provides for an aggregate of 26,344,000 shares of the Company’s common stock to be available for awards. The 2004 Plan has a term of ten years and no further awards may be granted after the expiration of the term. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2009, there were 9,981,102 shares available for grant under the 2004 Plan.

Stock option awards are granted with an exercise price equal to the fair market value (as defined in the 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over four years and have ten-year contractual terms. Compensation cost for all stock option grants, which all have graded vesting, is net of estimated forfeitures and is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on a combination of the Company’s historical volatility and the historical volatilities from a selection of companies from the Company’s peer group due to the Company’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 U.S. Treasury yield curve in effect at the time of grant.

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:

		2009				2008				2007
Weighted average volatility			75.8	%			36.7	%			30.6	%
Expected term (in years)			5.2				6.4				6.0
Risk-free rate			2.8	%			3.0	%			4.5	%
Expected dividends			—				—				—

A summary of the status of the Company’s 2004 Plan for the year ended December 31, 2009, is presented below:

										Weighted
						Weighted				Average
						Average				Remaining				Aggregate
						Exercise				Contractual				Intrinsic
		Shares				Price				Life (Years)				Value
Outstanding as of January 1, 2009			10,658,485			$	64.30
Granted			8,822,075				5.24
Exercised			(12,750	)			5.03
Forfeited			(4,467,202	)			44.91
Outstanding as of December 31, 2009			15,000,608			$	35.39				8.34			$	74,045,682
Exercisable as of December 31, 2009			3,030,598			$	61.10				6.78			$	260,138

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Restricted Stock Awards

A summary of the status of the Company’s unvested restricted shares for the year ended December 31, 2009, is presented below:

						Weighted Average
						Grant Date
		Shares				Fair Value
Unvested as of January 1, 2009			76,986			$	69.41
Granted			65,513				7.38
Vested			(47,425	)			62.27
Forfeited			(30,663	)			55.44
Unvested as of December 31, 2009			64,411			$	18.22

As of December 31, 2009, there was $87.3 million of unrecognized compensation cost, net of estimated forfeitures of 10.0% per year, related to unvested stock options and there was $0.3 million of unrecognized compensation cost related to unvested restricted stock. The stock option and restricted stock costs are expected to be recognized over a weighted average period of 2.5 years and 0.8 years, respectively.

The stock-based compensation activity for the 2004 Plan is as follows for the three years ended December 31, 2009 (in thousands, except weighted average grant date fair values):

		Year Ended December 31,
		2009				2008				2007
Compensation expense:
Stock options		$	44,544			$	50,858			$	30,845
Restricted stock			1,001				2,996				2,379
		$	45,545			$	53,854			$	33,224
Income tax benefit recognized in the consolidated statements of operations		$	—			$	12,860			$	8,155
Compensation cost capitalized as part of property and equipment		$	3,509			$	5,789			$	3,478
Stock options granted			8,822				4,973				3,323
Weighted average grant date fair value		$	3.52			$	26.85			$	32.60
Stock options exercised:
Intrinsic value		$	139			$	8,088			$	44,463
Cash received		$	64			$	6,834			$	30,221
Tax benefit realized for tax deductions from stock-based compensation		$	—			$	1,117			$	7,526

Note 15 — Employee Benefit Plans

The Company is self-insured for health care and workers compensation benefits for its U.S. employees. The liability for claims filed and estimates of claims incurred but not filed is included in other accrued liabilities in the consolidated balance sheets.

Participation in the VCR 401(k) employee savings plan is available for all full-time employees after a three-month probation period. The savings plan allows participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 5% of participating employee’s eligible gross wages. Given the challenging conditions and their impact on the Company’s U.S. operations, the Company ceased matching contributions for its salaried employees effective April 1, 2009. For the years ended December 31, 2009, 2008 and 2007, the Company’s matching contributions under the savings plan were $4.3 million, $6.2 million and $5.0 million, respectively.

Participation in VML’s provident retirement fund is available for all permanent employees after a three-month probation period. VML contributes 5% of each employee’s basic salary to the fund and the employee is eligible to receive 30% of these contributions after working for three consecutive years, gradually increasing to 100% after working for ten years. For the years ended December 31, 2009, 2008 and 2007, VML’s contributions into the provident fund were $4.6 million, $18.4 million and $8.5 million, respectively.

Participation in MBS’s provident retirement fund is available for all permanent employees that are Singapore residents upon joining the Company. MBS contributes 14.5% of each employee’s basic salary to the fund, subject to certain caps as mandated by local regulations. The employee is eligible to receive funds upon reaching the retirement age or upon meeting requirements set up by local regulations. For the years ended December 31, 2009, 2008 and 2007, MBS’s contributions into the provident fund were $1.9 million, $1.3 million and $0.4 million, respectively.

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Note 16 — Related Party Transactions

The Company paid approximately $5.9 million during the year ended December 31, 2007, for travel-related services to a travel agent and charter tour operator, which is controlled by the Principal Stockholder. An immaterial amount was paid to the travel agent and charter tour operator during the years ended December 31, 2009 and 2008.

During the years ended December 31, 2009 and 2008, the Principal Stockholder purchased certain banquet room and catering goods and services from the Company for approximately $0.6 million and $1.0 million, respectively. No such goods or services were purchased during the year ended December 31, 2007.

The Company purchased hotel guest amenities from a company that is controlled by the Principal Stockholder’s brother. The total amount paid was approximately $1.0 million during the year ended December 31, 2007. No such goods were purchased during the years ended December 31, 2009 and 2008.

During the years ended December 31, 2009, 2008 and 2007, the Company incurred and paid certain expenses totaling $8.1 million, $6.4 million and $2.0 million, respectively, to its Principal Stockholder related to the Company’s use of his personal aircraft for business purposes. In addition, during the years ended December 31, 2009, 2008 and 2007, the Company charged and received from the Principal Stockholder $7.7 million, $8.9 million and $5.3 million, respectively, related to aviation costs incurred by the Company for the Principal Stockholder’s use of Company aviation personnel and assets for personal purposes.

During the year ended December 31, 2008, the Company sold to the Principal Stockholder’s family, in a private placement transaction, $475.0 million of its Convertible Senior Notes. In November 2008, concurrent with the Company’s issuance of common stock, Preferred Stock and Warrants, the Principal Stockholder’s family exercised the conversion feature of the Convertible Senior Notes for 86,363,636 shares of the Company’s common stock at a conversion price of $5.50 per share. See “— Note 8 — Long-Term Debt — Corporate and U.S. Related Debt — Convertible Senior Notes” and “— Note 9 — Equity.”

During the year ended December 31, 2008, a subsidiary of the Company performed work at a home owned by Robert G. Goldstein, the Company’s Executive Vice President. Mr. Goldstein believed, and the Company acknowledged, that the work was not performed in an appropriate manner. The matter was referred to an independent expert, who concurred about the quality of the work and concluded that Mr. Goldstein should not be obligated to pay the $0.4 million incurred by the Company for costs and overhead on the job. These findings have been accepted by the Company and Mr. Goldstein.

During the year ended December 31, 2003, the Company purchased the lease interest and assets of Carnevale Coffee Bar, LLC, in which the Principal Stockholder is a partner, for $3.1 million, payable in installments of $0.6 million during 2003, and approximately $0.3 million annually over 10 years, beginning in 2004 through September 1, 2013.

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Note 17 — 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; and Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macau). 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 in Singapore; Other Development Projects (on Cotai Strip parcels 3, 5, 6, 7 and 8); and Corporate and Other (comprised primarily of airplanes and the St. Regis Residences). 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 as of and for the years ended December 31, 2008 and 2007, have been reclassified to conform to the current presentation. The Company’s segment information is as follows as of December 31, 2009, 2008 and 2007, and for the three years ended December 31, 2009 (in thousands):

		Year Ended December 31,
		2009				2008				2007
Net Revenues
Macau:
The Venetian Macao		$	1,990,574			$	1,943,196			$	650,496
Sands Macao			1,024,268				1,032,100				1,314,733
Four Seasons Macao			260,567				62,536				—
Other Asia			34,179				17,082				1,213
United States:
Las Vegas Operating Properties			1,100,319				1,335,032				984,125
Sands Bethlehem			153,198				—				—
Total net revenues		$	4,563,105			$	4,389,946			$	2,950,567
Adjusted Property EBITDAR(1)
Macau:
The Venetian Macao		$	556,547			$	499,025			$	144,417
Sands Macao			244,925				214,573				373,507
Four Seasons Macao			40,527				7,567				—
Other Asia			(32,610	)			(49,465	)			(4,250	)
United States:
Las Vegas Operating Properties			259,206				392,139				361,076
Sands Bethlehem			17,566				—				—
Total adjusted property EBITDAR			1,086,161				1,063,839				874,750
Other Operating Costs and Expenses
Stock-based compensation expense			(29,930	)			(35,039	)			(15,752	)
Corporate expense			(132,098	)			(104,355	)			(94,514	)
Rental expense			(29,899	)			(33,540	)			(31,787	)
Pre-opening expense			(157,731	)			(162,322	)			(189,280	)
Development expense			(533	)			(12,789	)			(9,728	)
Depreciation and amortization			(586,041	)			(506,986	)			(202,557	)
Impairment loss			(169,468	)			(37,568	)			—
Loss on disposal of assets			(9,201	)			(7,577	)			(1,122	)
Operating income (loss)			(28,740	)			163,663				330,010
Other Non-Operating Costs and Expenses
Interest income			11,122				19,786				72,464
Interest expense, net of amounts capitalized			(321,870	)			(421,825	)			(244,808	)
Other income (expense)			(9,891	)			19,492				(8,682	)
Loss on modification or early retirement of debt			(23,248	)			(9,141	)			(10,705	)
Income tax benefit (expense)			3,884				59,700				(21,591	)
Net loss attributable to noncontrolling interests			14,264				4,767				—
Net income (loss) attributable to Las Vegas Sands Corp.		$	(354,479	)		$	(163,558	)		$	116,688

(1)		Adjusted property EBITDAR is net income (loss) attributable to Las Vegas Sands Corp. before interest, income taxes, depreciation and amortization, pre-opening expense, development expense, other income (expense), loss on modification or early retirement of debt, loss on disposal of assets, impairment loss, rental expense, corporate expense, stock-based compensation expense and net loss attributable to noncontrolling interests. Adjusted property EBITDAR is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.

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		Year Ended December 31,
		2009				2008				2007
Capital Expenditures
Corporate and Other		$	36,846			$	139,650			$	104,907
Macau:
The Venetian Macao			17,627				173,744				970,990
Sands Macao			5,887				41,455				120,919
Four Seasons Macao			262,662				570,481				279,157
Other Asia			28,727				103,464				120,319
Other Development Projects			89,377				1,111,326				470,842
United States:
Las Vegas Operating Properties			65,899				577,862				1,320,062
Sands Bethlehem			247,665				307,451				41,927
Singapore			1,338,206				763,575				364,580
Total capital expenditures		$	2,092,896			$	3,789,008			$	3,793,703

		December 31,
		2009				2008				2007
Total Assets
Corporate and Other		$	1,849,596			$	707,276			$	326,049
Macau:
The Venetian Macao			2,888,446				3,060,279				3,059,896
Sands Macao			527,737				592,998				550,479
Four Seasons Macao			1,151,028				973,892				391,506
Other Asia			328,584				347,359				219,951
Other Development Projects			2,034,181				2,015,386				741,801
United States:
Las Vegas Operating Properties			6,893,106				6,562,124				4,139,040
Sands Bethlehem			737,062				475,256				121,507
Singapore			4,162,366				2,409,543				1,916,288
Total assets		$	20,572,106			$	17,144,113			$	11,466,517

		December 31,
		2009				2008				2007
Total Long-Lived Assets
Corporate and Other		$	324,268			$	321,039			$	222,609
Macau:
The Venetian Macao			2,376,685				2,565,707				2,625,273
Sands Macao			355,170				402,613				427,131
Four Seasons Macao			1,047,201				909,297				389,532
Other Asia			276,559				284,559				168,328
Other Development Projects			1,971,058				1,809,647				629,476
United States:
Las Vegas Operating Properties			3,642,405				4,006,564				3,725,812
Sands Bethlehem			610,846				417,588				67,172
Singapore			3,956,899				2,251,152				1,388,890
Total long-lived assets		$	14,561,091			$	12,968,166			$	9,644,223

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Note 18 — Condensed Consolidating Financial Information

LVSC is the obligor of the Senior Notes due 2015. LVSLLC, VCR, Mall Intermediate Holding Company, LLC, Venetian Venture Development, Venetian Transport, LLC, Venetian Marketing, Inc., Lido Intermediate Holding Company, LLC and Lido Casino Resort Holding Company, LLC (collectively, the “Original Guarantors”), have jointly and severally guaranteed the Senior Notes on a full and unconditional basis. Effective May 23, 2007, in conjunction with entering into the Senior Secured Credit Facility, LVSC, the Original Guarantors and the trustee entered into a supplemental indenture related to the Senior Notes, whereby the following subsidiaries were added as full and unconditional guarantors on a joint and several basis: Interface Group-Nevada, Inc., Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC (collectively with the Original Guarantors, the “Guarantor Subsidiaries”). LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC, newly formed subsidiaries, were added in September 2009 as full and unconditional guarantors to the Senior Notes on a joint and several basis, and have been included in the group of subsidiaries that is the Guarantor Subsidiaries as of and for the period ended December 31, 2009. In November 2009, Venetian Venture Development was merged into LVS (Nevada) International Holdings, Inc. The voting stock of all entities included as Guarantor Subsidiaries is 100% owned directly or indirectly by Las Vegas Sands Corp. The noncontrolling interest amount included in the Guarantor Subsidiaries’ condensed consolidating balance sheets is related to non-voting preferred stock of one of the subsidiaries held by a third party.

On February 29, 2008, all of the capital stock of Phase II Mall Subsidiary, LLC was sold to GGP and in connection therewith, it was released as a guarantor under the Senior Notes. The sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the completion of construction on the remainder of The Shoppes at The Palazzo, certain activities to be performed on behalf of GGP and the uncertainty of the final sales price. Certain of the assets, liabilities, operating results and cash flows related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Guarantor Subsidiaries until the final sales price has been determined, and therefore are included in the “Guarantor Subsidiaries” columns in the following condensed consolidating financial information. As a result, net assets of $47.0 million (consisting of $291.1 million of property and equipment, offset by $244.1 million of liabilities consisting primarily of deferred proceeds from the sale) and $116.4 million (consisting of $360.6 million of property and equipment, offset by $244.2 million of liabilities consisting primarily of deferred proceeds from the sale) as of December 31, 2009 and 2008, respectively, and a net loss (consisting primarily of depreciation expense) of $12.5 million and $7.8 million for the years ended December 31, 2009 and 2008, respectively, related to the mall and are being accounted for by the Guarantor Subsidiaries. These balances and amounts are not collateral for the Senior Notes and should not be considered as credit support for the guarantees of the Senior Notes.

The condensed consolidating financial information of the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries on a combined basis as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, is as follows (in thousands):

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CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2009

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Cash and cash equivalents		$	254,256			$	3,033,625			$	1,667,535			$	—			$	4,955,416
Restricted cash			—				6,954				111,687				—				118,641
Intercompany receivables			—				101,485				27,646				(129,131	)			—
Accounts receivable, net			727				152,151				309,547				(1,659	)			460,766
Inventories			1,906				12,332				12,835				—				27,073
Deferred income taxes, net			—				29,117				1,992				(4,667	)			26,442
Prepaid expenses and other			11,410				5,251				18,675				—				35,336
Total current assets			268,299				3,340,915				2,149,917				(135,457	)			5,623,674
Property and equipment, net			140,684				3,786,061				9,424,526				—				13,351,271
Investment in subsidiaries			6,897,949				4,773,650				—				(11,671,599	)			—
Deferred financing costs, net			1,095				37,850				99,509				—				138,454
Intercompany receivables			34,029				85,725				—				(119,754	)			—
Intercompany notes receivable			—				500,518				—				(500,518	)			—
Deferred income taxes, net			48,362				—				243				(26,386	)			22,219
Leasehold interests in land, net			—				—				1,209,820				—				1,209,820
Other assets, net			2,338				27,555				196,775				—				226,668
Total assets		$	7,392,756			$	12,552,274			$	13,080,790			$	(12,453,714	)		$	20,572,106
Accounts payable		$	4,229			$	21,353			$	58,772			$	(1,659	)		$	82,695
Construction payables			—				9,172				769,599				—				778,771
Intercompany payables			59,029				—				70,102				(129,131	)			—
Accrued interest payable			6,074				351				11,907				—				18,332
Other accrued liabilities			6,470				170,706				609,016				—				786,192
Deferred income taxes			4,667				—				—				(4,667	)			—
Current maturities of long-term debt			3,688				81,374				88,253				—				173,315
Total current liabilities			84,157				282,956				1,607,649				(135,457	)			1,839,305
Other long-term liabilities			48,907				10,621				22,431				—				81,959
Intercompany payables			15,166				—				104,588				(119,754	)			—
Intercompany notes payable			—				—				500,518				(500,518	)			—
Deferred amounts related to mall transactions			—				447,274				—				—				447,274
Deferred income taxes			—				26,386				—				(26,386	)			—
Long-term debt			327,258				4,739,753				5,785,136				—				10,852,147
Total liabilities			475,488				5,506,990				8,020,322				(782,115	)			13,220,685
Preferred stock issued to Principal Stockholder’s family			410,834				—				—				—				410,834
Total Las Vegas Sands Corp. stockholders’ equity			6,506,434				7,044,879				4,626,720				(11,671,599	)			6,506,434
Noncontrolling interests			—				405				433,748				—				434,153
Total equity			6,506,434				7,045,284				5,060,468				(11,671,599	)			6,940,587
Total liabilities and equity		$	7,392,756			$	12,552,274			$	13,080,790			$	(12,453,714	)		$	20,572,106

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CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2008

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Cash and cash equivalents		$	294,563			$	2,286,825			$	456,775			$	—			$	3,038,163
Restricted cash			—				6,225				188,591				—				194,816
Intercompany receivables			19,586				16,683				4,843				(41,112	)			—
Accounts receivable, net			1,168				146,085				242,270				(4,704	)			384,819
Inventories			645				14,776				13,416				—				28,837
Deferred income taxes			1,378				21,446				147				—				22,971
Prepaid expenses and other			45,768				4,577				21,717				(392	)			71,670
Total current assets			363,108				2,496,617				927,759				(46,208	)			3,741,276
Property and equipment, net			148,543				4,128,835				7,590,850				—				11,868,228
Investment in subsidiaries			4,105,980				1,642,651				—				(5,748,631	)			—
Deferred financing costs, net			1,353				47,441				109,982				—				158,776
Intercompany receivables			398,398				1,296,988				—				(1,695,386	)			—
Intercompany notes receivable			94,310				86,249				—				(180,559	)			—
Deferred income taxes			25,251				18,722				216				—				44,189
Leasehold interests in land, net			—				—				1,099,938				—				1,099,938
Other assets, net			3,677				25,701				202,328				—				231,706
Total assets		$	5,140,620			$	9,743,204			$	9,931,073			$	(7,670,784	)		$	17,144,113
Accounts payable		$	5,004			$	34,069			$	36,666			$	(4,704	)		$	71,035
Construction payables			—				90,490				646,223				—				736,713
Intercompany payables			16,683				4,843				19,586				(41,112	)			—
Accrued interest payable			6,191				758				7,801				—				14,750
Other accrued liabilities			4,943				175,617				412,735				—				593,295
Income taxes payable			—				—				392				(392	)			—
Current maturities of long-term debt			3,688				65,049				45,886				—				114,623
Total current liabilities			36,509				370,826				1,169,289				(46,208	)			1,530,416
Other long-term liabilities			32,996				8,798				19,883				—				61,677
Intercompany payables			—				—				1,695,386				(1,695,386	)			—
Intercompany notes payable			—				—				180,559				(180,559	)			—
Deferred amounts related to mall transactions			—				452,435				—				—				452,435
Long-term debt			330,718				4,804,760				5,220,637				—				10,356,115
Total liabilities			400,223				5,636,819				8,285,754				(1,922,153	)			12,400,643
Preferred Stock issued to Principal Stockholder’s family			318,289				—				—				—				318,289
Total Las Vegas Sands Corp. Stockholders’ equity			4,422,108				4,105,980				1,642,651				(5,748,631	)			4,422,108
Noncontrolling interests			—				405				2,668				—				3,073
Equity			4,422,108				4,106,385				1,645,319				(5,748,631	)			4,425,181
Total liabilities and equity		$	5,140,620			$	9,743,204			$	9,931,073			$	(7,670,784	)		$	17,144,113

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the year ended December 31, 2009

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Revenues:
Casino		$	—			$	473,176			$	3,051,622			$	—			$	3,524,798
Rooms			—				437,630				220,153				—				657,783
Food and beverage			—				150,588				177,111				—				327,699
Convention, retail and other			—				156,249				278,738				(15,823	)			419,164
Total revenues			—				1,217,643				3,727,624				(15,823	)			4,929,444
Less — promotional allowances			(722	)			(164,495	)			(198,308	)			(2,814	)			(366,339	)
Net revenues			(722	)			1,053,148				3,529,316				(18,637	)			4,563,105
Operating expenses:
Casino			—				286,884				2,064,913				(2,375	)			2,349,422
Rooms			—				94,562				26,535				—				121,097
Food and beverage			—				65,793				106,566				(6,382	)			165,977
Convention, retail and other			—				73,261				174,120				(7,004	)			240,377
Provision for doubtful accounts			—				52,832				50,970				—				103,802
General and administrative			—				241,011				286,303				(1,115	)			526,199
Corporate expense			118,940				269				14,642				(1,753	)			132,098
Rental expense			—				2,937				26,962				—				29,899
Pre-opening expense			1,067				99				156,573				(8	)			157,731
Development expense			432				—				101				—				533
Depreciation and amortization			11,369				230,864				343,808				—				586,041
Impairment loss			—				151,175				18,293				—				169,468
Loss on disposal of assets			—				3,158				6,043				—				9,201
			131,808				1,202,845				3,275,829				(18,637	)			4,591,845
Operating income (loss)			(132,530	)			(149,697	)			253,487				—				(28,740	)
Other income (expense):
Interest income			10,331				47,508				657				(47,374	)			11,122
Interest expense, net of amounts capitalized			(18,456	)			(120,682	)			(230,106	)			47,374				(321,870	)
Other income (expense)			(1	)			665				(10,555	)			—				(9,891	)
Loss on modification or early retirement of debt			—				—				(23,248	)			—				(23,248	)
Income (loss) from equity investment in subsidiaries			(121,813	)			13,629				—				108,184				—
Loss before income taxes			(262,469	)			(208,577	)			(9,765	)			108,184				(372,627	)
Income tax benefit (expense)			(92,010	)			95,304				590				—				3,884
Net loss			(354,479	)			(113,273	)			(9,175	)			108,184				(368,743	)
Net loss attributable to noncontrolling interests			—				—				14,264				—				14,264
Net income (loss) attributable to Las Vegas Sands Corp.		$	(354,479	)		$	(113,273	)		$	5,089			$	108,184			$	(354,479	)

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the year ended December 31, 2008

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Revenues:
Casino		$	—			$	522,438			$	2,669,661			$	—			$	3,192,099
Rooms			—				535,797				231,332				—				767,129
Food and beverage			—				195,233				173,829				—				369,062
Convention, retail and other			—				178,866				239,927				(11,957	)			406,836
Total revenues			—				1,432,334				3,314,749				(11,957	)			4,735,126
Less — promotional allowances			(1,929	)			(147,817	)			(192,705	)			(2,729	)			(345,180	)
Net revenues			(1,929	)			1,284,517				3,122,044				(14,686	)			4,389,946
Operating expenses:
Casino			—				316,846				1,899,728				(2,339	)			2,214,235
Rooms			—				123,112				31,503				—				154,615
Food and beverage			—				88,948				103,852				(6,249	)			186,551
Convention, retail and other			—				87,540				131,227				(5,416	)			213,351
Provision for doubtful accounts			—				28,003				13,862				—				41,865
General and administrative			—				266,087				285,124				(682	)			550,529
Corporate expense			86,369				834				17,152				—				104,355
Rental expense			—				6,929				26,611				—				33,540
Pre-opening expense			3,722				9,067				149,533				—				162,322
Development expense			2,693				—				10,096				—				12,789
Depreciation and amortization			9,853				223,724				273,409				—				506,986
Impairment loss			13,292				—				24,276				—				37,568
Loss on disposal of assets			—				6,093				1,484				—				7,577
			115,929				1,157,183				2,967,857				(14,686	)			4,226,283
Operating income (loss)			(117,858	)			127,334				154,187				—				163,663
Other income (expense):
Interest income			8,694				12,047				7,244				(8,199	)			19,786
Interest expense, net of amounts capitalized			(24,036	)			(213,464	)			(192,524	)			8,199				(421,825	)
Other income (expense)			(35	)			(11,795	)			31,322				—				19,492
Loss on early retirement of debt			(5,114	)			—				(4,027	)			—				(9,141	)
Income (loss) from equity investment in subsidiaries			(46,114	)			3,010				—				43,104				—
Loss before income taxes			(184,463	)			(82,868	)			(3,798	)			43,104				(228,025	)
Income tax benefit			20,905				36,754				2,041				—				59,700
Net loss			(163,558	)			(46,114	)			(1,757	)			43,104				(168,325	)
Net loss attributable to noncontrolling interests			—				—				4,767				—				4,767
Net income (loss) attributable to Las Vegas Sands Corp.		$	(163,558	)		$	(46,114	)		$	3,010			$	43,104			$	(163,558	)

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the year ended December 31, 2007

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Revenues:
Casino		$	—			$	404,255			$	1,846,166			$	—			$	2,250,421
Rooms			—				362,404				74,953				—				437,357
Food and beverage			—				144,745				94,043				(536	)			238,252
Convention, retail and other			38,909				126,364				53,791				(40,672	)			178,392
Total revenues			38,909				1,037,768				2,068,953				(41,208	)			3,104,422
Less — promotional allowances			(1,045	)			(75,187	)			(77,623	)			—				(153,855	)
Net revenues			37,864				962,581				1,991,330				(41,208	)			2,950,567
Operating expenses:
Casino			—				195,206				1,240,858				(402	)			1,435,662
Rooms			—				82,275				11,944				—				94,219
Food and beverage			—				71,573				48,463				(1,763	)			118,273
Convention, retail and other			—				64,825				32,864				—				97,689
Provision for doubtful accounts			—				25,126				1,243				—				26,369
General and administrative			—				212,138				146,262				(39,043	)			319,357
Corporate expense			91,548				366				2,600				—				94,514
Rental expense			—				8,348				23,439				—				31,787
Pre-opening expense			2,282				23,510				163,488				—				189,280
Development expense			6,030				—				3,698				—				9,728
Depreciation and amortization			6,571				89,571				106,415				—				202,557
Loss on disposal of assets			505				53				564				—				1,122
			106,936				772,991				1,781,838				(41,208	)			2,620,557
Operating income (loss)			(69,072	)			189,590				209,492				—				330,010
Other income (expense):
Interest income			9,217				41,187				29,150				(7,090	)			72,464
Interest expense, net of amounts capitalized			(18,837	)			(114,546	)			(118,515	)			7,090				(244,808	)
Other expense			(6	)			(1,009	)			(7,667	)			—				(8,682	)
Loss on early retirement of debt			—				(10,332	)			(373	)			—				(10,705	)
Income from equity investment in subsidiaries			188,785				110,975				—				(299,760	)			—
Income before income taxes			110,087				215,865				112,087				(299,760	)			138,279
Income tax benefit (expense)			6,601				(27,080	)			(1,112	)			—				(21,591	)
Net income		$	116,688			$	188,785			$	110,975			$	(299,760	)		$	116,688

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the year ended December 31, 2009

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Net cash generated from operating activities		$	22,283			$	445			$	615,885			$	—			$	638,613
Cash flows from investing activities:
Change in restricted cash			—				(729	)			79,359				—				78,630
Capital expenditures			(3,570	)			(99,232	)			(1,990,094	)			—				(2,092,896	)
Proceeds from disposal of property and equipment			60				2,554				1,589				—				4,203
Notes receivable to non-guarantor subsidiaries			(20,000	)			(171,671	)			—				191,671				—
Intercompany receivable to non-guarantor subsidiaries			(57,000	)			—				—				57,000				—
Repayment of receivable from non-guarantor subsidiaries			499,310				898,574				—				(1,397,884	)			—
Dividends from Guarantor Subsidiaries			6,580,952				—				—				(6,580,952	)			—
Dividends from non-guarantor subsidiaries			—				16,406				—				(16,406	)			—
Capital contributions to subsidiaries			(6,964,009	)			(224	)			—				6,964,233				—
Net cash generated from (used in) investing activities			35,743				645,678				(1,909,146	)			(782,338	)			(2,010,063	)
Cash flows from financing activities:
Proceeds from exercise of stock options			51				—				—				—				51
Proceeds from sale of noncontrolling interest, net of transaction costs			—				—				2,386,387				—				2,386,387
Dividends paid to preferred stockholders			(94,697	)			—				—				—				(94,697	)
Dividends paid to Las Vegas Sands Corp.			—				(6,580,952	)			—				6,580,952				—
Dividends paid to Guarantor Subsidiaries			—				—				(16,406	)			16,406				—
Capital contributions received			—				6,758,758				205,475				(6,964,233	)			—
Borrowings from Las Vegas Sands Corp.			—				—				77,000				(77,000	)			—
Borrowings from Guarantor Subsidiaries			—				—				171,671				(171,671	)			—
Repayment on borrowings from Las Vegas Sands Corp.			—				—				(499,310	)			499,310				—
Repayment on borrowings from Guarantor Subsidiaries			—				—				(898,574	)			898,574				—
Proceeds from Singapore credit facility			—				—				1,221,644				—				1,221,644
Proceeds from exchangeable bonds			—				—				600,000				—				600,000
Proceeds from ferry financing			—				—				9,884				—				9,884
Repayments on Macau credit facility			—				—				(662,552	)			—				(662,552	)
Repayments on senior secured credit facility			—				(40,000	)			—				—				(40,000	)
Repayments on Singapore credit facility			—				—				(17,762	)			—				(17,762	)
Repayments on ferry financing			—				—				(17,695	)			—				(17,695	)
Repayments on airplane financings			(3,687	)			—				—				—				(3,687	)
Repayments on FF&E facility and other long-term debt			—				(34,249	)			(1,027	)			—				(35,276	)
Contribution from noncontrolling interest			—				—				41				—				41
Payments of deferred financing costs			—				(2,880	)			(37,485	)			—				(40,365	)
Net cash generated from (used in) financing activities			(98,333	)			100,677				2,521,291				782,338				3,305,973
Effect of exchange rate on cash			—				—				(17,270	)			—				(17,270	)
Increase (decrease) in cash and cash equivalents			(40,307	)			746,800				1,210,760				—				1,917,253
Cash and cash equivalents at beginning of year			294,563				2,286,825				456,775				—				3,038,163
Cash and cash equivalents at end of year		$	254,256			$	3,033,625			$	1,667,535			$	—			$	4,955,416

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the year ended December 31, 2008

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Net cash generated from (used in) operating activities		$	(34,547	)		$	116,829			$	42,590			$	—			$	124,872
Cash flows from investing activities:
Change in restricted cash			—				(1,137	)			219,181				—				218,044
Capital expenditures			(11,163	)			(660,163	)			(3,117,682	)			—				(3,789,008	)
Notes receivable to non-guarantor subsidiaries			(20,000	)			(36,185	)			—				56,185				—
Intercompany receivable to Guarantor Subsidiaries			(35,000	)			—				—				35,000				—
Intercompany receivable to non-guarantor subsidiaries			(353,000	)			(1,201,285	)			—				1,554,285				—
Repayment of receivable from Guarantor Subsidiaries			94,003				—				—				(94,003	)			—
Repayment of receivable from non-guarantor subsidiaries			—				34,018				—				(34,018	)			—
Dividends from Guarantor Subsidiaries			50,596				—				—				(50,596	)			—
Capital contributions to subsidiaries			(2,025,000	)			(77,728	)			—				2,102,728				—
Net cash used in investing activities			(2,299,564	)			(1,942,480	)			(2,898,501	)			3,569,581				(3,570,964	)
Cash flows from financing activities:
Proceeds from exercise of stock options			6,834				—				—				—				6,834
Excess tax benefits from stock-based compensation			1,112				—				—				—				1,112
Dividends paid to Las Vegas Sands Corp.			—				(50,596	)			—				50,596				—
Capital contributions received			—				2,025,000				77,728				(2,102,728	)			—
Borrowings from Las Vegas Sands Corp.			—				35,000				373,000				(408,000	)			—
Borrowings from Guarantor Subsidiaries			—				—				1,237,470				(1,237,470	)			—
Repayment on borrowings from Las Vegas Sands Corp.			—				(94,003	)			—				94,003				—
Repayment on borrowings from Guarantor Subsidiaries			—				—				(34,018	)			34,018				—
Proceeds from common stock issued, net of transaction costs			1,053,695				—				—				—				1,053,695
Proceeds from preferred stock and warrants issued to Principal Stockholder’s family, net of transaction costs			523,720				—				—				—				523,720
Proceeds from preferred stock and warrants issued, net of transaction costs			503,625				—				—				—				503,625
Proceeds from issuance of convertible senior notes			475,000				—				—				—				475,000
Proceeds from senior secured credit facility			—				2,075,860				—				—				2,075,860
Proceeds from Singapore credit facility			—				—				1,730,515				—				1,730,515
Proceeds from Macau credit facility			—				—				444,299				—				444,299
Proceeds from ferry financing			—				—				218,564				—				218,564
Proceeds from FF&E facility and other long-term debt			—				105,584				41,379				—				146,963
Repayments on Singapore bridge facility			—				—				(1,326,467	)			—				(1,326,467	)
Repayments on senior secured credit facility			—				(333,000	)			—				—				(333,000	)
Repayments on airplane financings			(3,687	)			—				—				—				(3,687	)
Repayments on FF&E facility and other long-term debt			—				(25,050	)			(37,704	)			—				(62,754	)
Proceeds from sale of The Shoppes at the Palazzo			—				243,928				—				—				243,928
Contribution from noncontrolling interests			—				—				2,914				—				2,914
Payments of deferred financing costs			(5,114	)			69				(87,923	)			—				(92,968	)
Net cash generated from financing activities			2,555,185				3,982,792				2,639,757				(3,569,581	)			5,608,153
Effect of exchange rate on cash			—				—				18,952				—				18,952
Increase (decrease) in cash and cash equivalents			221,074				2,157,141				(197,202	)			—				2,181,013
Cash and cash equivalents at beginning of year			73,489				129,684				653,977				—				857,150
Cash and cash equivalents at end of year		$	294,563			$	2,286,825			$	456,775			$	—			$	3,038,163

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the year ended December 31, 2007

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Net cash generated from (used in) operating activities		$	(135,852	)		$	179,629			$	317,159			$	—			$	360,936
Cash flows from investing activities:
Change in restricted cash			50,076				410,520				95,680				—				556,276
Capital expenditures			(88,016	)			(1,081,975	)			(2,623,712	)			—				(3,793,703	)
Acquisition of gaming license included in other assets			—				—				(50,000	)			—				(50,000	)
Repayment of receivable from Guarantor Subsidiaries			73,715				—				—				(73,715	)			—
Repayment of receivable from non-guarantor subsidiaries			125,464				58,521				—				(183,985	)			—
Intercompany receivable to Guarantor Subsidiaries			(114,902	)			—				—				114,902				—
Intercompany receivable to non-guarantor subsidiaries			(32,338	)			(449,886	)			—				482,224				—
Capital contributions to subsidiaries			—				(548,088	)			—				548,088				—
Net cash generated from (used in) investing activities			13,999				(1,610,908	)			(2,578,032	)			887,514				(3,287,427	)
Cash flows from financing activities:
Proceeds from exercise of stock options			30,222				—				—				—				30,222
Excess tax benefits from stock-based compensation			7,112				—				—				—				7,112
Capital contributions received			—				—				548,088				(548,088	)			—
Borrowings from Las Vegas Sands Corp.			—				114,902				32,338				(147,240	)			—
Borrowings from Guarantor Subsidiaries			—				—				449,886				(449,886	)			—
Repayment on borrowings from Guarantor Subsidiaries			—				—				(58,521	)			58,521				—
Repayment on borrowings from Las Vegas Sands Corp			—				(73,715	)			(125,464	)			199,179				—
Proceeds from senior secured credit facility			—				3,062,000				—				—				3,062,000
Proceeds from Macau credit facility			—				—				1,551,000				—				1,551,000
Proceeds from Singapore bridge facility			—				—				339,788				—				339,788
Proceeds from airplane financing			92,250				—				—				—				92,250
Proceeds from construction loan for The Shoppes at The Palazzo			—				—				52,000				—				52,000
Proceeds from FF&E facility and other long-term debt			—				23,834				14,204				—				38,038
Repayment on prior senior secured credit facility			—				(1,492,128	)			—				—				(1,492,128	)
Repayments on senior secured credit facility			—				(15,000	)			—				—				(15,000	)
Repayments on construction loan for The Shoppes at The Palazzo			—				—				(166,500	)			—				(166,500	)
Repayments on Sands Expo Center mortgage loan			—				(90,868	)			—				—				(90,868	)
Repayments on airplane financing			(2,766	)			—				—				—				(2,766	)
Repayments on FF&E facility and other long-term debt			—				(7,334	)			(1,205	)			—				(8,539	)
Contribution from noncontrolling interests			—				—				4,521				—				4,521
Payments of deferred financing costs			(576	)			(54,874	)			(18,294	)			—				(73,744	)
Net cash generated from financing activities			126,242				1,466,817				2,621,841				(887,514	)			3,327,386
Effect of exchange rate on cash			—				—				(11,811	)			—				(11,811	)
Increase in cash and cash equivalents			4,389				35,538				349,157				—				389,084
Cash and cash equivalents at beginning of year			69,100				94,146				304,820				—				468,066
Cash and cash equivalents at end of year		$	73,489			$	129,684			$	653,977			$	—			$	857,150

Table of Contents

Note 19 — Selected Quarterly Financial Results (Unaudited)

		Quarter
		First(1)				Second(2)(3)				Third(4)(5)				Fourth(4)(6)				Total
		(In thousands, except per share data)
2009
Net revenues		$	1,079,062			$	1,058,700			$	1,141,144			$	1,284,199			$	4,563,105
Operating income (loss)			36,279				(171,345	)			62,382				43,944				(28,740	)
Net loss			(35,846	)			(178,263	)			(80,617	)			(74,017	)			(368,743	)
Net loss attributable to Las Vegas Sands Corp.			(34,606	)			(175,940	)			(76,506	)			(67,427	)			(354,479	)
Net loss attributable to common stockholders			(80,896	)			(222,248	)			(122,992	)			(113,914	)			(540,050	)
Basic and diluted loss per share			(0.12	)			(0.34	)			(0.19	)			(0.17	)			(0.82	)
2008
Net revenues		$	1,079,023			$	1,112,114			$	1,105,434			$	1,093,375			$	4,389,946
Operating income (loss)			96,565				73,282				28,195				(34,379	)			163,663
Net loss			(11,234	)			(12,994	)			(32,491	)			(111,606	)			(168,325	)
Net loss attributable to Las Vegas Sands Corp.			(11,234	)			(8,796	)			(32,208	)			(111,320	)			(163,558	)
Net loss attributable to common stockholders			(11,234	)			(8,796	)			(32,208	)			(136,526	)			(188,764	)
Basic and diluted loss per share			(0.03	)			(0.02	)			(0.09	)			(0.27	)			(0.48	)

(1)		During the first quarter of 2009, the Company incorrectly included $6.8 million of preferred stock dividends in its computation of net loss attributable to common stockholders, which overstated the Company’s basic and diluted loss per share by $0.02, but had no effect on total assets, liabilities, stockholders’ equity, net loss or cash flows. The amount presented reflects the amended calculation of basic and diluted loss per share.
(2)		Sands Bethlehem opened on May 22, 2009.
(3)		During the second quarter of 2009, the Company recorded an impairment loss of $151.2 million and a legal settlement expense of $42.5 million.
(4)		During the third and fourth quarters of 2009, the Company recorded a valuation allowance against its U.S. deferred tax assets of $96.9 million.
(5)		The Four Seasons Macao opened on August 28, 2008.
(6)		During the fourth quarter of 2009, the Company recorded an impairment loss of $18.3 million.

Because earnings per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total earnings per share amounts for the respective year.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES For the Years Ended December 31, 2009, 2008 and 2007

						Provision
		Balance at				for				Write-offs,				Balance
		Beginning				Doubtful				net of				at End
Description		of Year				Accounts				Recoveries				of Year
		(In thousands)
Allowance for doubtful accounts:
2007		$	35,476				26,369				(28,729	)		$	33,116
2008		$	33,116				41,865				(13,764	)		$	61,217
2009		$	61,217				103,802				(46,319	)		$	118,700

		Balance at												Balance
		Beginning												at End
Description		of Year				Additions				Deductions				of Year
Deferred income tax asset valuation allowance:
2007		$	23,582				22,761				—			$	46,343
2008		$	46,343				46,476				—			$	92,819
2009		$	92,819				187,188				—			$	280,007