Las Vegas Sands (LVS) 10-K risk factor changes: FY2010 vs FY2009

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also [removed: materially] [added: have a material] and [removed: adversely] [added: adverse] effect [added: on] our business, financial condition, results of operations or cash flows.

Certain statements in “Risk Factors” are [removed: forward-looking] [added: forward- looking] statements.

_Disruptions in the financial markets could [removed: adversely affect] [added: have an adverse effect on] our ability to raise additional financing.

Should general economic conditions not improve, if we are unable to obtain sufficient funding [added: or applicable government approvals] such that completion of our suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date in our suspended projects could be lost._

Severe disruptions in the commercial credit markets [added: in the last few years] have resulted in a tightening of credit markets worldwide.

Liquidity in the global credit markets [removed: has been] [added: was] severely contracted by these market disruptions, making it difficult and costly to obtain new lines of credit or to refinance existing debt.

Should general economic conditions not improve, if we are unable to obtain sufficient funding [added: or applicable government approvals] such that completion of our 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 our suspended projects could be lost and would result in an impairment charge.

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[removed: The failure of these recent trends to continue to improve] [added: _We face significant competition] in [removed: both Macau and] Las [removed: Vegas] [added: Vegas, which] could have [removed: an] [added: a material] adverse effect on our financial condition, results of operations [removed: and] [added: or] cash flows.

Our ongoing and future construction projects, such as our Cotai Strip projects, [removed: Marina Bay Sands,] Sands Bethlehem and the [removed: St. Regis Residences,] [added: Las Vegas Condo Tower,] entail significant risks.

As a result, we rely heavily upon our in-house development and construction team to coordinate the work of the various trade contractors and manage construction costs, which put more of the risk of cost-overruns on [removed: us] [added: us,] but allows us greater flexibility.

See also “— Risks Associated with Our International Operations — We are required to build and open our [added: Cotai Strip] developments on parcel 3 [removed: of the Cotai Strip] by April [removed: 2013.][added: 2013 and on parcels 5 and 6 by May 2014.]

Unless we meet [removed: this deadline] [added: these deadlines] or obtain [removed: an extension,] [added: extensions,] we may lose our land [removed: concession] [added: concessions] for parcel [removed: 3,] [added: 3 or parcels 5 and 6,] which would prohibit us from operating any facilities developed under such land [removed: concession.”][added: concessions.”]

The failure to obtain the necessary financing, or satisfy these funding conditions, could [removed: adversely] [added: have an adverse] effect [added: on] our ability to construct our development projects.

_Because we are currently dependent primarily upon our properties in [removed: two] [added: three] markets for all of our cash flow, we are subject to greater risks than a gaming company with more operating properties or that operates in more markets._

We currently do not have material operations other than our Las [removed: Vegas and] [added: Vegas,] Macau [added: and Singapore] properties.

As a result, we are primarily dependent upon these properties for all of our [removed: cash flow until we open our Marina Bay Sands, which is expected to open on April 27, 2010.][added: cash.]

Given that our operations are currently conducted primarily at properties in Las [removed: Vegas and] [added: Vegas,] Macau and [added: Singapore and] that a large portion of our planned future development is in [removed: Macau and Singapore,] [added: Macau,] we will be subject to greater degrees of risk than a gaming company with more operating properties or that operates in more markets.

| | • | | a decline in the number of visitors to Las [removed: Vegas or] [added: Vegas,] Macau or [removed: visitation levels in Singapore are less than expected.] [added: Singapore.] |

As of December 31, [removed: 2009,] [added: 2010,] we had [removed: $11.03] [added: $10.14] billion of long-term debt outstanding.

| | • | | subject us to higher interest expense in the event of increases in interest rates as a significant portion of our debt [removed: is] [added: is,] and will continue to [removed: be] [added: be,] at variable rates of interest. |

We expect that all of our current projects will be funded with existing cash balances, cash flows from operations and available borrowings from our existing [removed: and proposed] credit facilities, with the exception of those projects currently suspended.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Organization and Business of Company — Development Financing Strategy” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 8] [added: 9] — Long-Term Debt” for further description of these covenants and the potential impact of noncompliance.

We also have builder’s risk insurance for our projects under construction in [removed: Macau] [added: Macau, Singapore] and [removed: Singapore.][added: Pennsylvania.]

[removed: Goldstein,] [added: Goldstein and] Kenneth J.

[removed: Alberto Gonzalez-Pita] [added: Kay] have each entered into employment agreements with us; however, we cannot assure you that any of our executive officers will remain with us.

These agreements are currently scheduled to expire in December [removed: 2010 for Mr. Adelson, March] 2011 for [removed: Mr. Leven and December 2011 for] Messrs.

[removed: _We are controlled by a] [added: _The interests of our] principal stockholder [removed: whose interest] in our business may be different [removed: than] [added: from] yours._

Mr. Adelson, his family members and trusts established for the benefit of Mr. Adelson and/or his family members beneficially own (excluding unexercised warrants to purchase 87.5 million shares of our common stock) approximately [removed: 52%] [added: 49%] of our outstanding common stock as of December 31, [removed: 2009.][added: 2010.]

Most of our customers travel to reach our Las [removed: Vegas and] [added: Vegas,] Macau [removed: properties and, following its opening, our] [added: and] Singapore [removed: property.][added: properties.]

During the year ended December 31, [removed: 2009,] [added: 2010,] approximately [removed: 57.5%] [added: 64.2%, 36.9%] and [removed: 31.4%] [added: 35.2%] of our table games drop at our Las Vegas [added: properties, Macau] properties and [removed: Macau properties,] [added: Marina Bay Sands,] respectively, was from credit-based wagering.

In addition, any significant downturn in the trade show and convention business could [removed: significantly] [added: have a significant] and [removed: adversely affect] [added: adverse effect on] our mid-week occupancy rates and business._

The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could [removed: adversely] [added: have an adverse] effect [added: on] our financial condition, results of operations or cash flows.

If our gaming licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of the [removed: casino,] [added: casinos,] which would have a material adverse effect on our business.

For a more complete description of the gaming regulatory requirements [removed: affecting] [added: that have an effect on] our business, see “Item 1 — Business — Regulation and Licensing.”

_If [removed: the operating results of The Shoppes at The Palazzo continue to be less than we initially expected, if] GGP (or any future owner of The Shoppes at The Palazzo or The Grand Canal Shoppes) breaches any of its material agreements with [removed: us,] [added: us] or if we are unable to maintain an acceptable working relationship with GGP (or any future owner), there could be a material adverse effect on our financial condition, results of operations or cash flows._

We have entered into agreements with GGP under which, among other [removed: things:][added: things, GGP has agreed to operate The Grand Canal Shoppes and The Shoppes at The Palazzo subject to, and in accordance with, the cooperation agreement.]

[removed: If the global economic downturn continues,] [added: The final calculation of] the net operating income [removed: for The Shoppes at The Palazzo] may [removed: continue to] be significantly [removed: worse] [added: less] than expected at the time the complex was sold to [removed: GGP,] [added: GGP] and therefore the [removed: amounts GGP is obligated to pay us] [added: final purchase price] may also be significantly less than expected.

(Some of the tenants at The Shoppes at The Palazzo whose sales have been less than initially expected have [removed: already] asked for temporary [removed: reductions or] abatements in base rent, to which we and GGP have agreed.) [removed: Further, as a result of GGP’s publicly disclosed liquidity and leverage problems, there can be no assurance that GGP will] [added: We may] be [removed: able] [added: required] to [removed: pay us] [added: record a loss on the sale in the] future [removed: amounts owed.][added: depending on the resolution of such matters and the resulting agreed upon final purchase price.]

[removed: | | • | |] [added: For example,] the cooperation agreement that governs the relationships between The Shoppes at The Palazzo and The Palazzo and The Grand Canal Shoppes and The Venetian Las Vegas requires that the owners cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship. [removed: |]

The effect of these disruptions was widespread and difficult to quantify.

While economic conditions have recently improved, that trend may not continue and the extent of the current economic improvement is unknown.

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

See “— Risks Associated with Our International Operations — During December 2010, we received notice from the Macau government that our application for a land concession for parcels 7 and 8 was not approved.

If we do not obtain the land concession or do not receive full reimbursement of our capitalized investment in this project, we would record a charge for all or some portion of our investment in this site and would not be able to build or operate the planned facilities on this site.” In addition, we may be subject to penalties under the termination clauses in our construction contracts or termination rights under our management contracts with certain hotel management companies (see “— Risks Associated with Our International Operations — Our revised development plan may give certain of our hotel managers for our Cotai Strip developments the right to terminate their agreements with us”).

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_Our indebtedness is secured by a substantial portion of our assets, except for our equity interests in our subsidiaries._

Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our debt is secured by liens on substantially all of our assets, except for our equity interests in our subsidiaries.

In the event of a default under our financing agreements, or if we experience insolvency, liquidation, dissolution or reorganization, the holders of our secured debt instruments would first be entitled to payment from their collateral security, and only then would holders of our unsecured debt and equity holders be entitled to payment from our remaining assets.

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Adelson and Kay, November 2012 for Mr. Leven and December 2012 for Mr. Goldstein.

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On February 9, 2011, LVSC received a subpoena from the SEC requesting that the Company produce documents relating to its compliance with the FCPA.

The Company has also been advised by the Department of Justice that it is conducting a similar investigation.

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

We endeavor to establish and protect our IP rights and our goods and services through trademarks and service marks, copyrights, patents, trade secrets, domain names, licenses, other contractual provisions, employee nondisclosure agreements, and confidentiality and information-security measures and procedures.

Our failure to possess, obtain or maintain adequate protection of our IP rights for any reason could have a material adverse effect on our business, financial condition and results of operations.

Examples of such a potential failure include: (1) if one of our marks becomes so well known by the public that its use is deemed generic, we could lose exclusive rights to such mark or be forced to rebrand; (2) if a third party claims we have infringed, currently infringe, or could in the future infringe its IP rights, we may need to cease use of such IP or take other steps; (3) if third parties violate their obligations to us to maintain confidentiality of our proprietary information or there is a security breach or lapse, our business may be affected; or (4) if third parties misappropriate or infringe our IP, our business may be affected.

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

In November 2009, we completed the SCL Offering, wherein our subsidiary, SCL, listed its ordinary shares on The Main Board of the SEHK.

We currently own 70.3% of the issued and outstanding ordinary shares of SCL.

As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL.

Decisions that could have different implications for us and SCL, including contractual arrangements that we have entered into or may in the future enter into with SCL may give rise to the appearance of a potential conflict of interest.

We are subject to taxation and regulation by various government agencies, primarily in the U.S. (federal, state and local levels), Singapore and Macau.

From time to time, U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application thereof, which could result in higher taxes than would be incurred under existing tax law or interpretation.

In particular, government agencies may make changes that could reduce the profits that we can effectively realize from our non-U.S. operations.

Like most U.S. companies, our effective tax rate reflects the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates.

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_The final purchase price on the sale of The Shoppes at The Palazzo could have an adverse effect on the results of operations or cash flows at our Las Vegas Operating Properties._

Pursuant to the Amended Agreement for the sale of The Shoppes at The Palazzo, a calculation was to be performed during the third quarter of 2010 (on the 30-month anniversary of the closing date) to determine whether additional amounts were owed to us.

We and GGP have entered into several additional amendments to the Amended Agreement to defer the time to reach agreement on the final purchase price as both parties are continuing to work on various matters related to the calculation of the net operating income of The Shoppes at The Palazzo during the measurement period.

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If we do not obtain the land concession or do not receive full reimbursement of our capitalized investment in this project, we would record a charge for all or some portion of our investment in this site and would not be able to build or operate the planned facilities on this site._

During December 2010, we received notice from the Macau government that our application for a land concession for parcels 7 and 8 was not approved and we applied to the Chief Executive of Macau for a review of the decision.

Subsequent to December 31, 2010, we filed an appeal with the Court of Second Instance in Macau, which has yet to issue a decision.

Should we win our appeal, it is still possible for the Chief Executive of Macau to again deny the land concession based upon public policy considerations.

The effects of these disruptions are widespread and difficult to quantify, and it is impossible to predict when the global credit markets will improve, if at all, or when the credit contraction will stop.

In addition, we may be subject to penalties under the termination clauses in our construction contracts or termination rights under our management contracts with certain hotel management companies.

The general global economic slowdown has resulted in a decline in tourism and visitors to Macau and Las Vegas, with Las Vegas also being affected by the current housing crisis.

In Macau, according to government statistics, visitor arrivals to Macau decreased 5.1% and occupancy rates have decreased 2.9% during 2009 as compared to 2008.

Despite the decline in visitors, gaming revenue increased 9.7% in 2009 as compared to 2008, while it increased 50.2% for the quarter ended December 31, 2009, as compared to the quarter ended December 31, 2008.

In Las Vegas, according to visitor statistics, occupancy rates across Las Vegas declined by 4.5%, room rates declined by 22.0% and gaming revenue declined by 9.4% during 2009 as compared to 2008.

For the quarter ended December 31, 2009, occupancy rates across Las Vegas declined by 2.0%, room rates declined by 11.8% and gaming revenues were unchanged compared to the quarter ended December 31, 2008.

| --- | --- | --- | --- |

Kay and J.

Goldstein, Kay and Gonzalez-Pita.

Because Mr. Adelson and trusts for the benefit of Mr. Adelson and/or his family members own more than 50% of the voting power of our company, we are considered a controlled company under the NYSE listing standards.

As such, the NYSE corporate governance rules requiring that a majority of our Board of Directors and our entire compensation committee be independent do not apply to us.

As a result, the ability of our independent directors to influence our business policies and affairs may be reduced.

_We face significant competition in Las Vegas, which could materially adversely effect our financial condition, results of operations or cash flows.

Competition will be increasing for the Sands Expo Center as a result of planned additional convention and meeting facilities, as well as the enhancement or expansion of existing convention and meeting facilities, in Las Vegas.

| | • | | GGP remains obligated to make payments to us in connection with their purchase of The Shoppes at The Palazzo, which payments are based on projected and, ultimately, actual net operating income for The Shoppes at The Palazzo; and |

| | • | | GGP has agreed to operate The Grand Canal Shoppes and The Shoppes at The Palazzo subject to, and in accordance with, the cooperation agreement. |

In April 2009, GGP and its subsidiary that owns The Shoppes at The Palazzo filed 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.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 5 — Property and Equipment, Net.”

For example:

| | • | | 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; and |

In February 2010, the Obama Administration released its fiscal year 2011 budget which included proposals for new U.S. tax legislation that would change how U.S. multinational corporations are taxed on their global income.

It is uncertain whether some or all of the proposals will be enacted.

Further, the percentage of our gross gaming revenues that we must contribute annually to the Macau authorities is subject to change in 2010.

_We are constructing our remaining Cotai Strip projects on land for which we have not yet been granted concessions.

If we do not obtain land concessions, we could forfeit all or a substantial part of our investment in these sites and would not be able to build or operate the planned facilities on these sites._

Land concessions in Macau generally have terms of 25 years, with automatic extensions at our option of 10 years thereafter in accordance with Macau law.

There are common rates based on land use generally applied to determine the cost of these land concessions.

We have formally accepted the terms and conditions of the draft land concession and have 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, we 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 “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 6 — Leasehold Interests in Land, Net”).

The land concession requires us 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 we are not able to meet this deadline, we 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.

As a result, we could forfeit all or a substantial part of its $1.73 billion in capitalized costs, as of December 31, 2009, related to our development on parcels 5 and 6.

We have commenced pre-construction on parcel 3 and intend to commence construction after necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained.

As a result, there is a significant risk that we will not be able to complete construction by the deadline.

A loss of our land concession would prohibit us from operating any properties developed under the land concession for parcel 3.

The Macau government permits existing concessionaires to grant subconcessions; however, the Macau government has undertaken contractually not to grant additional gaming concessions until April 1, 2009.

We expect competition in Singapore for employees with the skills we require as we develop and open the Marina Bay Sands.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements, and the notes thereto and other financial information included in this Form 10-K.

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements.

See “— Special Note Regarding Forward-Looking Statements.”

Operations

We view each of our casino properties as an operating segment.

Our operating segments in the U.S. consist of The Venetian Las Vegas, The Palazzo and Sands Bethlehem.

The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into our Las Vegas Operating Properties, considering their similar economic characteristics, types of customers, types of services and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure.

Approximately 63.8% and 62.9% of gross revenue at our Las Vegas Operating Properties for the years ended December 31, 2010 and 2009, respectively, was derived from room revenues, food and beverage services, and other non-gaming sources, and 36.2% and 37.1%, respectively, was derived from gaming activities.

The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business and the resulting high occupancy and room rates throughout the week, including during mid-week periods.

Approximately 92.1% and 89.9% of gross revenue at Sands Bethlehem for the year ended December 31, 2010 and the period ended December 31, 2009, respectively, was derived from gaming activities, with the remainder derived from food and beverage services, and other non-gaming sources.

Our Macau operating segments consist of Sands Macao, The Venetian Macao, Four Seasons Macao and other ancillary operations that support these properties and will support our remaining Cotai Strip development projects.

Approximately 94.2% and 93.6% of the gross revenue at the Sands Macao for the years ended December 31, 2010 and 2009, respectively, was derived from gaming activities, with the remainder primarily derived from room revenues and food and beverage services.

Approximately 82.7% and 81.3% of the gross revenue at The Venetian Macao for years ended December 31, 2010 and 2009, respectively, was derived from gaming activities, with the remainder derived from room revenues, food and beverage services, and other non-gaming sources.

Approximately 82.0% and 73.8% of the gross revenue at the Four Seasons Macao for the years ended December 31, 2010 and 2009, respectively, was derived from gaming activities, with the remainder derived from retail and other non-gaming sources.

Our Singapore operating segment consists of the Marina Bay Sands, which partially opened on April 27, 2010, with additional portions opened progressively throughout 2010.

Approximately 79.8% of the gross revenue at the Marina Bay Sands for the period ended December 31, 2010, was derived from gaming activities, with the remainder derived from room revenues, food and beverage services, and other non-gaming sources.

Development Projects

We have suspended portions of our development projects to focus our efforts on those projects with the highest expected rates of return on invested capital.

Should general economic conditions fail to improve, if we are unable to obtain sufficient funding or applicable government approvals such that completion of our suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date on our suspended projects could be lost and would result in an impairment charge.

In addition, we may be subject to penalties under the termination clauses in our construction contracts or termination rights under our management contracts with certain hotel management companies.

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_United States_

We were constructing the Las Vegas Condo Tower, which is located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas.

We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions.

We intend to recommence construction when demand and conditions improve and expect that it will take approximately 18 months thereafter to complete construction of the project.

As of December 31, 2010, we have capitalized construction costs of $176.4 million for this project.

_Macau_

We submitted plans to the Macau government for our 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 we refer to as parcels 3, 5 and 6, and 7 and 8).

Subject to the approval from the Macau government, as discussed further below, the developments are expected to include hotels, exhibition and conference facilities, gaming areas, showrooms, spas, dining, retail and entertainment facilities and other amenities.

We commenced construction or pre-construction activities on these developments and plan to operate the related gaming areas under our Macau gaming subconcession.

We are staging the construction of the integrated resort on parcels 5 and 6.

Phases I and II of the integrated resort are expected to feature approximately 6,000 Shangri-La-, Traders- and Sheraton-branded 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 III of the project is expected to include a fourth St. Regis-branded hotel and mixed-use tower.

In connection with entering into the $1.75 billion VOL credit facility to be used together with $500.0 million of proceeds from the SCL Offering, we have recommenced construction activities.

We are currently working with the Macau government to obtain sufficient construction labor for the project.

Until adequate labor quotas are received, the timing of the completion of phases I and II is currently not determinable; however, we are progressing on alternative scenarios for completion of selected portions of phases I and II with the construction labor currently onsite.

We intend to commence construction of phase III of the project as demand and market conditions warrant it.

As of December 31, 2010, we have capitalized construction costs of $2.01 billion for the entire project (including $135.1 million in outstanding construction payables).

We had commenced pre-construction activities on parcels 7 and 8 and 3, and intend to commence construction after the integrated resort on parcels 5 and 6 is complete, necessary government approvals are obtained (including the land concession for parcels 7 and 8), regional and global economic conditions improve, future demand warrants it and additional financing is obtained.

As of December 31, 2010, we have capitalized construction costs of $102.1 million and $34.3 million for parcels 7 and 8 and 3, respectively.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt, which we attempt to manage through the use of interest rate cap agreements.

We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.

Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting.

Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements.

Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.

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The table below provides information about our financial instruments that are sensitive to changes in interest rates.

For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates.

Notional amounts are used to calculate the contractual payments to be exchanged under the contract.

Weighted average variable rates are based on December 31, 2010, LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements.

The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency, for the years ending December 31:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair | | |

| | | 2011 | | | | 2012 | | | | 2013 | | | | 2014 | | | | 2015 | | | | Thereafter | | | | Total | | | | Value(1) | | |

| | | (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Long term debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 189.7 | | | $ | — | | | $ | 189.7 | | | $ | 193.0 | |

| Average interest rate(2) | | | — | % | | | — | % | | | — | % | | | — | % | | | 6.4 | % | | | — | % | | | 6.4 | % | | | | |

| Variable rate | | $ | 764.4 | | | $ | 1,480.3 | | | $ | 1,408.7 | | | $ | 1,544.8 | | | $ | 3,060.0 | | | $ | 1,667.8 | | | $ | 9,926.0 | | | $ | 9,526.9 | |

| Average interest rate(2) | | | 3.5 | % | | | 4.1 | % | | | 3.9 | % | | | 2.6 | % | | | 2.8 | % | | | 3.0 | % | | | 3.2 | % | | | | |

| ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cap Agreements(3) | | $ | — | | | $ | 0.2 | | | $ | 1.4 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.6 | | | $ | 1.6 | |

| | | |

| --- | --- | --- |

| (1) | | The estimated fair values are 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. |

| | | |

| (2) | | Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable rate indebtedness. Based on variable rate debt levels as of December 31, 2010, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change approximately $97.9 million. |

| | | |

| (3) | | As of December 31, 2010, we have thirty four interest rate cap agreements with an aggregate fair value of $1.6 million based on quoted market values from the institutions holding the agreements. |

Borrowings under the U.S. credit facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate or at an alternative base rate plus a credit spread.

The portions of the revolving facility and term loans that were not extended bear interest at the alternative base rate plus 0.5% per annum or 0.75% per annum, respectively, or at the adjusted Eurodollar rate plus 1.5% per annum or 1.75% per annum, respectively.

The extended revolving facility and extended term loans bear interest at the alternative base rate plus 1.25% per annum or 1.75% per annum, respectively, or at the adjusted Eurodollar rate plus 2.25% per annum or 2.75% per annum, respectively.

Applicable spreads under the U.S. credit facility are subject to downward adjustments based upon our credit rating.

Borrowings under the VML credit facility, as amended, bear interest, at our election, at either an adjusted Eurodollar rate (or in the case of the local term loan, adjusted HIBOR) plus 4.5% per annum or at an alternative base rate plus 3.5% per annum.

Applicable spreads under the VML revolving facility are subject to a downward adjustment if certain consolidated leverage ratios are satisfied.

Borrowings under the VOL Credit Facility bear interest at either the adjusted Eurodollar rate or an alternative base rate (in the case of U.S. dollar denominated loans or HIBOR, in the case of Hong Kong dollar and Macau pataca denominated loans), as applicable, plus a spread of 4.5% per annum.

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries “we” or the “Company”) [removed: own] [added: owns] and [removed: operate] [added: operates] The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), The Palazzo Resort Hotel Casino (“The Palazzo”) and The Sands Expo and Convention Center (the “Sands Expo Center”) in Las Vegas, Nevada, and the Sands Macao, The Venetian Macao Resort Hotel (“The Venetian Macao”), the Four Seasons Hotel Macao, Cotai [removed: StripTM] [added: Striptm] (the “Four Seasons Hotel Macao,” which is managed by Four Seasons Hotels Inc.) and the Plaza Casino (together with the Four Seasons Hotel Macao, the “Four Seasons Macao”) in the Macau Special Administrative Region (“Macau”) of the People’s Republic of China (“China”).

[removed: In addition, we are developing] [added: We also own and operate the] Marina Bay [removed: Sands, an integrated resort] [added: Sands] in Singapore, and [added: the] Sands Casino Resort Bethlehem (the “Sands [removed: Bethlehem”), an integrated resort] [added: Bethlehem”)] in Bethlehem, Pennsylvania.

In November 2009, our [removed: newly formed] subsidiary, Sands China Ltd. (“SCL,” the direct or indirect owner and operator of the majority of our Macau operations, including Sands Macao, The Venetian Macao, Four Seasons Macao and our ferry operations, and developer of the remaining Cotai Strip integrated resorts), completed an initial public offering of 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 “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 9] [added: 10] — Equity — Noncontrolling Interests”), we owned 70.3% of [added: the] issued and outstanding ordinary shares of SCL.

Management 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; [removed: and] Other Asia (comprised primarily of our ferry operations and various other operations that are ancillary to our properties in [removed: Macau).][added: Macau); and Marina Bay Sands.]

Management also reviews construction and development activities for each of its primary projects, some of which have been suspended (as further described below): The Venetian Las Vegas; The Palazzo; Sands Bethlehem; Sands Macao; The Venetian Macao; Four Seasons Macao; Other Asia; Marina Bay [removed: Sands in Singapore;] [added: Sands;] Other Development Projects (comprised primarily of our other Cotai Strip development projects); and Corporate and Other (comprised primarily of airplanes and our [removed: St. Regis-branded] Las Vegas condominium project).

The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (collectively, the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of [removed: service] [added: services] and products, the regulatory business environment of the operations within each segment and our organizational and management reporting structure.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 17] [added: 18] — Segment Information.”

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and approximately 225,000 square feet of gaming space, which includes approximately [removed: 240] [added: 230] table games and [removed: 3,020] [added: 2,640] slot machines.

The casino at The Venetian Las Vegas has approximately 120,000 square feet of gaming space and includes approximately [removed: 115] [added: 110] table games and [removed: 1,610] [added: 1,370] slot machines.

The casino at The Palazzo [removed: is] [added: has] approximately 105,000 square feet of gaming space and [removed: has] [added: includes] approximately [removed: 125] [added: 120] table games and [removed: 1,410] [added: 1,270] slot machines.

In [removed: 2009,] [added: 2010,] approximately [removed: 0.8] [added: 0.9] million visitors attended meetings, trade shows and conventions at Sands Expo Center and our meeting and conference facilities.

[removed: We are in] [added: In May 2009, we partially opened] the [removed: process of developing] Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania.

As of December 31, [removed: 2009,] [added: 2010,] we have capitalized construction costs of [removed: $628.6] [added: $654.1] million for this project (including [removed: $31.6] [added: $12.2] million in outstanding construction payables).

We expect to spend approximately [removed: $45] [added: $70] million [added: to complete construction of the project,] on furniture, fixtures and equipment (“FF&E”) and other costs, and to pay outstanding construction payables, as noted above.

In February 2010, we submitted a petition to the [removed: Pennsylvania Gaming Control Board (the “PaGCB”) seeking] [added: PaGCB to obtain] a [added: table games operation] certificate to [removed: add] [added: operate] table games [added: at Sands Bethlehem,] based on a revision to the [removed: Pennsylvania Act] [added: law] in 2010 that authorized table games.

SCL, of which we [added: currently] own [removed: 70.3% subsequent to the SCL Offering and related transactions,] [added: 70.3%,] includes the operations of the Sands Macao, The Venetian Macao, Four Seasons Macao and other ancillary operations that support these properties.

This location provides the Sands Macao primary access to a large customer base, particularly the approximately [removed: 8.7] [added: 10.2] million visitors who arrived in Macau by ferry in [removed: 2009.][added: 2010.]

The Sands Macao includes approximately [removed: 229,000] [added: 197,000] square feet of gaming space [removed: and currently has] [added: with] approximately 420 table games and [removed: 1,170] [added: 1,140] slot machines or similar electronic gaming devices.

The Venetian Macao includes approximately 550,000 square feet of gaming space [removed: and has] [added: with] approximately 600 table games and [removed: 2,200] [added: 2,160] slot machines or similar electronic gaming devices, and a designed capacity of approximately 1,150 table games and 7,000 slot machines or similar electronic gaming devices.

The Four Seasons [removed: Macao] [added: Macao, which is located adjacent to The Venetian Macao,] includes the Four Seasons Hotel Macao with 360 rooms and suites managed by Four Seasons Hotels Inc. and the Plaza Casino, which we own and operate and which features approximately 70,000 square feet of gaming space with approximately 120 table games and 200 slot machines or similar electronic gaming devices; 19 Paiza mansions; several food and beverage offerings; conference and banquet facilities; and retail space of approximately 211,000 square feet, which is connected to the mall at The Venetian Macao.

We have completed the structural work of the tower and expect to monetize the units within the Four Seasons Apartments [removed: through various potential methods] subject to market conditions and obtaining the relevant government approvals.

As of December 31, [removed: 2009,] [added: 2010,] we have capitalized construction costs of [removed: $1.05] [added: $1.07] billion for [removed: this project] [added: the property] (including [removed: $28.0] [added: $16.2] million of outstanding construction payables).

We expect to spend approximately [removed: $165] [added: $115] million primarily on costs to complete the Four Seasons Apartments, including [removed: FF&E, pre-opening costs] [added: FF&E] and [removed: additional land premiums,] [added: pre-opening costs,] and to pay for outstanding construction payables, as noted above.

[removed: Given the challenging conditions in the capital markets and the global economy and their impact on our ongoing operations, we revised our development plan to suspend] [added: We have suspended] portions of our development projects [removed: and] [added: to] focus our [removed: development] efforts on those projects with the highest expected rates of return on invested capital.

Should general economic conditions fail to improve, if we are unable to obtain sufficient funding [added: or applicable government approvals] such that completion of our suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date on our suspended projects could be lost and would result in an impairment charge.

_United [removed: States Development Project_][added: States_]

We were constructing a [removed: St. Regis-branded] high-rise residential condominium [removed: tower, the St. Regis Residences at The Venetian Palazzo] [added: tower] (the [removed: “St. Regis Residences”),] [added: “Las Vegas Condo Tower”),] located on the Las Vegas Strip between The Palazzo and The [removed: Venetian.][added: Venetian Las Vegas.]

[removed: As part of our revised development plan, we] [added: We] suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions.

As of December 31, [removed: 2009,] [added: 2010,] we have capitalized construction costs of [removed: $184.8] [added: $176.4] million for this [removed: project (including $4.8 million in outstanding construction payables).][added: project.]

We expect to spend approximately [removed: $10] [added: SGD 955] million [added: (approximately $740 million at exchange rates in effect] on [added: December 31, 2010) on] additional costs [added: to complete the integrated resort, FF&E] and [added: other costs, and] to pay outstanding construction payables, as noted above.

Subject to the approval from the Macau government, [added: as discussed further below,] the developments are expected to include hotels, exhibition and conference facilities, gaming areas, showrooms, spas, dining, retail and entertainment facilities and other amenities.

We commenced construction or pre-construction [added: activities] on these developments and plan to operate the related gaming areas under our Macau gaming subconcession.

| | • | | Parcels 5 and 6 — [removed: Under our revised development plan, we] [added: We] are [removed: sequencing] [added: staging] the construction of the integrated resort on parcels 5 and [removed: 6 due to difficulties in the capital markets and overall decline in general economic conditions.] [added: 6.] Upon completion of phases I and II of the project, the integrated resort will feature approximately 6,000 [removed: luxury and mid-scale] 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 [removed: 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 [removed: with approximately 2,300 rooms] to be managed by Starwood under its Sheraton brand. Phase I will also include the gaming [removed: space, theater] [added: space] and a partial opening of the retail and exhibition and conference facilities. The total cost to complete phase I is expected to be approximately $2.0 billion. Phase II of the project includes completion of the [added: additional] Sheraton hotel [removed: tower as well as] [added: tower,] the [added: theater and the] remaining retail facilities. The total cost to complete phase II is expected to be approximately [removed: $235] [added: $300] million. Phase III of the project is expected to include a fourth hotel and mixed-use tower to be managed by Starwood under its St. Regis [removed: brand. The] [added: brand and the] total cost to complete [removed: phase III] is expected to be approximately $450 million. In connection with [removed: receiving commitments of] [added: entering into the] $1.75 billion [removed: of project financing in November 2009 (which we expect to close in March 2010)] [added: Venetian Orient Limited (“VOL”) credit facility] to be used together with [removed: a portion] [added: $500.0 million] of [removed: the] proceeds from the SCL Offering, we [added: have recommenced construction activities. We] are [removed: recommencing] [added: currently working with the Macau government to obtain sufficient] construction [added: labor for the project. Until adequate labor quotas are received, the timing] of [added: the completion of] phases I and II [removed: and expect that it will take approximately 16 months to complete construction] [added: is currently not determinable; however, we are progressing on alternative scenarios for completion] of [removed: phase I, an additional six months thereafter to complete the adjacent Sheraton tower in phase II] [added: selected portions of phases I] and [removed: an additional 24 months thereafter to complete] [added: II with] the [removed: remaining retail facilities in phase II.] [added: construction labor currently onsite.] We intend to commence construction of phase III of the project as demand and market conditions warrant it. As of December 31, [removed: 2009,] [added: 2010,] we have capitalized construction costs of [removed: $1.73] [added: $2.01] billion for the entire project (including [removed: $138.0] [added: $135.1] million in outstanding construction payables). Our management agreements with Starwood and Shangri-La impose certain construction deadlines and opening obligations on us and certain past and/or anticipated delays, as described above, [removed: may represent a default under the respective agreements, which] would allow Starwood and Shangri-La to terminate their respective agreements. We are currently negotiating [removed: amendmends] [added: (or undertaking] to [added: negotiate) amendments to] the management agreements with Starwood and Shangri-La to provide for new opening [removed: timelines, which we expect to finalize by the second quarter] [added: timelines. See “Item 1A — Risk Factors — Risks Related with Our International Operations — Our revised development plan may give certain] of [removed: 2010.] [added: our hotel managers for our Cotai Strip developments the right to terminate their agreements with us.”] |

| | • | | Parcels 7 and 8 — [removed: The integrated resort on] [added: If we are successful in winning our appeal and obtaining the land concession for] parcels 7 and 8 [added: (as discussed below), the related integrated resort] is expected to be similar in size and scope to the integrated resort on parcels 5 and 6. We had commenced pre-construction [added: activities] and have capitalized construction costs of [removed: $116.2] [added: $102.1] million as of December 31, [removed: 2009.] [added: 2010.] We intend to commence construction after the integrated resorts on parcels 5 and 6 and 3 are complete, necessary government approvals are [removed: obtained,] [added: obtained (including the land concession),] regional and global economic conditions improve, future demand warrants it and additional financing is obtained. |

| | • | | Parcel 3 — The integrated resort on parcel 3 will be connected to The Venetian Macao and Four Seasons Macao. The multi-hotel complex is intended to include a gaming area, a shopping mall and serviced luxury apart-hotel units. We had commenced pre-construction [added: activities] and have capitalized construction costs of [removed: $35.7] [added: $34.3] million as of December 31, [removed: 2009.] [added: 2010.] We intend 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 our previously estimated cost to complete our Cotai Strip developments is currently not [removed: determinable with certainty.][added: determinable.]

As of December 31, [removed: 2009,] [added: 2010,] we have capitalized an aggregate of [removed: $5.82] [added: $6.1] billion in construction costs for our Cotai Strip developments, including The Venetian Macao and Four Seasons Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations.

In addition to [removed: the commitments for project financing, which we received for] [added: funding] phases I and II of parcels 5 and 6 [removed: in November 2009,] [added: with the $1.75 billion VOL credit facility,] we will need to arrange additional financing to fund the balance of our Cotai Strip developments and there is no assurance that we will be able to obtain any of the additional financing required.

##### [Table of Contents](#C08516tocpage)

The Sands Bethlehem currently features approximately 146,000 square feet of gaming space and includes over 80 table games, which operations commenced in July 2010, and 3,020 slot machines.

In April 2010, we recommenced construction of a 300-room hotel tower, which is expected to open in the second quarter of 2011.

Subsequent to year end, we are initiating construction activities on the remaining components of the integrated resort, which include an approximate 200,000-square-foot retail facility and a 50,000-square-foot multipurpose event center.

##### [Table of Contents](#C08516tocpage)

_Singapore_

Marina Bay Sands, our integrated resort in Singapore, partially opened on April 27, 2010 with additional portions opened progressively throughout 2010.

Subsequent to year-end, the Marina Bay Sands opened a landmark iconic structure at the bay-front promenade that contains an art/science museum.

##### [Table of Contents](#C08516tocpage)

_Macau_

##### [Table of Contents](#C08516tocpage)

Land concessions in Macau generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macau law.

During December 2010, we received notice from the Macau government that our application for a land concession for parcels 7 and 8 was not approved and we applied to the Chief Executive of Macau for a review of the decision.

Subsequent to December 31, 2010, we filed an appeal with the Court of Second Instance in Macau, which has yet to issue a decision.

Should we win our appeal, it is still possible for the Chief Executive of Macau to again deny the land concession based upon public policy considerations.

If we do not obtain the land concession or do not receive full reimbursement of our capitalized investment in this project, we would record a charge for all or some portion of the $102.1 million in capitalized construction costs, as of December 31, 2010, related to our development on parcels 7 and 8.

The land concession for parcels 5 and 6 contains a similar requirement that the corresponding development be completed by May 2014 (48 months from the date the land concession became effective).

As a result, we could record a charge for all or some portion of the $34.3 million and $2.01 billion in capitalized construction costs, as of December 31, 2010, related to our developments on parcels 3 or 5 and 6, respectively.

_Other_

##### [Table of Contents](#C08516tocpage)

We have seen a significant increase in slot machine play since 2003 and expect the slot machine business to continue to grow in Macau.

Travel restrictions from mainland China have historically affected overall visitation to Macau and may continue to do so in the future.

##### [Table of Contents](#C08516tocpage)

In April 2010, Wynn Resorts Macau opened Encore at Wynn Macau, which includes 414 suites and villas, a casino and other non-gaming amenities.

##### [Table of Contents](#C08516tocpage)

The Singapore Market

_Singapore as a Gaming and Resort Destination_

Singapore is regarded as having the most developed financial and transportation infrastructure in the Southeast Asia region.

Singapore has established itself as a destination for both business and leisure visitors, offering convention and exhibition facilities as well as world-class shopping malls and hotel accommodations.

In 2006, after a competitive bid process, the Singapore government awarded two concessions to develop and operate two integrated resorts to further develop Singapore’s appeal as a business and leisure destination.

We were awarded the concession for the Marina Bay site, which is adjacent to Singapore’s central business district, and opened our Marina Bay Sands property on April 27, 2010.

The second integrated resort site is located on Singapore’s Sentosa Island.

Based on figures released by the Singapore Tourism Board (the “STB”), Singapore welcomed 11.6 million international visitors in 2010, an increase of 20% as compared to 2009, and cumulative tourism receipts are estimated to have reached more than $14.0 billion in 2010, a 49% increase as compared to 2009.

The total average length of stay for visitors to Singapore in 2010 was estimated to be 3.9 days by the STB.

The gaming regulator in Singapore, the Casino Regulatory Authority (the “CRA”), does not disclose gaming revenue for the market and thus no official figure exists.

We believe Marina Bay Sands is ideally positioned within Singapore to cater to both business and leisure visitors.

The property offers approximately 1.3 million square feet of convention and meeting room space, approximately 2,600 rooms and suites, and additional amenities including entertainment, retail and dining offerings, and is approximately a 20 minute drive from Singapore’s Changi International Airport.

We believe this unique set of features will enable the property to increase the overall appeal of Singapore, grow visitation to the market, and ultimately allow us to benefit from these developments.

To date, the overall gaming market consists of a balanced contribution from both the VIP and mass gaming segments.

Consistent with our experience in Macau, baccarat is the preferred table game in both the VIP and mass gaming segments.

On May 22, 2009, we 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.

If approved by the PaGCB, we expect 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.

In August 2008, we opened the Four Seasons Macao, which is located adjacent to The Venetian Macao.

_Macao Development Projects_

In October 2008, the Macau government amended our land concession to allow us 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.

As a result, we could forfeit all or a substantial portion of our $35.7 million in capitalized costs, as of December 31, 2009, related to our development on parcel 3.

In November 2009, we received the final draft of the land concession agreement from the Macau government for parcels 5 and 6.

We have formally accepted the terms and conditions of the draft land concession and have 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, we will be required to make additional land premium and annual rent payments in the amounts and at the times specified in the land concession.

The land concession requires us 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 we are not able to meet this deadline, we 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 we are unable to the meet the deadline and that deadline is not extended, we could lose our land concession for parcels 5 and 6, which would prohibit us from operating any facilities developed under the land concession.

As a result, we could forfeit all or a substantial part of our $1.73 billion in capitalized costs, as of December 31, 2009, related to our development on parcels 5 and 6.

We do not yet have all of the necessary Macau government approvals to develop our planned Cotai Strip developments on parcels 3, 5, 6, 7 and 8.

We have 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 our 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 we do not obtain these land concessions, we could forfeit all or a substantial part of our $116.2 million in capitalized costs, as of December 31, 2009, related to our developments on parcels 7 and 8.

_Singapore Development Project_

We expect 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.

Based on our current development plan, we expect to open the Marina Bay Sands on April 27, 2010.

_Other Development Projects_

The large projects mentioned above, which are expected to open in the next several years, are expected to include additional convention and conference facilities.

Recent travel restrictions from mainland China are affecting overall visitation to Macau.

The Macau government had undertaken contractually not to grant additional gaming concessions until April 1, 2009.

Galaxy was obligated to invest at least 4.4 billion patacas (approximately $550.9 million at exchange rates in effect on December 31, 2009) by June 2012 under its concession agreement with the Macau government.

| | | | |

In February 2010, we submitted a petition to the PaGCB to obtain a table games operation certificate to operate up to 250 table games at Sands Bethlehem, based on a revision to the Pennsylvania Act in 2010 that authorized table games.

If approved by the PaGCB, we will be required to pay a one-time non-refundable $16.5 million license fee.

On August 23, 2006, MBS entered into the Development Agreement with the STB to design, develop, construct and operate an integrated resort in Singapore called Marina Bay Sands.

MBS expects the Development Agreement will be amended to reflect an agreement between MBS and the STB once approval is obtained on the final design plans of the integrated resort.

MBS must complete the construction of the Marina Bay Sands by no later than August 22, 2014.

See “— Supplement to the Development Agreement” for the revised opening obligations.

The Singapore Casino Regulatory Authority (“CRA”) has issued certain final regulations and internal control standards and is nearing the completion of that process.

MBS has been and is actively engaged in a regular dialogue with the relevant authorities in Singapore in connection with the drafting, adoption and compliance with these regulatory requirements.

MBS will have to pay an annual license fee of SGD 12.5 million (approximately $8.9 million at exchange rates in effect on December 31, 2009) that will cover the costs of implementing and enforcing the proposed regulations.

The Company is currently a 100% indirect controlling shareholder of MBS.

In November 2008, the CRA informed us, following our submission, that our conceptual casino floor plan for Marina Bay Sands complies with the CRA’s requirements for casino layout.

MBS has submitted a casino floor plan for approval by the CRA as part of the licensing process and MBS believes the floor plan is consistent with the parameters established by the CRA for such submissions.

Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice [removed: as] against all defendants.

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC”) filed an action against LVSI, VCR, Venetian Venture Development, [added: LLC (“Venetian Venture Development”),] William P.

[removed: Management believes that AAEC’s case against the] [added: The] Company [removed: is without merit and] intends to defend this matter vigorously.

The Company believes such [removed: claims, which] [added: claims] are based on a non-legally binding memorandum of agreement that expired by its terms [removed: over three years ago, are frivolous, baseless and without merit.][added: in 2005.]

The Company appealed the verdict to the Nevada Supreme Court.

On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial.

The Company intends to vigorously defend this matter.

The plaintiffs had until February 28, 2010, to file any objections thereto.

None were filed and the District Court entered an order on April 16, 2010, dismissing the case.

The plaintiff’s did not timely file an appeal of the District Court’s order dismissing the case and this matter has been closed.

On October 20, 2010, Steven C.

Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County, Nevada, alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC.

Mr. Jacobs is seeking unspecified damages.

This action is in a preliminary stage.

The Company intends to vigorously defend this matter.

On February 9, 2011, LVSC received a subpoena from the SEC requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act.

The Company has also been advised by the Department of Justice that it is conducting a similar investigation.

It is the Company’s belief that the subpoena emanated from allegations contained in the lawsuit filed by Steven C.

Jacobs described above.

The Company intends to cooperate with the investigations.

SAFE has concluded its investigation of these matters and imposed a penalty of approximately 10.8 million renminbi (approximately $1.6 million at exchange rates in effect on December 31, 2010) against one of the Company’s WFOEs.

The penalty has been paid and this matter has been closed.

On May 24, 2010, Frank J.

Fosbre, Jr. filed a purported class action complaint in the District Court, against LVSC, Sheldon G.

Adelson, and William P.

Weidner.

The complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008.

The complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs.

On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the District Court, against LVSC, Sheldon G.

Adelson, and William P.

Weidner.

The complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008.

The complaint, which is substantially similar to the Fosbre litigation, discussed above, seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs.

##### [Table of Contents](#C08516tocpage)

On August 31, 2010, the District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel.

On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G.

Adelson and William P.

Weidner.

The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008.

The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs.

This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter.

| | | |

| --- | --- | --- |

_The 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_

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.

The remaining $30.0 million was settled with 22,185,115 ordinary shares of SCL in connection with the SCL Offering.

The charge was recorded in corporate expense during the year ended December 31, 2009.

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.

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.

_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 all responses and replies thereto 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_

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

For the fiscal year ended December 31, [removed: 2009][added: 2010]

For the transition period from [removed: ___________ to ___________][added: to]

| [removed: Nevada _(State or other jurisdiction of incorporation or organization)_] 3355 Las Vegas Boulevard South Las Vegas, Nevada _(Address of principal executive offices)_ | | [removed: 27-0099920 _(IRS Employer Identification No.)_] 89109 _(Zip Code)_ |

Yes [removed: o] [added: þ] No o

As of June 30, [removed: 2009,] [added: 2010,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $2,484,669,331] [added: $7,009,236,556] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 660,323,374] [added: 726,471,263] shares of common stock outstanding as of February [removed: 19, 2010.][added: 18, 2011.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant’s [removed: 2010] [added: 2011] Annual Meeting of Stockholders | | Part III (Item 10 through Item 14) |

| [ITEM 1 — [removed: BUSINESS](#102)] [added: BUSINESS](#C08516102)] | | | 3 | | | | | |

| [ITEM 1A — RISK [removed: FACTORS](#103)] [added: FACTORS](#C08516103)] | | | [removed: 23] [added: 25] | | | | | |

| [ITEM 1B — UNRESOLVED STAFF [removed: COMMENTS](#104)] [added: COMMENTS](#C08516104)] | | | [removed: 37] [added: 41] | | | | | |

| [ITEM 2 — [removed: PROPERTIES](#105)] [added: PROPERTIES](#C08516105)] | | | [removed: 37] [added: 41] | | | | | |

| [ITEM 3 — LEGAL [removed: PROCEEDINGS](#106)] [added: PROCEEDINGS](#C08516106)] | | | [removed: 38] [added: 42] | | | | | |

| [ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#109)] [added: SECURITIES](#C08516109)] | | | [removed: 41] [added: 45] | | | | | |

| [ITEM 6 — SELECTED FINANCIAL [removed: DATA](#110)] [added: DATA](#C08516110)] | | | [removed: 42] [added: 47] | | | | | |

| [ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#111)] [added: OPERATIONS](#C08516111)] | | | [removed: 43] [added: 48] | | | | | |

| [ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#112)] [added: RISK](#C08516112)] | | | [removed: 63] [added: 69] | | | | | |

| [ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#113)] [added: DATA](#C08516113)] | | | [removed: 65] [added: 71] | | | | | |

| [ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#114)] [added: DISCLOSURE](#C08516114)] | | | [removed: 116] [added: 129] | | | | | |

| [ITEM 9A — CONTROLS AND [removed: PROCEDURES](#115)] [added: PROCEDURES](#C08516115)] | | | [removed: 117] [added: 129] | | | | | |

| [ITEM 9B — OTHER [removed: INFORMATION](#116)] [added: INFORMATION](#C08516116)] | | | [removed: 118] [added: 130] | | | | | |

| [PART [removed: III](#117)] [added: III](#C08516117)] | | | [removed: 118] | | | | | |

| [ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#118)] [added: GOVERNANCE](#C08516118)] | | | [removed: 118] [added: 131] | | | | | |

| [ITEM 11 — EXECUTIVE [removed: COMPENSATION](#119)] [added: COMPENSATION](#C08516119)] | | | [removed: 118] [added: 131] | | | | | |

| [ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#120)] [added: MATTERS](#C08516120)] | | | [removed: 118] [added: 131] | | | | | |

| [ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#121)] [added: INDEPENDENCE](#C08516121)] | | | [removed: 118] [added: 131] | | | | | |

| [ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#122)] [added: SERVICES](#C08516122)] | | | [removed: 118] [added: 131] | | | | | |

| [ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#124)] [added: SCHEDULES](#C08516124)] | | | [removed: 119] [added: 132] | | | | | |

| [Exhibit [removed: 10.33](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w33.htm)] [added: 10.34](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w34.htm)] | | | | | | | | |

| [Exhibit [removed: 10.76](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm)] [added: 10.48](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w48.htm)] | | | | | | | | |

| [Exhibit [removed: 21.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv21w1.htm)] [added: 21.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv21w1.htm)] | | | | | | | | |

| [Exhibit [removed: 23.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv23w1.htm)] [added: 23.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv23w1.htm)] | | | | | | | | |

| [Exhibit [removed: 31.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv31w1.htm)] [added: 31.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv31w1.htm)] | | | | | | | | |

| [Exhibit [removed: 31.2](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv31w2.htm)] [added: 31.2](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv31w2.htm)] | | | | | | | | |

| [Exhibit [removed: 32.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv32w1.htm)] [added: 32.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv32w1.htm)] | | | | | | | | |

| [Exhibit [removed: 32.2](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv32w2.htm)] [added: 32.2](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv32w2.htm)] | | | | | | | | |

10-K 1 c08516e10vk.htm FORM 10-K

| Nevada _(State or other jurisdiction of incorporation or organization)_ | | 27-0099920 _(IRS Employer Identification No.)_ |

| | | |

| [PART I](#C08516101) | | | | | | | | |

| [ITEM 4 — REMOVED AND RESERVED](#C08516107) | | | 44 | | | | | |

| [PART II](#C08516108) | | | | | | | | |

| [PART IV](#C08516123) | | | | | | | | |

| | | | | | | | | |

| [Exhibit 10.51](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm) | | | | | | | | |

| [Exhibit 10.57](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w57.htm) | | | | | | | | |

| [Exhibit 10.60](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w60.htm) | | | | | | | | |

| [Exhibit 10.82](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w82.htm) | | | | | | | | |

##### [Table of Contents](#C08516tocpage)

| | | |

| --- | --- | --- |

10-K 1 c96835e10vk.htm FORM 10-K

| | | | | | | |

| [PART I](#101) | | | 3 | | | | | |

| [ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS](#107) | | | 40 | | | | | |

| [PART II](#108) | | | 41 | | | | | |

| [PART IV](#123) | | | 119 | | | | | |

| | | |

| --- | --- | --- |

We have received concessions from the Macau government to build on a six-acre land site for the Sands Macao and parcels 1, [removed: 2 and] [added: 2,] 3 [added: and 5 and 6] on the Cotai Strip, including the sites on which The Venetian Macao (parcel 1) and Four Seasons Macao (parcel 2) are located.

As specified in the land concessions, we are required to pay premiums, which are either payable in a single lump sum upon acceptance of our land [removed: concession] [added: concessions] 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, which may be revised every five years by the Macau government.

We believe that if we are not able to complete the [removed: development] [added: developments] by the [removed: revised deadline,] [added: respective deadlines,] we will [added: likely] be able to obtain [removed: another extension] [added: extensions] from the Macau government; however, no assurances can be given that [removed: an] additional [removed: extension] [added: extensions] will be granted.

If we are unable to meet the [removed: April 2013 deadline] [added: applicable deadlines] and [removed: that deadline is] [added: those deadlines are] not extended, we could lose our land [removed: concession] [added: concessions] for [removed: parcel 3,] [added: parcels 3 or 5 and 6,] which would prohibit us from operating any facilities developed under the [added: respective] land [removed: concession for parcel 3.][added: concessions.]

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

Under the Development Agreement with the STB to build and operate the Marina Bay Sands in Singapore, we paid SGD 1.2 billion (approximately [removed: $854.3] [added: $930.2] million at exchange rates in effect on December 31, [removed: 2009)] [added: 2010)] in premium payments for the 60-year lease of the land on which the integrated resort is being developed plus an additional SGD 105.6 million (approximately [removed: $75.2] [added: $81.9] million at exchange rates in effect on December 31, [removed: 2009)] [added: 2010)] for various taxes and other fees.

The Sands Bethlehem [removed: development] [added: resort] is located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York.

We acquired fee title from the same third party to the airspace above the Leased Airspace (the “Acquired Airspace”) in order to build the [removed: St. Regis Residences] [added: Las Vegas Condo Tower] in January 2008.

We continue to retain fee title to the Acquired Airspace in order to resume building the [removed: St. Regis Residences] [added: Las Vegas Condo Tower] when market conditions improve.

During December 2010, we received notice from the Macau government that our application for a land concession for parcels 7 and 8 was not approved and we applied to the Chief Executive of Macau for a review of the decision.

Subsequent to December 31, 2010, we filed an appeal with the Court of Second Instance in Macau, which has yet to issue a decision.

Should we win our appeal, it is still possible for the Chief Executive of Macau to again deny the land concession based upon public policy considerations.

If we do not obtain the land concession or do not receive full reimbursement of our capitalized investment in this project, we would record a charge for all or some portion of the $102.1 million in capitalized construction costs, as of December 31, 2010, related to our development on parcels 7 and 8.

The land concession for parcels 5 and 6 contains a similar requirement that the corresponding development be completed by May 2014 (48 months from the date the land concession became effective).

As a result, we could record a charge for all or some portion of the $34.3 million and $2.01 billion in capitalized construction costs, as of December 31, 2010, related to our developments on parcels 3 or 5 and 6, respectively.

| | | |

| --- | --- | --- |

As a result, we could forfeit all or a substantial portion of our $35.7 million in capitalized costs, as of December 31, 2009, related to our development on parcel 3.

In November 2009, we received the final draft of the land concession agreement from the Macau government for parcels 5 and 6.

We have formally accepted the terms and conditions of the draft land concession and have 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, we will be required to make additional land premium and annual rent payments in the amounts and at the times specified in the land concession.

The land concession requires us 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 we are not able to meet this deadline, we 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 we are unable to the meet the deadline and that deadline is not extended, we could lose our land concession for parcels 5 and 6, which would prohibit us from operating any facilities developed under the land concession.

As a result, we could forfeit all or a substantial part of our $1.73 billion in capitalized costs, as of December 31, 2009, related to our development on parcels 5 and 6.

We do not yet have all of the necessary Macau government approvals to develop our planned Cotai Strip developments on parcels 3, 5, 6, 7 and 8.

We have 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 our 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 we do not obtain these land concessions, we could forfeit all or a substantial part of our $116.2 million in capitalized costs, as of December 31, 2009, related to our developments on parcels 7 and 8.

Of this combined amount, $880.2 million has been capitalized on the consolidated balance sheet as leasehold interest in land with $49.3 million amortized as of December 31, 2009.

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

None.

| | | |

| --- | --- | --- |

| ITEM 5. | | — _MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES_ |

Market Information

The Company’s common stock trades on the NYSE under the symbol “LVS.” The following table sets forth the high and low sales prices for the common stock on the NYSE for the fiscal quarter indicated.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | High | | | | Low | | |

| 2008 | | | | | | | | |

| First Quarter | | $ | 105.38 | | | $ | 70.00 | |

| Second Quarter | | $ | 83.13 | | | $ | 45.30 | |

| Third Quarter | | $ | 59.17 | | | $ | 30.56 | |

| Fourth Quarter | | $ | 37.00 | | | $ | 2.89 | |

| 2009 | | | | | | | | |

| First Quarter | | $ | 9.15 | | | $ | 1.38 | |

| Second Quarter | | $ | 11.84 | | | $ | 3.08 | |

| Third Quarter | | $ | 20.73 | | | $ | 6.32 | |

| Fourth Quarter | | $ | 18.84 | | | $ | 12.95 | |

| 2010 | | | | | | | | |

| First Quarter (through February 19, 2010) | | $ | 19.12 | | | $ | 14.88 | |

As of February 19, 2010, there were 660,323,374 shares of our common stock issued and outstanding that were held by 439 stockholders of record.

Dividends

We have not declared or paid any dividends on our common stock since our formation in August 2004 and we do not expect to pay dividends on our common stock in the future.

We expect to retain our future earnings, if any, for use in the operation and expansion of our business.

Our 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 | |

Our Board of Directors will determine whether to pay dividends on our common and preferred stock in the future based on conditions then existing, including our earnings, financial condition, available cash and capital requirements, as well as economic and other conditions deemed relevant.

Our ability to declare and pay such dividends is subject to the requirements of Nevada law.

Market Information

The Company’s common stock trades on the NYSE under the symbol “LVS.” The following table sets forth the high and low sales prices for the common stock on the NYSE for the fiscal quarter indicated.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | High | | | | Low | | |

| 2009 | | | | | | | | |

| First Quarter | | $ | 9.15 | | | $ | 1.38 | |

| Second Quarter | | $ | 11.84 | | | $ | 3.08 | |

| Third Quarter | | $ | 20.73 | | | $ | 6.32 | |

| Fourth Quarter | | $ | 18.84 | | | $ | 12.95 | |

| 2010 | | | | | | | | |

| First Quarter | | $ | 22.49 | | | $ | 14.88 | |

| Second Quarter | | $ | 27.84 | | | $ | 18.08 | |

| Third Quarter | | $ | 35.90 | | | $ | 20.73 | |

| Fourth Quarter | | $ | 55.47 | | | $ | 34.61 | |

| 2011 | | | | | | | | |

| First Quarter (through February 18, 2011) | | $ | 51.05 | | | $ | 44.11 | |

As of February 18, 2011, there were 726,471,263 shares of our common stock issued and outstanding that were held by 455 stockholders of record.

Dividends

We have not declared or paid any dividends on our common stock since our formation in August 2004 and we do not expect to pay dividends on our common stock in the future.

We expect to retain our future earnings, if any, for use in the operation and expansion of our business.

Our preferred stock dividend activity is as follows (in thousands):

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | Preferred Stock | | | | | | | | | | |

| | | | | Dividends Paid to | | | | Preferred Stock | | | | Total Preferred | | |

| Board of Directors’ | | | | Principal | | | | Dividends Paid to | | | | 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 | |

| May 4, 2010 | | March 17, 2010 | | | 13,125 | | | | 10,225 | | | | 23,350 | |

| July 29, 2010 | | August 16, 2010 | | | 13,125 | | | | 10,225 | | | | 23,350 | |

| November 2, 2010 | | November 15, 2010 | | | 13,125 | | | | 10,225 | | | | 23,350 | |

| | | | | | | | | | | | | | | |

The following reflects selected historical financial data that should be read in conjunction with “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

The historical results are not necessarily indicative of the results of operations to be expected in the future.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | 2010(1) | | | | 2009(2)(3) | | | | 2008(4) | | | | 2007(5) | | | | 2006 | | |

| | | (In thousands, except per share data) | | | | | | | | | | | | | | | | | | |

| STATEMENT OF OPERATIONS DATA | | | | | | | | | | | | | | | | | | | | |

| Gross revenues | | $ | 7,317,937 | | | $ | 4,929,444 | | | $ | 4,735,126 | | | $ | 3,104,422 | | | $ | 2,340,178 | |

| Less — promotional allowances | | | (464,755 | ) | | | (366,339 | ) | | | (345,180 | ) | | | (153,855 | ) | | | (103,319 | ) |

| | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | 6,853,182 | | | | 4,563,105 | | | | 4,389,946 | | | | 2,950,567 | | | | 2,236,859 | |

| Operating expenses | | | 5,672,596 | | | | 4,591,845 | | | | 4,226,283 | | | | 2,620,557 | | | | 1,662,762 | |

| | | | | | | | | | | | | | | | | | | | | |

| Operating income (loss) | | | 1,180,586 | | | | (28,740 | ) | | | 163,663 | | | | 330,010 | | | | 574,097 | |

| Interest expense, net | | | (297,866 | ) | | | (310,748 | ) | | | (402,039 | ) | | | (172,344 | ) | | | (69,662 | ) |

| Other income (expense) | | | (8,260 | ) | | | (9,891 | ) | | | 19,492 | | | | (8,682 | ) | | | (189 | ) |

| Loss on modification or early retirement of debt | | | (18,555 | ) | | | (23,248 | ) | | | (9,141 | ) | | | (10,705 | ) | | | — | |

| | | | | | | | | | | | | | | | | | | | | |

| Income (loss) before income taxes | | | 855,905 | | | | (372,627 | ) | | | (228,025 | ) | | | 138,279 | | | | 504,246 | |

| Income tax benefit (expense) | | | (74,302 | ) | | | 3,884 | | | | 59,700 | | | | (21,591 | ) | | | (62,243 | ) |

| | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | 781,603 | | | | (368,743 | ) | | | (168,325 | ) | | | 116,688 | | | | 442,003 | |

| Net (income) loss attributable to noncontrolling interests | | | (182,209 | ) | | | 14,264 | | | | 4,767 | | | | — | | | | — | |

| | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) attributable to Las Vegas Sands Corp. | | | 599,394 | | | | (354,479 | ) | | | (163,558 | ) | | | 116,688 | | | | 442,003 | |

| Preferred stock dividends | | | (92,807 | ) | | | (93,026 | ) | | | (13,638 | ) | | | — | | | | — | |

| Accretion to redemption value of preferred stock issued to Principal Stockholder’s family | | | (92,545 | ) | | | (92,545 | ) | | | (11,568 | ) | | | — | | | | — | |

| Preferred stock inducement premium | | | (6,579 | ) | | | — | | | | — | | | | — | | | | — | |

| | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) attributable to common stockholders | | $ | 407,463 | | | $ | (540,050 | ) | | $ | (188,764 | ) | | $ | 116,688 | | | $ | 442,003 | |

| | | | | | | | | | | | | | | | | | | | | |

| Per share data: | | | | | | | | | | | | | | | | | | | | |

| Basic earnings (loss) per share | | $ | 0.61 | | | $ | (0.82 | ) | | $ | (0.48 | ) | | $ | 0.33 | | | $ | 1.25 | |

| | | | | | | | | | | | | | | | | | | | | |

| Diluted earnings (loss) per share | | $ | 0.51 | | | $ | (0.82 | ) | | $ | (0.48 | ) | | $ | 0.33 | | | $ | 1.24 | |

| | | | | | | | | | | | | | | | | | | | | |

| OTHER DATA | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | $ | 2,023,981 | | | $ | 2,092,896 | | | $ | 3,789,008 | | | $ | 3,793,703 | | | $ | 1,925,291 | |

| | | | | | | | | | | | | | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#300)] [added: Firm](#C08516301)] | | | [removed: 66] [added: 72] | |

| [Consolidated Balance Sheets at December 31, [removed: 2009] [added: 2010] and [removed: 2008](#301)] [added: 2009](#C08516302)] | | | [removed: 67] [added: 73] | |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 2009](#302)] [added: 2010](#C08516303)] | | | [removed: 68] [added: 74] | |

| [Consolidated Statements of Equity and Comprehensive Income (Loss) for each of the three years in the period ended December 31, [removed: 2009](#303)] [added: 2010](#C08516304)] | | | [removed: 69] [added: 75] | |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2009](#304)] [added: 2010](#C08516305)] | | | [removed: 70] [added: 76] | |

[removed: | [Notes to Consolidated Financial Statements](#305) | | | 71 | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: Financial] [added: Financial] Statement [removed: Schedule:] [added: Schedule:] | | | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#306)] [added: Accounts](#C08516307)] | | | [removed: 116] [added: 129] | |

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

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, [removed: 2009] [added: 2010] and [removed: 2008,] [added: 2009,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2009] [added: 2010] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2009,] [added: 2010,] 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 [added: Annual] Report on Internal Control over Financial Reporting appearing under Item 9A.

[added: |] February [removed: 26,] [added: 5,] 2010 [added: | | February 16, 2010 | | $ | 13,125 | | | $ | 10,225 | | | $ | 23,350 | |]

LAS VEGAS SANDS CORP. [added: AND SUBSIDIARIES]

[removed: Consolidated] [added: Consolidated] Balance Sheets

| | | [added: 2010 | | | |] 2009 | | | | 2008 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 4,955,416 | | | [removed: $] | 3,038,163 | | [added: | | 857,150 | |]

| Restricted cash [added: and cash equivalents] | | | [removed: 118,641] [added: 164,315] | | | | [removed: 194,816] [added: 118,641] | |

| Accounts receivable, net | | | [removed: 460,766] [added: 716,919] | | | | [removed: 384,819] [added: 460,766] | |

| Inventories | | | [removed: 27,073] [added: 32,260] | | | | [removed: 28,837] [added: 27,073] | |

| Deferred income taxes, net | | | [removed: 26,442] [added: 61,606] | | | | [removed: 22,971] [added: 26,442] | |

| Prepaid expenses and other | | | [removed: 35,336] [added: 46,726] | | | | [removed: 71,670] [added: 35,336] | |

| Total current assets | | | [removed: 5,623,674] [added: 4,058,907] | | | | [removed: 3,741,276] [added: 5,623,674] | |

| Property and equipment, net | | | [removed: 13,351,271] [added: 14,502,197] | | | | [removed: 11,868,228] [added: 13,351,271] | |

| Deferred financing costs, net | | | [removed: 138,454] [added: 155,378] | | | | [removed: 158,776] [added: 138,454] | |

| Deferred income taxes, net | | | [removed: 22,219] [added: 10,423] | | | | [removed: 44,189] [added: 22,219] | |

| Leasehold interests in land, net | | | [removed: 1,209,820] [added: 1,398,840] | | | | [removed: 1,099,938] [added: 1,209,820] | |

| Total assets | | $ | [added: 21,044,308 | | | $ |] 20,572,106 | | | $ | 17,144,113 | |

| Accounts payable | | $ | [removed: 82,695] [added: 113,505] | | | $ | [removed: 71,035] [added: 82,695] | |

| Construction payables | | | [removed: 778,771] [added: 516,981] | | | | [removed: 736,713] [added: 778,771] | |

| Accrued interest payable | | | [removed: 18,332] [added: 42,625] | | | | [removed: 14,750] [added: 18,332] | |

| Other accrued liabilities | | | [removed: 786,192] [added: 1,160,234] | | | | [removed: 593,295] [added: 786,192] | |

| Current maturities of long-term debt | | | [removed: 173,315] [added: 767,068] | | | | [removed: 114,623] [added: 173,315] | |

| Total current liabilities | | | [removed: 1,839,305] [added: 2,600,413] | | | | [removed: 1,530,416] [added: 1,839,305] | |

| Other long-term liabilities | | | [removed: 81,959] [added: 78,240] | | | | [removed: 61,677] [added: 81,959] | |

| Deferred gain on sale of The Grand Canal Shoppes | | | [removed: 54,272] [added: 50,808] | | | | [removed: 57,736] [added: 54,272] | |

| Deferred rent from mall transactions | | | [removed: 149,074] [added: 147,378] | | | | [removed: 150,771] [added: 149,074] | |

| Long-term debt | | | [removed: 10,852,147] [added: 9,373,755] | | | | [removed: 10,356,115] [added: 10,852,147] | |

| Total liabilities | | | [removed: 13,220,685] [added: 12,609,741] | | | | [removed: 12,400,643] [added: 13,220,685] | |

| Preferred stock, $0.001 par value, issued to Principal Stockholder’s family, 5,250,000 shares issued and outstanding, after allocation of fair value of attached warrants, aggregate redemption/liquidation value of $577,500 (Note [removed: 9)] [added: 10)] | | | [removed: 410,834] [added: 503,379] | | | | [removed: 318,289] [added: 410,834] | |

February 28, 2011

##### [Table of Contents](#C08516tocpage)

| | | 2010 | | | | 2009 | | |

| Cash and cash equivalents | | $ | 3,037,081 | | | $ | 4,955,416 | |

| Restricted cash and cash equivalents | | | 645,605 | | | | — | |

| Intangible assets, net | | | 89,805 | | | | 50,129 | |

| Other assets, net | | | 183,153 | | | | 176,539 | |

| Deferred income taxes | | | 115,219 | | | | — | |

| Capital in excess of par value | | | 5,444,705 | | | | 5,114,851 | |

| Noncontrolling interests | | | 1,268,197 | | | | 1,089,888 | |

##### [Table of Contents](#C08516tocpage)

| Preferred stock inducement premium | | | (6,579 | ) | | | — | | | | — | |

##### [Table of Contents](#C08516tocpage)

| Exercise of warrants | | | (63,459 | ) | | | 18 | | | | 63,441 | | | | — | | | | — | | | | | | | | — | | | | — | |

| Sale of and contribution from noncontrolling interest, net of transaction costs | | | — | | | | — | | | | 1,916,459 | | | | (1,712 | ) | | | — | | | | | | | | 1,101,681 | | | | 3,016,428 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | 599,394 | | | | 599,394 | | | | 182,209 | | | | 781,603 | |

| Currency translation adjustment | | | — | | | | — | | | | — | | | | 102,771 | | | | — | | | | 102,771 | | | | (4,253 | ) | | | 98,518 | |

| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 702,165 | | | | 177,956 | | | | 880,121 | |

| Stock-based compensation | | | — | | | | — | | | | 58,120 | | | | — | | | | — | | | | | | | | 2,698 | | | | 60,818 | |

| Exercise of warrants | | | (27,251 | ) | | | 46 | | | | 252,719 | | | | — | | | | — | | | | | | | | — | | | | 225,514 | |

| Deemed contribution from Principal Stockholder | | | — | | | | — | | | | 412 | | | | — | | | | — | | | | | | | | — | | | | 412 | |

| Acquisition of remaining shares of noncontrolling interest | | | — | | | | — | | | | 2,345 | | | | — | | | | — | | | | | | | | (2,345 | ) | | | — | |

| Dividends declared, net of amounts previously accrued | | | — | | | | — | | | | — | | | | — | | | | (86,546 | ) | | | | | | | — | | | | (86,546 | ) |

| Accretion to redemption value of preferred stock issued to Principal Stockholder’s family | | | — | | | | — | | | | — | | | | — | | | | (92,545 | ) | | | | | | | — | | | | (92,545 | ) |

| Preferred stock inducement premium | | | — | | | | — | | | | — | | | | — | | | | (6,579 | ) | | | | | | | — | | | | (6,579 | ) |

| Balance at December 31, 2010 | | $ | 207,356 | | | $ | 708 | | | $ | 5,444,705 | | | $ | 129,519 | | | $ | 880,703 | | | | | | | $ | 1,268,197 | | | $ | 7,931,188 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

##### [Table of Contents](#C08516tocpage)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

| Provision for doubtful accounts | | | 97,762 | | | | 103,802 | | | | 41,865 | |

| Purchases of investments | | | (173,774 | ) | | | — | | | | — | |

| Proceeds from investments | | | 173,774 | | | | — | | | | — | |

| Acquisition of intangible assets | | | (45,303 | ) | | | — | | | | — | |

| Proceeds from exercise of warrants | | | 225,514 | | | | — | | | | — | |

| Payments of preferred stock inducement premium | | | (6,579 | ) | | | — | | | | — | |

##### [Table of Contents](#C08516tocpage)

| | | 2010 | | | | 2009 | | | | 2008 | | |

| Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family | | $ | 6,854 | | | $ | 6,854 | | | $ | 6,854 | |

| Acquisition of remaining shares of noncontrolling interest | | $ | 2,345 | | | $ | — | | | $ | — | |

| Property and equipment transferred to leasehold interest in land as part of lease transaction | | $ | 107,879 | | | $ | — | | | $ | — | |

| | | | | |

| --- | --- | --- | --- | --- |

| Other assets, net | | | 226,668 | | | | 231,706 | |

| Capital in excess of par value | | | 5,770,586 | | | | 3,090,292 | |

| Noncontrolling interests | | | 434,153 | | | | 3,073 | |

| 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 | |

| Cumulative effect from adoption of accounting standards regarding uncertainty in income taxes | | | — | | | | — | | | | — | | | | — | | | | (4,105 | ) | | | | | | | — | | | | (4,105 | ) |

| Contributions from noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | 41 | | | | 41 | |

| Sale of noncontrolling interest, net of transaction costs | | | — | | | | — | | | | 2,572,194 | | | | (1,712 | ) | | | — | | | | | | | | 445,905 | | | | 3,016,387 | |

| Acquisition of gaming license included in other assets | | | — | | | | — | | | | (50,000 | ) |

| Contribution from noncontrolling interest | | | 41 | | | | 2,914 | | | | 4,521 | |

| Cash and cash equivalents at beginning of year | | | 3,038,163 | | | | 857,150 | | | | 468,066 | |

| Warrants exercised and settled through tendering of preferred stock | | $ | 63,459 | | | $ | — | | | $ | — | |

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.

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.

_Macau Development Projects_

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.

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.

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.

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.

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.

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_

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.

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.

_Other Development Projects_

| | | |

| --- | --- | --- |

##### [Table of Contents](#tocpage)

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, [removed: summarized,] [added: summarized] and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to [removed: our] [added: the Company’s] management, including [removed: our] [added: its] principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of December 31, [removed: 2009] [added: 2010,] and have concluded that they are effective [removed: to provide] [added: at the] reasonable assurance [removed: that the desired control objectives were achieved.][added: level.]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2009.][added: 2010.]

Based on this assessment, management concluded that, as of December 31, [removed: 2009,] [added: 2010,] the Company’s internal control over financial reporting is effective based on this framework.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2009,] [added: 2010,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

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##### [Table of Contents](#C08516tocpage)

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We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2010] [added: 2011] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April [removed: 30, 2010] [added: 29, 2011] (the “Proxy Statement”), including under the captions “Board of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Information Regarding the Board of Directors and Its Committees.”

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##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

##### [Table of [removed: Contents](#tocpage)][added: Contents](#C08516tocpage)]

| | [removed: 4.5] [added: 10.68] | | | [removed: Indenture,] [added: Investor Rights Agreement,] dated as of September 30, 2008, [added: by and] between Las Vegas Sands Corp. and [removed: U.S. Bank National Association, as trustee “Convertible Notes Indenture”] [added: the Investor named therein] (incorporated by reference from Exhibit [removed: 4.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and filed on November 10, 2008). |

| | [removed: 4.6] [added: 10.80] | | | [removed: First Supplemental Indenture,] [added: Aircraft Time Sharing Agreement,] dated as of [removed: September 30, 2008,] [added: January 1, 2005, by and] between [added: Interface Operations LLC and] Las Vegas Sands Corp. [removed: and U.S. Bank National Association, as trustee to the Convertible Notes Indenture] (incorporated by reference from Exhibit [removed: 4.2] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2008] [added: 2005] and filed [removed: on] November [removed: 10, 2008).] [added: 14, 2005).] |

| | 10.2 | | | [added: Amendment and Restatement Agreement dated as of August 17, 2010, to the] Credit and [removed: Guarantee Agreement,] [added: Guaranty Agreement] dated as of May 23, 2007, [removed: by and] [added: as amended,] among Las Vegas Sands, LLC, the [removed: affiliates of Las Vegas Sands, LLC named therein as guarantors,] [added: Guarantors party thereto,] the [removed: lenders] [added: Lenders] party [removed: hereto from time to time,] [added: thereto and] The Bank of Nova [removed: Scotia,] [added: Scotia (including] as [removed: administrative agent for] [added: Exhibit A thereto] the [removed: Lenders] [added: Amended] and [added: Restated Credit and Guaranty Agreement dated] as [removed: collateral agent,] [added: of August 18, 2010 among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders party thereto,] Goldman Sachs Credit Partners [removed: L.P., Lehman Brothers Inc. and] [added: L.P,] Citigroup Global Markets Inc., [removed: as joint lead arrangers and joint bookrunners] [added: The Bank of Nova Scotia] and [removed: as syndication agents,] [added: Credit Suisse AG, Cayman Islands Branch, Barclays Capital Inc.] and [removed: JP Morgan] [added: JPMorgan] Chase Bank, [removed: as documentation agent] [added: N.A.)] (incorporated by reference from Exhibit [removed: 10.3] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2007] [added: 2010] and filed on [removed: August] [added: November] 9, [removed: 2007).] [added: 2010).] |

| | [removed: 10.3] [added: 10.14] | | | First Amendment to Credit [added: Agreement] and [removed: Guaranty] [added: Disbursement] Agreement, dated as of [removed: April 15, 2009,] [added: March 5, 2007,] among [removed: Las Vegas Sands Corp., Las Vegas Sands, LLC, certain domestic subsidiaries as guarantors,] [added: Venetian Macau Limited, VML US Finance LC, Venetian Cotai Limited and] The Bank of Nova Scotia, as administrative agent [removed: for lenders] and [removed: Goldman Sachs Lending Partners LLC, as sub-agent and auction manager] [added: disbursement agent] (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2009] [added: 2007] and filed on May [removed: 11, 2009).] [added: 10, 2007).] |

| | [removed: 10.4] [added: 10.3] | | | Security Agreement, dated as of May 23, 2007, between each of the parties named as a grantor therein and The Bank of Nova Scotia, as collateral agent for the secured parties, as defined therein (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

| | [removed: 10.5] [added: 10.4] | | | Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Phase II Mall Subsidiary, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

| | [removed: 10.6] [added: 10.5] | | | Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Las Vegas Sands, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

| | [removed: 10.7] [added: 10.6] | | | Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC, as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

| | [removed: 10.8] [added: 10.7] | | | Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Venetian Casino Resort, LLC and Las Vegas Sands, LLC, jointly and severally as trustors, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

| | [removed: 10.9] [added: 10.8] | | | Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Interface Group-Nevada, Inc., as trustor, as of May 23, 2007 in favor of First American Title Insurance Company, as trustee, for the benefit of The Bank of Nova Scotia, in its capacity as collateral agent, as beneficiary (incorporated by reference from Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

| | [removed: 10.10] [added: 10.16] | | | [removed: Amended and Restated FF&E] [added: Second Amendment to] Credit [removed: and Guarantee] Agreement, dated as of August [removed: 21, 2007,] [added: 12, 2009,] by and among [removed: Las Vegas Sands,] [added: VML US Finance] LLC, [removed: as the borrower, certain affiliates] [added: Venetian Macau Limited and The Bank] of [removed: the borrower as guarantors, the lenders party thereto from time to time, General Electric Capital Corporation,] [added: Nova Scotia,] as administrative agent for the [removed: lenders and as collateral agent and GE Capital Markets, Inc., as lead arranger] [added: Lenders] and [removed: book runner] [added: the Loan Parties party thereto] (incorporated by reference from Exhibit [removed: 10.1] [added: 10.7] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2007] [added: 2009] and filed on November 9, [removed: 2007).] [added: 2009).] |

| | [removed: 10.11] [added: 10.29] | | | [removed: Amended and Restated Security] [added: Development] Agreement, dated [removed: as of] August [removed: 21, 2007,] [added: 23, 2006,] between [removed: each of] the [removed: grantors party thereto] [added: Singapore Tourism Board] and [removed: General Electric Capital Corporation, as collateral agent for the secured parties] [added: Marina Bay Sands Pte. Ltd.] (incorporated by reference from Exhibit [removed: 10.2] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2007] [added: 2006] and filed on November 9, [removed: 2007).] [added: 2006).] |

| | [removed: 10.12] [added: 10.39] | | | [removed: Indemnity] [added: Fourth Amended and Restated Reciprocal Easement, Use and Operating] Agreement, dated as of [removed: August 25, 2000,] [added: February 29, 2008,] by and among [removed: Las Vegas Sands,] [added: Interface Group — Nevada,] Inc., [removed: Venetian Casino Resort, LLC,] Grand Canal Shops [removed: Mall Subsidiary,] [added: II,] LLC, [removed: Grand Canal Shops] [added: Phase II] Mall [removed: Construction,] [added: Subsidiary,] LLC, [removed: Grand Canal Shops Mall,] [added: Venetian Casino Resort,] LLC, [removed: Interface Group Holding Company,] and [removed: American Insurance Companies (of which American Home Assurance Company is a member company)] [added: Palazzo Condo Tower, LLC] (incorporated by reference from Exhibit [removed: 10.8] [added: 10.1] to [removed: Las Vegas Sands, Inc.’s] [added: the Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2002] [added: March 31, 2008] and filed on [removed: August 14, 2002).] [added: May 9, 2008).] |

| | [removed: 10.13] [added: 10.31] | | | Energy Services Agreement, dated as of [removed: November 14,] [added: May 1,] 1997, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998). |

| | [removed: 10.14] [added: 10.32] | | | Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.8 to Las Vegas Sands, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999 and filed on March 30, 2000). |

| | [removed: 10.15] [added: 10.33] | | | Energy Services Agreement Amendment No. 2, dated as of July 1, 2006, by and between Atlantic Pacific Las Vegas, LLC and Venetian Casino Resort, LLC (incorporated by reference from Exhibit 10.77 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007). |

| | [removed: 10.16] [added: 10.35] | | | Energy Services Agreement, dated as of November 14, 1997, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 of the Company’s Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004). |

| | [removed: 10.17] [added: 10.36] | | | Energy Services Agreement Amendment No. 1, dated as of July 1, 1999, by and between Atlantic-Pacific Las Vegas, LLC and Interface Group-Nevada, Inc. (incorporated by reference from Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004). |

| | [removed: 10.18] [added: 10.37] | | | Amended and Restated Services Agreement, dated as of November 14, 1997, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998). |

| | [removed: 10.19] [added: 10.38] | | | Assignment and Assumption Agreement, dated as of November 8, 2004, by and among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Interface Group Holding Company, Inc., Interface Group-Nevada, Inc., Interface Operations LLC, Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM Subsidiary, Inc. and certain subsidiaries of Venetian Casino Resort, LLC named therein (incorporated by reference from Exhibit 10.52 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004). |

| | [removed: 10.20] [added: 10.19] | | | Construction Agency Agreement, dated as of [removed: November 14,] [added: May 1,] 1997, by and between Venetian Casino Resort, LLC and Atlantic Pacific Las Vegas, LLC (incorporated by reference from Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated March 27, 1998). |

| | [removed: 10.21] [added: 10.20] | | | Sands Resort Hotel and Casino Agreement, dated as of February 18, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands, Inc.’s Registration Statement on Form S-4 (File No. 333-42147) dated February 12, 1998). |

| | [removed: 10.22] [added: 10.21] | | | Addendum to Sands Resort Hotel and Casino Agreement, dated as of September 16, 1997, by and between Clark County and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.20 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004). |

| | [removed: 10.23] [added: 10.22] | | | Improvement Phasing Agreement by and between Clark County and Lido Casino Resort, LLC (incorporated by reference from Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 22, 2004). |

| | [removed: 10.24] [added: 10.40] | | | Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the “1997 Stock Option Plan”) (incorporated by reference from Exhibit 10.10 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002). |

| | [removed: 10.25] [added: 10.41] | | | First Amendment to the 1997 Stock Option Plan, dated June 4, 2002 (incorporated by reference from Exhibit 10.11 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and filed on August 14, 2002). |

| | [removed: 10.26] [added: 10.42] | | | Assumption Agreement, dated as of January 2, 2002, by Sheldon G. Adelson with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.5 to Las Vegas Sands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and filed on May 8, 2002). |

| | [removed: 10.27] [added: 10.43] | | | Assumption Agreement, dated as of July 15, 2004, by Las Vegas Sands, Inc. with respect to the 1997 Stock Option Plan (incorporated by reference from Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (Reg. No. [removed: 333- 118827)] [added: 333-118827)] dated September 3, 2004). |

| | [removed: 10.28] [added: 10.44] | | | Assignment and Assumption Agreement, dated as of December 20, 2004, by and among Las Vegas Sands, Inc., Las Vegas Sands Corp. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.27 to the Company’s Current Report on Form 8-K filed on April 4, 2005). |

| | [removed: 10.29] [added: 10.78] | | | [removed: Employment] [added: Amended Aircraft Interchange] Agreement, dated as of [removed: July 10, 2009, among] [added: May 23, 2007, by and between Interface Operations LLC and] Las Vegas Sands [removed: Corp., Las Vegas Sands, LLC and Robert G. Goldstein] [added: Corp.] (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2009] [added: 2007] and filed on August [removed: 7, 2009).] [added: 9, 2007).] |

| | [removed: 10.30] [added: 10.55] | | | Employment Agreement, dated as of November 18, 2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon G. Adelson (incorporated by reference from Exhibit 10.36 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004). |

| | [removed: 10.31] [added: 10.56] | | | Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by and among Las Vegas Sands Corp., Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon G. Adelson (incorporated by reference from Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and filed on March 2, 2009). |

| | [removed: 10.32] [added: 10.58] | | | Employment Agreement, dated as of December 1, 2008 between Las Vegas Sands Corp. and Kenneth J. Kay (incorporated by reference from Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and filed on March 2, 2009). |

| | [removed: 10.33*] [added: 10.59] | | | Letter Agreement, dated January 18, 2010, between Las Vegas Sands Corp. and Kenneth J. [removed: Kay.] [added: Kay (incorporated by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and filed on March 1, 2010).] |

| | [removed: 10.34] [added: 10.79] | | | [removed: Employment] [added: Aircraft Time Share] Agreement, dated as of [removed: March 11, 2009, among] [added: May 23, 2007, by and between Interface Operations LLC and] Las Vegas Sands [removed: Corp., Las Vegas Sands, LLC and Michael A. Leven] [added: Corp.] (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2009] [added: June 30, 2007] and filed on [removed: May 11, 2009).] [added: August 9, 2007).] |

| | [removed: 10.35] [added: 10.61] | | | Amendment to Employment Agreement, effective as of October 1, 2009, between Las Vegas Sands Corp. and Michael Quartieri (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009). |

| | [removed: 10.36] [added: 10.23] | | | Concession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, June 26, 2002, by and among the Macao Special Administrative Region and Galaxy Casino Company Limited (incorporated by reference from Exhibit 10.40 to Las Vegas Sands, Inc.’s Form 10-K for the year ended December 31, 2002 and filed on March 31, 2003). |

| | [removed: 10.37†] [added: 10.24] | [added: †] | | Subconcession Contract for Operating Casino Games of Chance or Games of Other Forms in the Macao Special Administrative Region, dated December 19, 2002, between Galaxy Casino Company Limited, as concessionaire, and Venetian Macau S.A., as subconcessionaire (incorporated by reference from Exhibit 10.65 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated December 10, 2004). |

| | [removed: 10.38] [added: 10.25] | | | Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004). |

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| | 10.48 | * | | Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan. |

| | 10.51 | * | | Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan. |

##### [Table of Contents](#C08516tocpage)

| | 10.57 | * | | Employment Agreement, dated as of November 13, 2010, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven. |

| | 10.60 | * | | Employment Agreement, dated as of January 11, 2011, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein. |

##### [Table of Contents](#C08516tocpage)

##### [Table of Contents](#C08516tocpage)

| Exhibit No. | | | | Description of Document |

| | 10.82 | * | | Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan. |

##### [Table of Contents](#C08516tocpage)

| --- | --- | --- | --- | --- |

| | | Chairman of the Board and | | |

| | | Chief Executive Officer | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | 4.7 | | | Form of Indenture to be entered into by the Company and U.S. Bank National Association, as trustee (the “Senior Debt Security Indenture”) (incorporated by reference from Exhibit 4.4 to the Company’s Registration Statement on Form S-3 ASR (Reg. No. 33-155100) filed on November 6, 2008). |

| | 4.8 | | | Form of Indenture to be entered into among the Company, Las Vegas Sands, LLC and U.S. Bank National Association, as trustee (the “Senior Guaranteed Debt Security Indenture”) (incorporated by reference from Exhibit 4.7 to the Company’s Registration Statement on Form S-3 POSASR (Reg. No. 333-155100) filed on November 17, 2008). |

| | 4.9 | | | Form of Indenture to be entered into by the Company and U.S. Bank National Association, as trustee (the “Subordinated Indenture”) (incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-3 ASR (Reg. No. 333-155100) filed on November 6, 2008). |

| | 10.62 | | | Aircraft Time Sharing Agreement, dated as of November 6, 2009 and effective as of January 1, 2009, between Interface Operations Bermuda, LTD and Las Vegas Sands Corp. (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009). |

| | 10.66 | | | Aircraft Time Sharing Agreement, dated as of June 18, 2004, by and between Interface Operations LLC and Las Vegas Sands, Inc. (incorporated by reference from Exhibit 10.48 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated October 25, 2004). |

| | 10.70 | | | First Amendment to Credit Agreement and Disbursement Agreement, dated as of March 5, 2007, among Venetian Macau Limited, VML US Finance LC, Venetian Cotai Limited and The Bank of Nova Scotia, as administrative agent and disbursement agent (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007). |

| | 10.71 | | | First Amendment to Disbursement Agreement, dated as of March 5, 2007, among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia, as disbursement agent and bank agent. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and filed on May 10, 2007). |

| | 10.72 | | | Second Amendment to Credit Agreement, dated as of August 12, 2009, by and among VML US Finance LLC, Venetian Macau Limited and The Bank of Nova Scotia, as administrative agent for the Lenders and the Loan Parties party thereto (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on November 9, 2009). |

| | 10.76* | | | Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD. |

| | 10.77 | | | Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, by and among Interface Group — Nevada, Inc., Grand Canal Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and filed on May 9, 2008). |

| | 10.79 | | | First Amendment, dated as of February 5, 2007, to the Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by reference from Exhibit 10.76 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on February 28, 2007). |

| | 10.81 | | | Convertible Note Purchase Agreement, dated as of September 30, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and filed on November 10, 2008). |

| | 10.82 | | | Note Conversion and Securities Purchase Agreement, dated as of November 10, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference from Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on November 14, 2008). |

| | 10.83 | | | Amendment to Note Conversion and Securities Purchase Agreement, dated as of November 10, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference from Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on November 14, 2008). |

| | | |

| --- | --- | --- |

| * | | Filed herewith. |

| † | | Confidential treatment has been requested and granted with respect to portions of this exhibit, and such confidential portions have been deleted and replaced with “” and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933. |

| | Sheldon G. Adelson, | | | |

| /s/ Sheldon G. Adelson | | Chairman of the Board, Chief Executive | | February 26, 2010 |

| Sheldon G. Adelson | | Officer and Director | | |

| Michael A. Leven | | | | |

| Jason N. Ader | | | | |

| Irwin Chafetz | | | | |

| Charles D. Forman | | | | |

| George P. Koo | | | | |

| Jeffrey H. Schwartz | | | | |

| Irwin A. Siegel | | | | |

| Kenneth J. Kay | | Officer | | |

| Michael A. Quartieri | | Controller | | |

Index to Exhibits

| | | | |

| --- | --- | --- | --- |

| 3.1 | | | Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004). |

| 3.2 | | | Amended and Restated By-laws of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed on November 9, 2007). |

| 3.3 | | | Certificate of Designations for Series A 10% Cumulative Perpetual Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 14, 2008). |

| 3.4 | | | Operating Agreement of Las Vegas Sands, LLC dated July 28, 2005 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form S-3 filed on November 17, 2008). |

| 3.5 | | | First Amendment to the Operating Agreement of Las Vegas Sands, LLC dated May 23, 2007 (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form S-3 filed on November 17, 2008). |

| 4.1 | | | Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (Reg. No. 333-118827) dated November 22, 2004). |