Las Vegas Sands (LVS) 10-K risk factor changes: FY2011 vs FY2010

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

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

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

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

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

[removed: Our business and financing plan is dependent upon completion of various financings, including additional financings in Macau and Singapore, as described in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Given the state of] [added: If] the [removed: current] credit [removed: environment,] [added: environment worsens,] it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to complete our [added: remaining] planned development projects, and as a consequence, our results of operations and business plans.

[removed: See “— Risks Associated with Our International Operations — During] [added: _During] December 2010, we received notice from the [removed: Macau] [added: Macao] 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 [removed: our investment] [added: the $101.1 million] in [removed: this site] [added: capitalized construction costs, as of December 31, 2011, related to our development on parcels 7] and [added: 8, and] would not be able to build or operate the planned facilities on this [removed: 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”).][added: site.]

_Our business is particularly sensitive to reductions in discretionary consumer [added: and corporate] spending as a result of downturns in the economy._

Changes in discretionary consumer spending or [removed: consumer preferences] [added: corporate spending on conventions and business travel] could be driven by [removed: factors] [added: many factors,] such [removed: as] [added: as:] perceived or actual general economic conditions; the current housing crisis and the credit crisis; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; the weakened job market; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism.

These factors could reduce consumer [added: and corporate] demand for the luxury amenities and leisure activities we offer, thus imposing [removed: practical] [added: additional] limits on pricing and harming our operations.

_There are significant risks associated with our [removed: planned] construction projects, which could have an adverse effect on our financial condition, results of operations or cash flows from these planned facilities._

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

The anticipated costs and completion dates for our [added: current] projects are based on budgets, designs, development and construction documents and schedule estimates that we have prepared with the assistance of architects and other construction development consultants and that are subject to change as the design, development and construction documents are finalized and as actual construction work is performed.

A failure to complete our projects on budget or on schedule may have an adverse effect [added: on] our financial condition, results of operations or cash flows.

[removed: Due to the suspension of certain of our development projects, the] [added: The] estimated costs to complete and open [removed: these] [added: our remaining planned] projects [removed: is] [added: are] currently not determinable [added: with certainty] and therefore may have an adverse effect on our financial condition, results of operations or cash flows.

See also “— Risks Associated with Our International Operations — We are required to build and open our Cotai Strip [removed: developments] [added: development] on parcel 3 by April [removed: 2013 and on parcels 5] [added: 2013, which we will be unable to meet,] and [removed: 6] [added: Sands Cotai Central] by May 2014.

[removed: Unless] [added: If] we [added: are unable to] meet [removed: these] [added: the applicable deadline for Sands Cotai Central and the] deadlines [removed: or obtain extensions,] [added: for either development are not extended,] we may lose [removed: our] [added: the respective] land [removed: concessions for parcel 3 or parcels 5 and 6,] [added: concession,] which would prohibit us from operating any facilities developed under such land [removed: concessions.”][added: concession.”]

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

Given that our operations are currently conducted primarily at properties in [removed: Las Vegas, Macau and] [added: Macao,] Singapore and [added: Las Vegas and] that a large portion of our planned future development is in [removed: Macau,] [added: Macao,] 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 [removed: Las Vegas, Macau] [added: Macao, Singapore] or [removed: Singapore.] [added: Las Vegas.] |

_Our [removed: substantial debt] [added: Macao operations face intense competition, which] could [removed: impair] [added: have a material adverse effect on] our financial condition, results of operations or cash [removed: flows.][added: flows._]

We [removed: are highly leveraged and] [added: also] have substantial debt [added: and significant debt] service obligations.

As of December 31, [removed: 2010,] [added: 2011,] we had [removed: $10.14] [added: $9.58] billion of long-term debt outstanding.

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

We cannot assure you that we will obtain all the financing required for the construction and opening of our [removed: suspended] [added: remaining planned] projects on acceptable terms, if at all.

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

In addition, our [removed: U.S., Macau and] [added: Macao,] Singapore [added: and U.S.] credit agreements contain various financial covenants.

The [removed: death or] loss of [added: Mr. Adelson’s services or] the services of [removed: any of] our [added: other] senior [removed: managers] [added: managers,] or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

Mr. Adelson, his family members and trusts [added: and other entities] established for the benefit of Mr. Adelson and/or his family members [added: (collectively our “Principal Stockholder’s family”)] beneficially own (excluding unexercised warrants to purchase 87.5 million shares of our common stock) approximately [removed: 49%] [added: 47%] of our outstanding common stock as of December 31, [removed: 2010.][added: 2011.]

We expect that future debt instruments for the financing of our other [removed: developments, including our Cotai Strip developments,] [added: developments] will contain similar restrictions.

Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customer visits to [added: Macao, Singapore,] Las [removed: Vegas,] [added: Vegas and Pennsylvania,] including our properties.

Most of our customers travel to reach our [added: Macao, Singapore,] Las [removed: Vegas, Macau] [added: Vegas] and [removed: Singapore] [added: Pennsylvania] properties.

Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would [removed: adversely] [added: have an adverse] effect [added: on] our financial condition, results of operations or cash flows.

During the year ended December 31, [removed: 2010,] [added: 2011,] approximately [removed: 64.2%, 36.9%] [added: 27.5%, 34.5%] and [removed: 35.2%] [added: 71.7%] of our table games drop at our [removed: Las Vegas] [added: Macao] properties, [removed: Macau properties and] Marina Bay [removed: Sands,] [added: Sands and our Las Vegas properties,] respectively, was from credit-based [removed: wagering.][added: wagering, while table games play at our Pennsylvania property is primarily conducted on a cash basis.]

Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from [removed: U.S.] courts [added: in the U.S. and elsewhere] are not binding on the courts of many foreign nations.

On February 9, 2011, LVSC received a subpoena from the SEC requesting that [removed: the Company] [added: we] produce documents relating to [removed: its] [added: our] compliance with the FCPA.

[removed: The Company has] [added: We have] also been advised by the Department of Justice that it is conducting a similar investigation.

Any [removed: determination that we have violated] [added: violation of] the FCPA could have a material adverse effect on our financial condition.

Any violation of anti-money laundering laws or regulations by any of our properties could have [removed: an] [added: a material] adverse effect on our financial condition, results of operations or cash flows.

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##### [Table of Contents](#C24987tocpage)

Our business and financing plan may be dependent upon completion of future financings.

We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business, and we are subject to extensive background investigations and suitability standards in our gaming business.

We also will become subject to regulation in any other jurisdiction where we choose to operate in the future.

There can be no assurance that we will be able to obtain new licenses or renew any of our existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our results of operations, business or prospects.

##### [Table of Contents](#C24987tocpage)

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

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##### [Table of Contents](#C24987tocpage)

We have comprehensive property and liability insurance policies for our properties in operation as well as those in the course of construction with coverage features and insured limits that we believe are customary in their breadth and scope.

Market forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates.

Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or terrorist acts, or certain liabilities may be uninsurable or too expensive to justify obtaining insurance.

As a result, we may not be successful in obtaining insurance without increases in cost or decreases in coverage levels.

In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or in some cases could result in certain losses being totally uninsured.

As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.

Mr. Adelson’s employment agreement is scheduled to expire in December 2012 and is subject to extensions.

Our Principal Stockholder’s family has indicated their intent to exercise their outstanding warrants in March 2012, which would result in our Principal Stockholder’s family beneficially owning approximately 52% of our outstanding common stock.

##### [Table of Contents](#C24987tocpage)

##### [Table of Contents](#C24987tocpage)

So called “Acts of God,” such as typhoons, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious diseases, such as avian flu, SARS and H1N1 flu, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect the number of visitors to our properties.

_Our failure to maintain the integrity of our internal or customer data could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits_.

Should general economic conditions not 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 the Company’s investment to date on our suspended projects could be lost and would result in an impairment charge.

Historically, we have not entered into a fixed-price or guaranteed maximum price contract with a single construction manager or general contractor.

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 us, but allows us greater flexibility.

If we are unable to manage costs or we are unable to raise capital required, we may not be able to open or complete these projects, which may have an adverse impact on our business and prospects for growth.

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

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| | • | | natural and other disasters, including the risk of typhoons in the South China region or outbreaks of infectious diseases; |

We will need to incur additional debt to finance our planned construction projects._

Although we have all-risk property insurance for our operating properties covering damage caused by a casualty loss (such as fire or natural disasters), each policy has certain exclusions.

In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding the facilities if there was a total loss.

Our level of insurance coverage also may not be adequate to cover all losses in the event of a major casualty.

In addition, certain casualty events, such as labor strikes, nuclear events, loss of income due to cancellation of room reservations or conventions due to fear of terrorism, deterioration or corrosion, insect or animal damage and pollution, might not be covered at all under our policies.

Therefore, certain acts could expose us to substantial uninsured losses.

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

Builder’s risk insurance provides coverage for projects during their construction for damage caused by a casualty loss.

In general, our builder’s risk coverage is subject to the same exclusions, risks and deficiencies as those described above for our all-risk property coverage.

Our level of builder’s risk insurance coverage may not be adequate to cover all losses in the event of a major casualty.

In addition, although we currently have insurance coverage for occurrences of terrorist acts with respect to our operating properties and for certain losses that could result from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described above for our all-risk property coverage.

The lack of sufficient insurance for these types of acts could expose us to substantial losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks or otherwise, which could have a significant negative impact on our operations.

In addition to the damage caused to our operating properties by a casualty loss, we may suffer business disruption as a result of these events or be subject to claims by third parties injured or harmed.

While we carry business interruption insurance and general liability insurance, this insurance may not be adequate to cover all losses in any such event.

We renew our insurance policies (other than our builder’s risk insurance) on an annual basis.

The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from our coverage.

Among other factors, it is possible that regional political tensions, homeland security concerns, other catastrophic events or any change in government legislation governing insurance coverage for acts of terrorism could materially adversely effect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits), additional exclusions from coverage or higher deductibles.

Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.

Mr. Adelson, Michael A.

Leven, Robert G.

Goldstein and Kenneth J.

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 2011 for Messrs.

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

We currently do not have a life insurance policy on any of the members of the senior management team.

A substantial number of our customers for The Venetian Las Vegas and The Palazzo use air travel to come to Las Vegas.

_Any violation of the Foreign Corrupt Practices Act or applicable anti-money laundering regulation could have a negative impact on us._

Many of our competitors are subsidiaries or divisions of large public companies and have substantial financial and other resources.

_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.

The final calculation of the net operating income may be significantly less than expected at the time the complex was sold to GGP and therefore the 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 asked for temporary abatements in base rent, to which we and GGP have agreed.) We may be required to record a loss on the sale in the future depending on the resolution of such matters and the resulting agreed upon final purchase price.

Approximately [removed: 63.8%] [added: 69.3%] and [removed: 62.9%] [added: 63.8%] of [added: the] gross revenue at our Las Vegas Operating Properties for the years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] respectively, was derived from [removed: room revenues,] [added: room,] food and beverage [removed: services,] and other non-gaming sources, and [removed: 36.2%] [added: 30.7%] and [removed: 37.1%,] [added: 36.2%,] respectively, was derived from gaming activities.

Approximately [removed: 92.1%] [added: 89.8%] and [removed: 89.9%] [added: 92.1%] of [added: the] gross revenue at Sands Bethlehem for the [removed: year] [added: years] ended December 31, [removed: 2010] [added: 2011] and [removed: the period ended December 31, 2009,] [added: 2010,] respectively, was derived from gaming activities, with the remainder derived from food and beverage [removed: services,] and other non-gaming sources.

Our [removed: Macau] [added: Macao] operating segments consist of [removed: Sands Macao,] The Venetian Macao, [added: Sands Macao,] Four Seasons [removed: Macao] [added: Macao, Sands Cotai Central, when opened,] and other ancillary operations that support these [removed: properties and will support our remaining Cotai Strip development projects.][added: properties.]

Approximately [removed: 94.2%] [added: 94.4%] and [removed: 93.6%] [added: 94.2%] of the gross revenue at the Sands Macao for the years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] respectively, was derived from gaming activities, with the remainder primarily derived from [removed: room revenues and] food and [removed: beverage services.][added: beverage.]

Approximately [removed: 82.7%] [added: 83.0%] and [removed: 81.3%] [added: 82.7%] of the gross revenue at The Venetian Macao for years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] respectively, was derived from gaming activities, with the remainder derived from [removed: room revenues,] [added: room, mall,] food and beverage [removed: services,] and other non-gaming sources.

Approximately [removed: 82.0%] [added: 82.6%] and [removed: 73.8%] [added: 82.0%] of the gross revenue at the Four Seasons Macao for the years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] respectively, was derived from gaming activities, with the remainder derived from [removed: retail] [added: mall] and other non-gaming sources.

Approximately [added: 76.5% and] 79.8% of the gross revenue at the Marina Bay Sands for the [added: year ended December 31, 2011 and the] period ended December 31, 2010, [added: respectively,] was derived from gaming activities, with the remainder derived from [removed: room revenues,] [added: room,] food and [removed: beverage services,] [added: beverage, mall] and other non-gaming sources.

[removed: Should] [added: We have suspended portions of our development projects and 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.

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

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

As of December 31, [removed: 2010,] [added: 2011,] we have capitalized construction costs of [removed: $176.4] [added: $178.3] million for this project.

We [added: have] submitted plans to the [removed: Macau] [added: Macao] 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 [removed: parcels 3, 5] [added: Sands Cotai Central] and [removed: 6,] [added: parcels 3] and 7 and 8).

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

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

[removed: During] [added: In] December 2010, we received notice from the [removed: Macau] [added: Macao] government that our application for a land concession for parcels 7 and 8 was not approved and we applied to the Chief Executive of [removed: Macau] [added: Macao] for [removed: a] [added: an executive] review of the decision.

[removed: Subsequent to December 31, 2010,] [added: In January 2011,] we filed [removed: an] [added: a judicial] appeal with the Court of Second Instance in [removed: Macau,] [added: Macao,] which has yet to issue a decision.

Should we win our [added: judicial] appeal, it is still possible for the Chief Executive of [removed: Macau] [added: Macao] 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 [removed: $102.1] [added: $101.1] million in capitalized construction costs, as of December 31, [removed: 2010,] [added: 2011,] related to our development on parcels 7 and 8.

| | | [removed: 2010] [added: 2011] | | | | Change | | | | [removed: 2009] [added: 2010] | | | | Change | | | | [removed: 2008] [added: 2009] | | |

| Net revenues | | $ | [removed: 6,853,182] [added: 9,410,745] | | | | [removed: 50.2] [added: 37.3] | % | | $ | [removed: 4,563,105] [added: 6,853,182] | | | | [removed: 3.9] [added: 50.2] | % | | $ | [removed: 4,389,946] [added: 4,563,105] | |

| Operating expenses | | | [removed: 5,672,596] [added: 7,020,858] | | | | [removed: 23.5] [added: 23.8] | % | | | [removed: 4,591,845] [added: 5,672,596] | | | | [removed: 8.6] [added: 23.5] | % | | | [removed: 4,226,283] [added: 4,591,845] | |

| Operating income (loss) | | | [removed: 1,180,586] [added: 2,389,887] | | | | [removed: 4,207.8] [added: 102.4] | % | | | [removed: (28,740] [added: 1,180,586] | [removed: )] | | | [removed: (117.6] [added: 4,207.8] | [removed: )%] [added: %] | | | [removed: 163,663] [added: (28,740] | [added: )] |

| Income (loss) before income taxes | | | [removed: 855,905] [added: 2,094,823] | | | | [removed: 329.7] [added: 144.7] | % | | | [removed: (372,627] [added: 855,905] | [removed: )] | | | [removed: (63.4] [added: 329.7] | [removed: )%] [added: %] | | | [removed: (228,025] [added: (372,627] | ) |

| Net income (loss) | | | [removed: 781,603] [added: 1,883,119] | | | | [removed: 312.0] [added: 140.9] | % | | | [removed: (368,743] [added: 781,603] | [removed: )] | | | [removed: (119.1] [added: 312.0] | [removed: )%] [added: %] | | | [removed: (168,325] [added: (368,743] | ) |

| Net income (loss) attributable to Las Vegas Sands Corp. | | | [removed: 599,394] [added: 1,560,123] | | | | [removed: 269.1] [added: 160.3] | % | | | [removed: (354,479] [added: 599,394] | [removed: )] | | | [removed: (116.7] [added: 269.1] | [removed: )%] [added: %] | | | [removed: (163,558] [added: (354,479] | ) |

| | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | |

| Operating expenses | | | [removed: 82.8] [added: 74.6] | % | | | [removed: 100.6] [added: 82.8] | % | | | [removed: 96.3] [added: 100.6] | % |

| Operating income (loss) | | | [removed: 17.2] [added: 25.4] | % | | | [removed: (0.6] [added: 17.2] | [removed: )%] [added: %] | | | [removed: 3.7] [added: (0.6] | [removed: %] [added: )%] |

| Income (loss) before income taxes | | | [removed: 12.5] [added: 22.3] | % | | | [removed: (8.2] [added: 12.5] | [removed: )%] [added: %] | | | [removed: (5.2] [added: (8.2] | )% |

| Net income (loss) | | | [removed: 11.4] [added: 20.0] | % | | | [removed: (8.1] [added: 11.4] | [removed: )%] [added: %] | | | [removed: (3.8] [added: (8.1] | )% |

| Net income (loss) attributable to Las Vegas Sands [removed: Corp] [added: Corp.] | | | [removed: 8.7] [added: 16.6] | % | | | [removed: (7.8] [added: 8.7] | [removed: )%] [added: %] | | | [removed: (3.7] [added: (7.8] | )% |

Our historical financial results will not be indicative of our future results as we continue to develop and open new properties, including our [added: Sands] Cotai [removed: Strip] [added: Central] integrated [removed: resort on parcels 5 and 6.][added: resort, which is expected to open in April 2012.]

Operating revenues at [removed: our Las Vegas Operating Properties,] The Venetian Macao, Four Seasons [removed: Macao and] [added: Macao,] Marina Bay Sands [added: and our Las Vegas Operating Properties] are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and the volume of [added: play for] table games and slot [removed: machine play.][added: machines (including similar electronic gaming devices).]

_Casino revenue measurements for the U.S.:_ [removed: Table] [added: The volume measurements in the U.S. are table] games drop [removed: (“drop”)] and slot [removed: handle (“handle”) are volume measurements.][added: handle, as previously described.]

[removed: Table] [added: The volume measurement for Non-Rolling Chip play is table] games drop [removed: represents] [added: (“drop”), which is] the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box.

Slot handle [added: (“handle”), also a volume measurement,] is the gross amount wagered for the period cited.

We view table games win as a percentage of drop and slot hold as a percentage of [removed: slot] handle.

Based upon our mix of table games, our [removed: table games in Las Vegas have produced a trailing 12-month] [added: Rolling Chip] win percentage (calculated before [removed: discounts) of 18.1%.][added: discounts and commissions) is expected to be 2.7% to 3.0%.]

[removed: In Las Vegas, approximately 64.2%] [added: Approximately 71.7%] of our table games [removed: play,] [added: play in Las Vegas,] for the year ended December 31, [removed: 2010,] [added: 2011,] was conducted on a credit [added: basis, while our table games play in Pennsylvania, which commenced in July 2010, is primarily conducted on a cash] basis.

[removed: In Pennsylvania, our table] [added: Table] games [removed: play, which commenced in July 2010,] [added: play at our properties] is [removed: primarily] conducted on a cash [added: and credit] basis.

As in Macao and Singapore, slot machine play is generally conducted on a cash basis.

_Mall revenue measurements:_ Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators.

Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period.

GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent.

GLA does not include space that is currently under development or not on the market for lease.

Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy.

Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.

Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

##### [Table of Contents](#C24987tocpage)

| | | 2011 | | | | 2010 | | | | Percent Change | | |

| Casino | | $ | 7,437,002 | | | $ | 5,533,088 | | | | 34.4 | % |

| Rooms | | | 1,000,035 | | | | 797,499 | | | | 25.4 | % |

| Food and beverage | | | 598,823 | | | | 446,558 | | | | 34.1 | % |

| Mall | | | 325,123 | | | | 186,617 | | | | 74.2 | % |

| Convention, retail and other | | | 501,351 | | | | 354,175 | | | | 41.6 | % |

| | | | 9,862,334 | | | | 7,317,937 | | | | 34.8 | % |

| Less — promotional allowances | | | (451,589 | ) | | | (464,755 | ) | | | 2.8 | % |

| Total net revenues | | $ | 9,410,745 | | | $ | 6,853,182 | | | | 37.3 | % |

The increase in net revenues was primarily driven by a $1.66 billion increase from the progressive opening of the Marina Bay Sands, as well a $719.2 million increase across all of our Macao operations and a $111.5 million increase at our Las Vegas Operating Properties.

The increase was primarily due to a $1.30 billion increase at the Marina Bay Sands and a $576.5 million increase at our Macao operations, primarily driven by an increase in Rolling Chip volume.

| Macao Operations: | | | | | | | | | | | | |

| Total casino revenues | | $ | 2,430,144 | | | $ | 2,086,668 | | | | 16.5 | % |

| Non-Rolling Chip drop | | $ | 4,178,865 | | | $ | 3,737,693 | | | | 11.8 | % |

| Rolling Chip volume | | $ | 52,016,771 | | | $ | 42,650,092 | | | | 22.0 | % |

| Slot handle | | $ | 3,564,612 | | | $ | 2,926,606 | | | | 21.8 | % |

| Total casino revenues | | $ | 1,251,084 | | | $ | 1,168,117 | | | | 7.1 | % |

| Non-Rolling Chip drop | | $ | 2,811,966 | | | $ | 2,512,122 | | | | 11.9 | % |

| Rolling Chip volume | | $ | 31,537,280 | | | $ | 27,415,476 | | | | 15.0 | % |

| Slot handle | | $ | 2,055,911 | | | $ | 1,599,199 | | | | 28.6 | % |

| Total casino revenues | | $ | 583,476 | | | $ | 433,424 | | | | 34.6 | % |

| Non-Rolling Chip drop | | $ | 388,290 | | | $ | 391,554 | | | | (0.8 | )% |

| Rolling Chip volume | | $ | 18,983,716 | | | $ | 17,890,832 | | | | 6.1 | % |

| Slot handle | | $ | 833,525 | | | $ | 510,392 | | | | 63.3 | % |

| Total casino revenues | | $ | 2,364,922 | | | $ | 1,062,386 | | | | 122.6 | % |

| Non-Rolling Chip drop | | $ | 4,445,232 | | | $ | 2,372,451 | | | | 87.4 | % |

| Non-Rolling Chip win percentage | | | 23.0 | % | | | 22.2 | % | | 0.8 | | pts |

| Rolling Chip volume | | $ | 49,843,694 | | | $ | 22,277,677 | | | | 123.7 | % |

| Rolling Chip win percentage | | | 2.88 | % | | | 2.74 | % | | 0.14 | | pts |

| Slot handle | | $ | 9,959,670 | | | $ | 3,676,402 | | | | 170.9 | % |

| Total casino revenues | | $ | 430,758 | | | $ | 496,637 | | | | (13.3 | )% |

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.

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.

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.

_Macau_

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.

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

Win or hold percentage represents the percentage of drop or handle that is won by the casino and recorded as casino revenue.

Slot machines in Las Vegas and Pennsylvania have produced a trailing 12-month win percentage (calculated before slot club cash incentives) of 7.8% and 6.8%, respectively.

Actual win may vary from the trailing 12-month win percentage.

We expect to increase the credit extended to our players as operations ramp up at Sands Bethlehem.

The volume measurement for Non-Rolling Chip play is table games drop as previously described.

Based upon our mix of table games, our Rolling Chip win percentage (calculated before discounts and commissions) is expected to be 2.7% to 3.0% and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 25.3%, 20.5% and 26.5% at The Venetian Macao, Sands Macao and Four Seasons Macao, respectively.

Our Macau slot machines produced a trailing 12-month win percentage of 7.0%, 5.9% and 5.7%, at The Venetian Macao, Sands Macao and Four Seasons Macao, respectively.

This percentage is expected to increase as we continue to extend credit to our premium players and junket operators for table games play.

In Singapore, 35.2% of table games play was conducted on a credit basis for the period ended December 31, 2010.

This percentage is expected to increase as we increase the credit extended to our premium players and as our operations ramp up at Marina Bay Sands.

| Convention, retail and other | | | 540,792 | | | | 419,164 | | | | 29.0 | % |

| Convention, retail and other | | | 274,678 | | | | 240,377 | | | | 14.3 | % |

Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments.

| Macau: | | | | | | | | | | | | |

| | | 2009 | | | | 2008 | | | | Percent Change | | |

| Casino | | $ | 3,524,798 | | | $ | 3,192,099 | | | | 10.4 | % |

| Rooms | | | 657,783 | | | | 767,129 | | | | (14.3 | )% |

| Convention, retail and other | | | 419,164 | | | | 406,836 | | | | 3.0 | % |

| | | | 4,929,444 | | | | 4,735,126 | | | | 4.1 | % |

The increase in net revenues was due primarily to a full year of operations of Four Seasons Macao, which opened in August 2008, and the opening of Sands Bethlehem in May 2009.

Of the increase, $161.1 million was attributable to a full year of operations of Four Seasons Macao, $141.8 million was attributable to the opening of Sands Bethlehem and $89.1 million at The Venetian Macao was primarily due to the increase in Non-Rolling Chip win percentage.

These increases were partially offset by decreases at our Las Vegas Operating Properties and Sands Macao.

| | | 2009 | | | | 2008 | | | | Change | | |

| Total casino revenues | | $ | 1,699,599 | | | $ | 1,610,505 | | | | 5.5 | % |

| Non-Rolling Chip drop | | $ | 3,362,780 | | | $ | 3,530,065 | | | | (4.7 | )% |

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.

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

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.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other Securities and Exchange Commission (“SEC”) filings, and any amendments to those reports and any other filings that we file with or furnish to the SEC under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC and are also available [added: at the SEC’s internet site address at _www.sec.gov_ or] in the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C., 20549.

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

Our principal operating and developmental activities occur in three geographic areas: [removed: United States, Macau] [added: Macao, Singapore] and [removed: Singapore.][added: the United States.]

[removed: Management reviews the results of operations for each of its key] [added: In Macao, our] operating [removed: segments: The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; Sands Bethlehem; Sands Macao;] [added: segments are:] The Venetian Macao; Four Seasons Macao; [added: Sands Macao; and] Other Asia (comprised primarily of our ferry operations and various other operations that are ancillary to our properties in [removed: Macau); and Marina Bay Sands.][added: Macao).]

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

[removed: Operations][added: Asia Operations]

[removed: Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and] [added: The Sands Macao includes] approximately [removed: 225,000] [added: 197,000] square feet of gaming [removed: space, which includes] [added: space with] approximately [removed: 230] [added: 420] table games and [removed: 2,640] [added: 1,100] slot machines.

The Venetian Las Vegas has 4,027 suites situated in a 3,014-suite, 35-story three-winged tower rising above the casino and the [added: adjoining] 1,013-suite, 12-story Venezia [removed: tower situated above a parking garage.][added: tower.]

The casino at The Venetian Las Vegas has approximately 120,000 square feet of gaming space and includes approximately 110 table games and [removed: 1,370] [added: 1,500] slot machines.

The Venetian Las Vegas also includes [added: The Grand Canal Shoppes,] an enclosed retail, dining and entertainment complex [removed: of approximately 440,000 net leasable square feet (“The Grand Canal Shoppes”), which] [added: that] was sold to GGP Limited Partnership (“GGP”) in 2004.

The Palazzo features modern European ambience and design, [removed: is situated adjacent to] and [removed: north of The Venetian Las Vegas, and] is directly connected to The Venetian Las Vegas and Sands Expo Center.

The casino at The Palazzo has approximately 105,000 square feet of gaming space and includes approximately 120 table games and [removed: 1,270] [added: 1,200] slot machines.

The Palazzo has a 50-floor luxury hotel tower with 3,066 suites and includes a Canyon Ranch [removed: SpaClub;] [added: SpaClub,] a Paiza [removed: Club; an entertainment center;] [added: Club, a world-class theatre] and [added: The Shoppes at The Palazzo,] an enclosed shopping and dining complex [removed: of approximately 400,000 net leasable square feet (“The Shoppes at The Palazzo”), which] [added: that] was sold to GGP [removed: on February 29,] [added: in] 2008.

[removed: With approximately 1.2 million gross square feet of exhibit and meeting space,] Sands Expo Center is one of the largest overall trade show and convention facilities in the United States (as measured by net leasable square [removed: footage).][added: footage), with approximately 1.2 million gross square feet of exhibit and meeting space.]

We also own [removed: and operate] an approximately 1.1 [removed: million gross square foot] [added: million-gross-square-foot] meeting and conference facility that links Sands Expo Center to The Venetian Las Vegas and The Palazzo.

[removed: Management believes that these] [added: Our convention, trade show and meeting facilities] combined [removed: facilities, together] with the on-site amenities offered [removed: by The Venetian] [added: at our Macao, Singapore and] Las Vegas [removed: and The Palazzo,] [added: integrated resort properties] provide [removed: a] flexible and expansive space for [removed: large-scale] trade [removed: shows] [added: shows, conventions] and [removed: conventions.][added: other meetings.]

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

The [removed: Sands Bethlehem currently features] [added: Venetian Macao includes] approximately [removed: 146,000] [added: 534,000] square feet of gaming space [removed: and includes over 80] [added: with approximately 550] table [removed: games, which operations commenced in July 2010,] [added: games] and [removed: 3,020] [added: 2,000] slot machines.

In April 2010, we recommenced construction of [removed: a] [added: the] 300-room hotel tower, which [removed: is expected to open] [added: opened] in [removed: the second quarter of] [added: May] 2011.

We own 86% of the economic interest [removed: of] [added: in] the gaming, hotel and entertainment portion of [removed: the property] [added: Sands Bethlehem] through our ownership interest in Sands Bethworks Gaming LLC [added: (“Sands Bethworks Gaming”)] and more than 35% of the economic interest [removed: of] [added: in] the retail portion of [removed: the property] [added: Sands Bethlehem] through our ownership interest in Sands Bethworks [removed: Retail, LLC.][added: Retail LLC (“Sands Bethworks Retail”).]

We operate the gaming areas within [removed: these] [added: our Macao] properties pursuant to a 20-year gaming [removed: subconcession.][added: subconcession that expires in June 2022.]

The Sands Macao, the first [added: U.S. operated] Las Vegas-style casino in [removed: Macau,] [added: Macao,] is situated near the [removed: Macau-Hong] [added: Macao-Hong] Kong Ferry Terminal on a waterfront parcel centrally located between [removed: the] [added: Macao’s] Gonbei border gate [added: with China] and [removed: the] [added: Macao’s] central business district.

The [removed: Sands Macao includes] [added: Four Seasons Macao, which is located adjacent to The Venetian Macao, has] approximately [removed: 197,000] [added: 91,000] square feet of gaming space with approximately [removed: 420] [added: 170] table games and [removed: 1,140] [added: 180] slot machines [removed: or similar electronic gaming devices.][added: at its Plaza Casino.]

The Sands Macao also includes a 289-suite hotel tower, [added: spa facilities,] several [removed: restaurants, a spacious Paiza Club, a theater] [added: restaurants] and [removed: other high-end services] [added: entertainment areas,] and [removed: amenities.][added: a Paiza Club.]

The Venetian Macao is the anchor property [removed: for] [added: of] our Cotai Strip [removed: development, which] [added: development and] is [added: conveniently] located approximately two miles from [removed: Macau’s] [added: Macao’s] Taipa Temporary Ferry Terminal on [removed: Macau’s] [added: Macao’s] Taipa Island.

[removed: The Las] [added: Las] Vegas Market

The [added: Las Vegas] hotel/casino industry is highly competitive.

In addition, several large [removed: projects, which] [added: projects in Las Vegas] are currently [removed: suspended, are or will be operated by companies that may have significant name recognition and financial and marketing resources] [added: suspended] and [added: when opened] may target the same customers as we do.

In addition to the LVCC, [removed: Mandalay Bay, certain properties] [added: some] of [removed: MGM Resorts International and Wynn] [added: our] Las Vegas [added: competitors] have convention and conference facilities that compete with our Las Vegas Operating Properties.

[removed: Macau] [added: Macao] is [removed: regarded as] the largest gaming market in the world and [removed: is] the only market in China to offer legalized casino gaming.

According to [removed: Macau] [added: Macao] government statistics, [added: annual] gaming revenues [removed: in Macau during 2010] reached [removed: $23.6 billion,] [added: $33.6 billion in 2011,] a [removed: 57.5%] [added: 42.2%] increase over [removed: 2009.][added: 2010.]

Table games are the dominant form of gaming in [removed: Asia] [added: Asia,] with baccarat being the most popular [removed: game, followed by other traditional U.S. and Asian games.][added: game.]

[removed: We] [added: With the increase in the mass gaming market, we] have seen a significant increase in slot machine play [removed: since 2003] and expect [removed: the slot machine] [added: this] business to continue to grow in [removed: Macau.][added: Macao.]

[removed: _Proximity] [added: _Proximity] to Major Asian [removed: Cities_][added: Cities_]

[removed: Approximately] [added: More than] 1.0 billion people are estimated to live within a three-hour flight from [removed: Macau] [added: Macao] and [removed: approximately] [added: more than] 3.0 billion people are estimated to live within a five-hour flight from [removed: Macau.][added: Macao.]

[removed: Gaming customers] [added: Visitors] from Hong Kong, southeast China, Taiwan and other locations in Asia can reach [removed: Macau] [added: Macao] in a relatively short period of time, using a variety of transportation methods, and visitors from more distant locations in Asia can take advantage of short travel times by air to [removed: Macau,] [added: Macao,] Zhuhai, Shenzhen, Guangzhou or to Hong Kong (followed by a road, ferry or helicopter trip to [removed: Macau).][added: Macao).]

In addition, numerous [added: air] carriers fly directly into [removed: Macau] [added: Macao] International Airport from many major cities in Asia.

[removed: Macau] [added: Macao] draws a significant number of [removed: gaming] customers [removed: from both] [added: who are] visitors [removed: to and] [added: or] residents of Hong Kong.

One of the major methods of transportation to [removed: Macau] [added: Macao] from Hong Kong is the jetfoil ferry service, including our ferry service, The Cotai Strip [removed: CotaiJettm, which opened in late 2007.][added: CotaiJet.]

[removed: Macau] [added: Macao] is also accessible from Hong Kong by helicopter.

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

We currently own and operate integrated resorts in Asia and the United States.

We believe that our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating substantial cash flow while simultaneously pursuing new development opportunities.

Our unique convention-based marketing strategy allows us to attract business travelers during the slower mid-week periods while leisure travelers fill our properties during the weekends.

In addition, our properties are differentiated by our important high-end gaming facilities and significant retail offerings.

The Paiza Club located at our properties is an important part of our VIP gaming marketing strategy.

Our Paiza Clubs are exclusive invitation-only clubs available to our premium players that feature high-end services and amenities, including luxury accommodations, restaurants, lounges and private gaming salons.

We also offer players club loyalty programs at our properties, which provide access to rewards, privileges and members-only events.

Additionally, we believe that being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

With the completion of Sands Cotai Central, we will own approximately 2.7 million square feet of gross retail space.

Through our 70.3% ownership of Sands China Ltd. (“SCL”), we own and operate a collection of integrated resort properties in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China (“China”).

These properties include The Venetian Macao Resort Hotel (“The Venetian Macao”), the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao,” which is managed by Four Seasons Hotels, Inc.) and the Plaza Casino, which we own and operate (together with the Four Seasons Hotel Macao, the “Four Seasons Macao”) and the Sands Macao.

In April 2012, we will open Conrad and Holiday Inn-branded properties as part of the first phase of our Sands Cotai Central integrated resort complex.

In Singapore, we own and operate the iconic Marina Bay Sands, which has become one of Singapore’s major tourist, business and retail destinations since its opening in 2010.

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

We pride ourselves on being an exemplary employer and an upstanding corporate citizen that helps improve the quality of life for our team members and the communities in which we operate.

Through our Sands Foundation and other avenues, we are an active community partner offering assistance to charitable organizations and other worthy causes.

We are also committed to protecting the environment and to being a global leader in sustainable resort development.

Through our Sands ECO 360 Global Sustainability program, we develop and implement environmental practices for our existing and future resort developments to protect our natural resources, offer our team members a safe and healthy work environment and enhance the resort experiences of our guests.

Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LVS.” Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and our telephone number at that address is (702) 414-1000.

Information related to the operation of the SEC’s public reference room may be obtained by calling the SEC at 1-800-SEC-0330.

Management reviews the results of operations for each of its operating segments, which generally are our properties.

In Singapore, our operating segment is Marina Bay Sands.

In the United States, our operating segments are: The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem.

Management also reviews construction and development activities for each of its primary projects under development, some of which have been suspended, in addition to its reportable segments noted above.

See “Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development Projects.” Our primary projects under development are Sands Cotai Central (which we formerly referred to as parcels 5 and 6) and Other Development Projects (Cotai Strip parcels 3 and 7 and 8) in Macao and Corporate and Other (comprised primarily of airplanes and our Las Vegas condominium project) in the United States.

_Macao_

The Venetian Macao features a 39-floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and approximately 1.0 million square feet of unique retail shopping with more than 300 stores featuring many international brands located in the Grand Canal Shoppes at The Venetian Macao.

The property is home to more than 50 restaurants featuring an international assortment of cuisines.

In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, a 1,800-seat theater, the 15,000-seat CotaiArena that hosts world-class entertainment and sporting events and a Paiza Club.

The Four Seasons Macao also has 360 elegantly appointed rooms and suites; several food and beverage offerings; and conference and banquet facilities.

The Shoppes at Four Seasons includes approximately 211,000 square feet of retail space and is connected to the Grand Canal Shoppes at The Venetian Macao.

The Four Seasons Macao also features our ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.

In April 2012, we will open the first phase of Sands Cotai Central, which is part of our Cotai Strip development.

Upon completion, Sands Cotai Central will consist of a 13.7 million-square-foot 6,400-room integrated resort complex featuring a full range of amenities, including hotel rooms and suites under the internationally-recognized Sheraton, Conrad and Holiday Inn brands.

See “Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations — Development Projects.”

##### [Table of Contents](#C24987tocpage)

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

Marina Bay Sands opened during 2010 and features approximately 2,600 rooms and suites located in three 55-story hotel towers.

Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infinity swimming pool and several dining options.

Overview

Las Vegas Sands Corp. (“LVSC” or together with its subsidiaries “we” or the “Company”) owns and 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 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”).

We are also creating a master-planned development of integrated resort properties, anchored by The Venetian Macao, which we refer to as the Cotai Striptm in Macau.

We also own and operate the Marina Bay Sands in Singapore, and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”) in Bethlehem, Pennsylvania.

Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “LVS.” Immediately prior to our initial public offering in December 2004, we acquired 100% of the capital stock of Las Vegas Sands, Inc. (“LVSI”), a Nevada corporation and the direct or indirect owner and operator of The Venetian Las Vegas, Sands Expo Center and Sands Macao, by merging LVSI with and into our wholly owned subsidiary, leaving LVSI as the surviving subsidiary.

LVSI was incorporated in Nevada in April 1988.

In July 2005, LVSI was converted into a limited liability company and changed its name to Las Vegas Sands, LLC (“LVSLLC”).

In November 2009, our 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 10 — Equity — Noncontrolling Interests”), we owned 70.3% of the issued and outstanding ordinary shares of SCL.

The shares of SCL were not, and will not, be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.

Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

Our telephone number at that address is (702) 414-1000.

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 Sands; Other Development Projects (comprised primarily of our other Cotai Strip development projects); and Corporate and Other (comprised primarily of airplanes and our Las Vegas condominium project).

The Venetian Las Vegas features a variety of amenities for its guests, including a Paiza Clubtm offering high-end services and amenities to VIP customers, such as luxurious suites, spa facilities and private gaming rooms; a Canyon Ranch SpaClub, operated by Canyon Ranch; and a theater/entertainment complex featuring a wide variety of entertainment.

Management markets the meeting and conference facility to complement the operations of Sands Expo Center for business conferences and upscale business events typically held during the mid-week period, thereby generating room-night demand and driving average daily room rates during the weekday move-in/move-out phases of Sands Expo Center’s events.

Events at our exhibition and meeting facilities typically take place during the mid-week when Las Vegas hotels and casinos experience lower demand, unlike weekends and holidays during which occupancy and room rates are at their peaks.

Our goal is to draw from attendees and exhibitors at these facilities to maintain mid-week demand at our hotels from this higher-budget market segment, when room demand would otherwise be derived from the lower-budget tour-and-travel-group market segment.

In 2010, approximately 0.9 million visitors attended meetings, trade shows and conventions at Sands Expo Center and our meeting and conference facilities.

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.

Sands Bethlehem is also expected to be home to the National Museum of Industrial History, an arts and cultural center, and the broadcast home of the local PBS affiliate.

As of December 31, 2010, we have capitalized construction costs of $654.1 million for this project (including $12.2 million in outstanding construction payables).

We expect to spend approximately $70 million 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.

_Macau_

SCL, of which we currently own 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 10.2 million visitors who arrived in Macau by ferry in 2010.

The Venetian Macao includes approximately 550,000 square feet of gaming space with approximately 600 table games and 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 Venetian Macao, with a theme similar to that of The Venetian Las Vegas, also features a 39-floor luxury hotel tower with over 2,900 suites; approximately 1.0 million square feet of retail and dining offerings; a convention center and meeting room complex of approximately 1.2 million square feet; a 15,000-seat arena that has hosted a wide range of entertainment and sporting events; and a 1,800-seat theater that features ZAIA, an original production from Cirque Du Soleil.

Management believes that the convention center and meeting room complex combined with the on-site amenities offered at The Venetian Macao provides a flexible and expansive space for large-scale trade shows and conventions.

We market The Venetian Macao similar to our Las Vegas Operating Properties, with events at the convention and meeting room complex typically taking place during the week when hotels and casinos in Macau normally experience lower demand, unlike weekends and holidays during which occupancy and room rates are at their peak.

Our goal is to draw from attendees and exhibitors at our convention and meeting room complex to maintain mid-week demand at our hotel from this higher-budget market segment.

The Four Seasons 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.

The property will also feature the Four Seasons Apartments Macao, Cotai Striptm (the “Four Seasons Apartments”), which will consist of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas.

We have completed the structural work of the tower and expect to monetize the units within the Four Seasons Apartments subject to market conditions and obtaining the relevant government approvals.

As of December 31, 2010, we have capitalized construction costs of $1.07 billion for the property (including $16.2 million of outstanding construction payables).

We expect to spend approximately $115 million primarily on costs to complete the Four Seasons Apartments, including FF&E and pre-opening costs, and to pay for outstanding construction payables, as noted above.

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

Marina Bay Sands features three 55-story hotel towers (with approximately 2,600 rooms and suites), the Sands SkyParktm (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 161,000 square feet of gaming space with approximately 620 table games and 2,300 slot machines, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.3 million square feet and theaters.

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

As of December 31, 2010, we have capitalized 7.40 billion Singapore dollars (“SGD,” approximately $5.74 billion at exchange rates in effect on December 31, 2010) in costs for this project, including the land premium and SGD 428.6 million (approximately $332.2 million at exchange rates in effect on December 31, 2010) in outstanding construction payables.

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

In addition to the matters described [removed: below,] [added: at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 14 — Commitments and Contingencies — Litigation,”] we are party to various legal matters and claims arising in the ordinary course of business.

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G.

Adelson and William P.

Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macau resort operations to the plaintiffs as well as other related claims.

In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties.

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

The order also dismissed with prejudice the first amended complaint against defendants Sheldon G.

Weidner.

On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million.

On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest).

The Company appealed the verdict to the Nevada Supreme Court.

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

The Company intends to vigorously defend this matter.

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

Weidner and David Friedman in the United States District Court for the District of Nevada (the “District Court”).

The plaintiffs assert (i) breach of contract by LVSI, VCR and Venetian Venture Development of an agreement under which AAEC would work to obtain a gaming license in Macau and, if successful, AAEC would jointly operate a casino, hotel and related facilities in Macau with Venetian Venture Development and Venetian Venture Development would receive fees and a minority equity interest in the venture and (ii) breach of fiduciary duties by all of the defendants.

The plaintiffs have requested an unspecified amount of actual, compensatory and punitive damages, and disgorgement of profits related to the Company’s Macau gaming license.

The Company filed a motion to dismiss on July 11, 2007.

On August 1, 2007, the District Court granted the defendants’ motion to dismiss the complaint against all defendants without prejudice.

The plaintiffs appealed this decision and subsequently, the Ninth Circuit Court of Appeals (the “Circuit Court”) decided that AAEC was not barred from asserting claims that the written agreement was breached prior to its expiration on January 15, 2002.

The Circuit Court remanded the case back to the District Court for further proceedings on this issue and discovery has recently begun.

The plaintiffs’ counsel filed a motion to withdraw from representing the plaintiffs on December 15, 2009, and it was granted by the Magistrate on January 12, 2010.

On February 11, 2010, the Magistrate filed a recommendation that the case be dismissed in the court docket.

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

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

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

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

On October 16, 2009, the Company received a letter from counsel to Far East Consortium International Ltd. (“FEC”) notifying the Company that it may pursue various claims seeking, among other things, monetary damages and an entitlement to an ownership interest in any development projects on parcel 3 in Macau, which the Company will own and operate.

The Company believes such claims are based on a non-legally binding memorandum of agreement that expired by its terms in 2005.

The Company intends to vigorously contest any claims or lawsuits that may be brought by FEC.

On October 20, 2010, Steven C.

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

Mr. Jacobs is seeking unspecified damages.

This action is in a preliminary stage.

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.

The State Administration of Foreign Exchange in China (“SAFE”) regulates foreign currency exchange transactions and other business dealings in China.

SAFE has made inquiries and requested and obtained documents relating to certain payments made by the Company’s wholly foreign-owned enterprises (“WFOEs”) to counterparties and other vendors in China.

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

For the fiscal year ended December 31, [removed: 2010][added: 2011]

[removed: LAS VEGAS SANDS CORP.][added: Las Vegas Sands Corp.]

(702) [removed: 414-1000][added: 414-1000]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the Act:

| [removed: Common] [added: Common] Stock ($0.001 par [removed: value)] [added: value)] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer] [added: filer,] or a smaller reporting company.

As of June 30, [removed: 2010,] [added: 2011,] 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: $7,009,236,556] [added: $16,293,500,250] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 726,471,263] [added: 734,061,465] shares of common stock outstanding as of February [removed: 18, 2011.][added: 21, 2012.]

| Portions of the definitive Proxy Statement to be used in connection with the registrant’s [removed: 2011] [added: 2012] Annual Meeting of Stockholders | | Part III (Item 10 through Item 14) |

[removed: Table] [added: ##### [Table] of [removed: Contents][added: Contents](#C24987tocpage)]

| [ITEM 1 — [removed: BUSINESS](#C08516102)] [added: BUSINESS](#C24987102)] | | | 3 | | | | | |

| [ITEM 1A — RISK [removed: FACTORS](#C08516103)] [added: FACTORS](#C24987103)] | | | [removed: 25] [added: 21] | | | | | |

| [ITEM 1B — UNRESOLVED STAFF [removed: COMMENTS](#C08516104)] [added: COMMENTS](#C24987104)] | | | [removed: 41] [added: 34] | | | | | |

| [ITEM 2 — [removed: PROPERTIES](#C08516105)] [added: PROPERTIES](#C24987105)] | | | [removed: 41] [added: 34] | | | | | |

| [ITEM 3 — LEGAL [removed: PROCEEDINGS](#C08516106)] [added: PROCEEDINGS](#C24987106)] | | | [removed: 42] [added: 35] | | | | | |

| [ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#C08516109)] [added: SECURITIES](#C24987109)] | | | [removed: 45] [added: 36] | | | | | |

| [ITEM 6 — SELECTED FINANCIAL [removed: DATA](#C08516110)] [added: DATA](#C24987110)] | | | [removed: 47] [added: 38] | | | | | |

| [ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#C08516111)] [added: OPERATIONS](#C24987111)] | | | [removed: 48] [added: 39] | | | | | |

| [ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#C08516112)] [added: RISK](#C24987112)] | | | [removed: 69] [added: 62] | | | | | |

| [ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#C08516113)] [added: DATA](#C24987113)] | | | [removed: 71] [added: 64] | | | | | |

| [ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#C08516114)] [added: DISCLOSURE](#C24987114)] | | | [removed: 129] [added: 120] | | | | | |

| [ITEM 9A — CONTROLS AND [removed: PROCEDURES](#C08516115)] [added: PROCEDURES](#C24987115)] | | | [removed: 129] [added: 120] | | | | | |

| [ITEM 9B — OTHER [removed: INFORMATION](#C08516116)] [added: INFORMATION](#C24987116)] | | | [removed: 130] [added: 121] | | | | | |

| [PART [removed: III](#C08516117)] [added: III](#C24987117)] | | | | | | | | |

| [ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#C08516118)] [added: GOVERNANCE](#C24987118)] | | | [removed: 131] [added: 122] | | | | | |

| [ITEM 11 — EXECUTIVE [removed: COMPENSATION](#C08516119)] [added: COMPENSATION](#C24987119)] | | | [removed: 131] [added: 122] | | | | | |

| [ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#C08516120)] [added: MATTERS](#C24987120)] | | | [removed: 131] [added: 122] | | | | | |

| [ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#C08516121)] [added: INDEPENDENCE](#C24987121)] | | | [removed: 131] [added: 122] | | | | | |

| [ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#C08516122)] [added: SERVICES](#C24987122)] | | | [removed: 131] [added: 122] | | | | | |

| [ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#C08516124)] [added: SCHEDULES](#C24987124)] | | | [removed: 132] [added: 123] | | | | | |

| [Exhibit [removed: 10.34](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w34.htm)] [added: 10.48](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w48.htm)] | | | | | | | | |

| [Exhibit [removed: 10.48](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w48.htm)] [added: 10.63](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w63.htm)] | | | | | | | | |

| [Exhibit [removed: 10.51](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm)] [added: 10.86](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w86.htm)] | | | | | | | | |

| [Exhibit [removed: 10.57](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w57.htm)] [added: 10.87](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w87.htm)] | | | | | | | | |

| [Exhibit [removed: 10.60](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w60.htm)] [added: 10.88](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)] | | | | | | | | |

| [Exhibit [removed: 10.82](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w82.htm)] [added: 21.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv21w1.htm)] | | | | | | | | |

| [Exhibit [removed: 21.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv21w1.htm)] [added: 23.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv23w1.htm)] | | | | | | | | |

| [Exhibit [removed: 23.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv23w1.htm)] [added: 31.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv31w1.htm)] | | | | | | | | |

| [Exhibit [removed: 31.1](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv31w1.htm)] [added: 31.2](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv31w2.htm)] | | | | | | | | |

10-K 1 c24987e10vk.htm FORM 10-K

| [PART I](#C24987101) | | | | | | | | |

| [ITEM 4 — MINE SAFETY DISCLOSURES](#C24987107) | | | 35 | | | | | |

| [PART II](#C24987108) | | | | | | | | |

| [PART IV](#C24987123) | | | | | | | | |

| [EX-101 INSTANCE DOCUMENT](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/lvs-20111231.xml) | | | | | | | | |

| [EX-101 SCHEMA DOCUMENT](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/lvs-20111231.xsd) | | | | | | | | |

| [EX-101 CALCULATION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/lvs-20111231_cal.xml) | | | | | | | | |

| [EX-101 LABELS LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/lvs-20111231_lab.xml) | | | | | | | | |

| [EX-101 PRESENTATION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/lvs-20111231_pre.xml) | | | | | | | | |

| [EX-101 DEFINITION LINKBASE DOCUMENT](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/lvs-20111231_def.xml) | | | | | | | | |

##### [Table of Contents](#C24987tocpage)

10-K 1 c08516e10vk.htm FORM 10-K

| | | |

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

| | | | | | | | | |

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

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

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

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

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

| | | |

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

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

We do not own these land sites in [removed: Macau;] [added: Macao;] however, the land concessions grant us exclusive use of the land.

As specified in the land concessions, we are required to pay premiums, which are either payable in a single lump sum upon acceptance of our land concessions by the [removed: Macau] [added: Macao] government or in seven semi-annual [removed: installments (provided that the outstanding balance is due upon the completion of the corresponding integrated resort),] [added: installments,] as well as annual rent for the term of the land concession, which may be revised every five years by the [removed: Macau] [added: Macao] government.

In October 2008, the [removed: Macau] [added: Macao] government amended our land concession to separate the retail and hotel portions of the Four Seasons Macao parcel and allowed us to subdivide the parcel into four separate components, consisting of retail, hotel/casino, Four Seasons Apartments and parking areas.

[removed: During] [added: In] December 2010, we received notice from the [removed: Macau] [added: Macao] government that our application for a land concession for parcels 7 and 8 was not approved and we applied to the Chief Executive of [removed: Macau] [added: Macao] for [removed: a] [added: an executive] review of the decision.

[removed: Subsequent to December 31, 2010,] [added: In January 2011,] we filed [removed: an] [added: a judicial] appeal with the Court of Second Instance in [removed: Macau,] [added: Macao,] which has yet to issue a decision.

Should we win our [added: judicial] appeal, it is still possible for the Chief Executive of [removed: Macau] [added: Macao] 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 [removed: $102.1] [added: $101.1] million in capitalized construction costs, as of December 31, [removed: 2010,] [added: 2011,] related to our development on parcels 7 and 8.

The [removed: Macau] [added: Macao] government has granted us a two-year extension to complete the development of parcel 3, which now must be completed by April 2013.

The land concession for [removed: parcels 5 and 6] [added: Sands Cotai Central] contains a similar requirement that the corresponding development be completed by May 2014 (48 months from the date the land concession became effective).

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

As a result, we could record a charge for all or some portion of the [removed: $34.3] [added: $96.0] million and [removed: $2.01] [added: $3.06] billion in capitalized construction costs, as of December 31, [removed: 2010,] [added: 2011,] related to our [removed: developments] [added: development] on parcels 3 or [removed: 5 and 6,] [added: Sands Cotai Central,] respectively.

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

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: $930.2] [added: $923.2] million at exchange rates in effect on December 31, [removed: 2010)] [added: 2011)] 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: $81.9] [added: $81.2] million at exchange rates in effect on December 31, [removed: 2010)] [added: 2011)] for various taxes and other fees.

In September 2008, our joint venture partner, Bethworks Now, [added: LLC,] contributed the land on which Sands Bethlehem is being developed to Sands Bethworks Gaming and Sands Bethworks Retail, a portion of which was contributed through a condominium form of ownership.

We intend to apply for an extension from the Macao government to complete our parcel 3 development as we will be unable to meet the April 2013 deadline.

Should we determine that we are unable to complete Sands Cotai Central by May 2014, we also intend to apply for an extension from the government.

No assurances can be given that additional extensions will be granted.

We believe that if we are not able to complete the developments by the respective deadlines, we will likely be able to obtain extensions from the Macau government; however, no assurances can be given that additional extensions will be granted.

| | | |

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

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

Not applicable.

| | | |

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

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 [removed: indicated.][added: indicated:]

| First Quarter (through February [removed: 18, 2011)] [added: 21, 2012)] | | $ | [removed: 51.05] [added: 54.00] | | | $ | [removed: 44.11] [added: 41.77] | |

As of February [removed: 18, 2011,] [added: 21, 2012,] there were [removed: 726,471,263] [added: 734,061,465] shares of our common stock issued and outstanding that were held by [removed: 455] [added: 456] stockholders of record.

| May 4, 2010 | | [removed: March] [added: May] 17, 2010 | | | 13,125 | | | | 10,225 | | | | 23,350 | |

Our ability to declare and pay [removed: such] dividends [added: on our common stock] is subject to the requirements of Nevada law.

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

Our subsidiaries’ long-term debt arrangements place [removed: material] restrictions on their ability to pay cash dividends to the Company.

This [removed: will] [added: may] restrict our ability to pay cash dividends other than from cash on hand.

The following performance graph compares the performance of our common stock with the performance of the Standard & Poor’s 500 Index and the Dow Jones US Gambling Index, during the five years ended December 31, [removed: 2010.][added: 2011.]

[removed: ][added: ]

| First Quarter | | $ | 51.05 | | | $ | 36.05 | |

| Second Quarter | | $ | 48.25 | | | $ | 37.23 | |

| Third Quarter | | $ | 50.49 | | | $ | 36.08 | |

| Fourth Quarter | | $ | 49.44 | | | $ | 36.20 | |

| 2012 | | | | | | | | |

As part of a regular cash dividend program, on January 31, 2012, our Board of Directors declared a quarterly cash dividend of $0.25 per common share to be paid on March 30, 2012, to shareholders of record on March 20, 2012.

Our Board of Directors will continue to periodically assess the level and appropriateness of any cash dividends.

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

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

| May 5, 2011 | | May 16, 2011 | | | 13,125 | | | | 6,094 | | | | 19,219 | |

| August 4, 2011 | | August 15, 2011 | | | 13,125 | | | | 6,015 | | | | 19,140 | |

| November 4, 2011 | | November 15, 2011 | | | 13,125 | | | | 4,215 | | | | 17,340 | |

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

| | | | | | | | | | | | | $ | 75,297 | |

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

As further described in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 10 — Equity — Preferred Stock and Warrants — Redemption of Preferred Stock,” we redeemed all of the preferred shares outstanding on November 15, 2011.

| | | 12/31/06 | | | | 12/31/07 | | | | 12/31/08 | | | | 12/31/09 | | | | 12/31/10 | | | | 12/31/11 | | |

| Las Vegas Sands Corp. | | $ | 100.00 | | | $ | 115.17 | | | $ | 6.63 | | | $ | 16.70 | | | $ | 51.35 | | | $ | 47.75 | |

| S&P 500 | | $ | 100.00 | | | $ | 105.49 | | | $ | 66.46 | | | $ | 84.05 | | | $ | 96.71 | | | $ | 98.75 | |

| Dow Jones US Gambling Index | | $ | 100.00 | | | $ | 114.80 | | | $ | 30.87 | | | $ | 48.08 | | | $ | 83.23 | | | $ | 77.37 | |

##### [Table of Contents](#C24987tocpage)

| 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 | |

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 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.

| | | 12/31/05 | | | | 12/31/06 | | | | 12/31/07 | | | | 12/31/08 | | | | 12/31/09 | | | | 12/31/10 | | |

| Las Vegas Sands Corp. | | $ | 100.00 | | | $ | 226.70 | | | $ | 261.08 | | | $ | 15.02 | | | $ | 37.85 | | | $ | 116.42 | |

| S&P 500 | | $ | 100.00 | | | $ | 115.80 | | | $ | 122.16 | | | $ | 76.96 | | | $ | 97.33 | | | $ | 111.99 | |

| Dow Jones US Gambling Index | | $ | 100.00 | | | $ | 145.71 | | | $ | 167.28 | | | $ | 44.99 | | | $ | 70.06 | | | $ | 121.28 | |

| | | |

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

| | | [removed: 2010(1)] [added: 2011(1)] | | | | [removed: 2009(2)(3)] [added: 2010(2)] | | | | [removed: 2008(4)] [added: 2009(3)(4)] | | | | [removed: 2007(5)] [added: 2008(5)] | | | | [removed: 2006] [added: 2007(6)] | | |

| Gross revenues | | $ | [removed: 7,317,937] [added: 9,862,334] | | | $ | [removed: 4,929,444] [added: 7,317,937] | | | $ | [removed: 4,735,126] [added: 4,929,444] | | | $ | [removed: 3,104,422] [added: 4,735,126] | | | $ | [removed: 2,340,178] [added: 3,104,422] | |

| Less — promotional allowances | | | [removed: (464,755] [added: (451,589] | ) | | | [removed: (366,339] [added: (464,755] | ) | | | [removed: (345,180] [added: (366,339] | ) | | | [removed: (153,855] [added: (345,180] | ) | | | [removed: (103,319] [added: (153,855] | ) |

| Net revenues | | | [removed: 6,853,182] [added: 9,410,745] | | | | [removed: 4,563,105] [added: 6,853,182] | | | | [removed: 4,389,946] [added: 4,563,105] | | | | [removed: 2,950,567] [added: 4,389,946] | | | | [removed: 2,236,859] [added: 2,950,567] | |

| Operating expenses | | | [removed: 5,672,596] [added: 7,020,858] | | | | [removed: 4,591,845] [added: 5,672,596] | | | | [removed: 4,226,283] [added: 4,591,845] | | | | [removed: 2,620,557] [added: 4,226,283] | | | | [removed: 1,662,762] [added: 2,620,557] | |

| Operating income (loss) | | | [added: 2,389,887 | | | |] 1,180,586 | | | | (28,740 | ) | | | 163,663 | | | | 330,010 | | [removed: | | 574,097 | |]

| Interest expense, net | | | [removed: (297,866] [added: (268,555] | ) | | | [removed: (310,748] [added: (297,866] | ) | | | [removed: (402,039] [added: (310,748] | ) | | | [removed: (172,344] [added: (402,039] | ) | | | [removed: (69,662] [added: (172,344] | ) |

| Other income (expense) | | | [removed: (8,260] [added: (3,955] | ) | | | [removed: (9,891] [added: (8,260] | ) | | | [removed: 19,492] [added: (9,891] | [added: )] | | | [removed: (8,682] [added: 19,492] | [removed: )] | | | [removed: (189] [added: (8,682] | ) |

| Loss on modification or early retirement of debt | | | [removed: (18,555] [added: (22,554] | ) | | | [removed: (23,248] [added: (18,555] | ) | | | [removed: (9,141] [added: (23,248] | ) | | | [removed: (10,705] [added: (9,141] | ) | | | [removed: —] [added: (10,705] | [added: )] |

| Income (loss) before income taxes | | | [added: 2,094,823 | | | |] 855,905 | | | | (372,627 | ) | | | (228,025 | ) | | | 138,279 | | [removed: | | 504,246 | |]

| Income tax benefit (expense) | | | [removed: (74,302] [added: (211,704] | ) | | | [removed: 3,884] [added: (74,302] | [added: )] | | | [removed: 59,700] [added: 3,884] | | | | [removed: (21,591] [added: 59,700] | [removed: )] | | | [removed: (62,243] [added: (21,591] | ) |

| Net income (loss) | | | [added: 1,883,119 | | | |] 781,603 | | | | (368,743 | ) | | | (168,325 | ) | | | 116,688 | | [removed: | | 442,003 | |]

| Net (income) loss attributable to noncontrolling interests | | | [removed: (182,209] [added: (322,996] | ) | | | [removed: 14,264] [added: (182,209] | [added: )] | | | [removed: 4,767] [added: 14,264] | | | | [removed: —] [added: 4,767] | | | | — | |

| Net income (loss) attributable to Las Vegas Sands Corp. | | | [added: 1,560,123 | | | |] 599,394 | | | | (354,479 | ) | | | (163,558 | ) | | | 116,688 | | [removed: | | 442,003 | |]

| Preferred stock dividends | | | [removed: (92,807] [added: (63,924] | ) | | | [removed: (93,026] [added: (92,807] | ) | | | [removed: (13,638] [added: (93,026] | ) | | | [removed: —] [added: (13,638] | [added: )] | | | — | |

| Accretion to redemption value of preferred stock issued to Principal Stockholder’s family | | | [removed: (92,545] [added: (80,975] | ) | | | (92,545 | ) | | | [removed: (11,568] [added: (92,545] | ) | | | [removed: —] [added: (11,568] | [added: )] | | | — | |

| Net income (loss) attributable to common stockholders | | $ | [removed: 407,463] [added: 1,269,508] | | | $ | [removed: (540,050] [added: 407,463] | [removed: )] | | $ | [removed: (188,764] [added: (540,050] | ) | | $ | [removed: 116,688] [added: (188,764] | [added: )] | | $ | [removed: 442,003] [added: 116,688] | |

| Basic earnings (loss) per share | | $ | [removed: 0.61] [added: 1.74] | | | $ | [removed: (0.82] [added: 0.61] | [removed: )] | | $ | [removed: (0.48] [added: (0.82] | ) | | $ | [removed: 0.33] [added: (0.48] | [added: )] | | $ | [removed: 1.25] [added: 0.33] | |

| Diluted earnings (loss) per share | | $ | [removed: 0.51] [added: 1.56] | | | $ | [removed: (0.82] [added: 0.51] | [removed: )] | | $ | [removed: (0.48] [added: (0.82] | ) | | $ | [removed: 0.33] [added: (0.48] | [added: )] | | $ | [removed: 1.24] [added: 0.33] | |

| Capital expenditures | | $ | [removed: 2,023,981] [added: 1,508,493] | | | $ | [removed: 2,092,896] [added: 2,023,981] | | | $ | [removed: 3,789,008] [added: 2,092,896] | | | $ | [removed: 3,793,703] [added: 3,789,008] | | | $ | [removed: 1,925,291] [added: 3,793,703] | |

| | | [removed: 2010] [added: 2011(1)] | | | | [removed: 2009(6)] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008] | | | | [removed: 2006] [added: 2007] | | |

| Total assets | | $ | [removed: 21,044,308] [added: 22,244,123] | | | $ | [removed: 20,572,106] [added: 21,044,308] | | | $ | [removed: 17,144,113] [added: 20,572,106] | | | $ | [removed: 11,466,517] [added: 17,144,113] | | | $ | [removed: 7,126,458] [added: 11,466,517] | |

| Long-term debt | | $ | [removed: 9,373,755] [added: 9,577,131] | | | $ | [removed: 10,852,147] [added: 9,373,755] | | | $ | [removed: 10,356,115] [added: 10,852,147] | | | $ | [removed: 7,517,997] [added: 10,356,115] | | | $ | [removed: 4,136,152] [added: 7,517,997] | |

| Preferred stock issued to Principal Stockholder’s family | | $ | [removed: 503,379] [added: —] | | | $ | [removed: 410,834] [added: 503,379] | | | $ | [removed: 318,289] [added: 410,834] | | | $ | [removed: —] [added: 318,289] | | | $ | — | |

| Total Las Vegas Sands Corp. stockholders’ equity | | $ | [removed: 6,662,991] [added: 7,850,689] | | | $ | [removed: 5,850,699] [added: 6,662,991] | | | $ | [removed: 4,422,108] [added: 5,850,699] | | | $ | [removed: 2,260,274] [added: 4,422,108] | | | $ | [removed: 2,075,154] [added: 2,260,274] | |

| [removed: (1)] [added: (2)] | | Marina Bay Sands partially opened on April 27, 2010. |

| [removed: (2)] [added: (3)] | | Sands Bethlehem [added: partially] opened on May 22, 2009. |

| [removed: (3)] [added: (4)] | | During the year ended December 31, 2009, we recorded an impairment loss of $169.5 million, a legal settlement expense of $42.5 million and a valuation allowance against our U.S. deferred tax assets of $96.9 million. |

| [removed: (4)] [added: (5)] | | Four Seasons Macao opened on August 28, 2008. |

| [removed: (5)] [added: (6)] | | The Venetian Macao opened on August 28, 2007, and The Palazzo partially opened on December 30, 2007. |

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

| Preferred stock inducement, repurchase and redemption premiums | | | (145,716 | ) | | | (6,579 | ) | | | — | | | | — | | | | — | |

| (1) | | During the year ended December 31, 2011, we repurchased, redeemed or induced holders to redeem all outstanding preferred stock, which resulted in a charge to retained earnings of $145.7 million and is also included in the calculation of net income attributable to common stockholders. |

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

| | | |

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

| (6) | | During 2010, we revised our December 31, 2009, consolidated balance sheet to appropriately reflect the impact of the issuance of SCL shares upon its initial public offering. This revision resulted in a $655.7 million increase in the noncontrolling interests balance with a corresponding reduction to capital in excess of par value. The revision, which we determined is not material, had no impact on total equity, results of operations or cash flows. |

| | | |

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

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: 2010,] [added: 2011,] and have concluded that they are effective at the reasonable assurance level.

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2010.][added: 2011.]

Based on this assessment, management concluded that, as of December 31, [removed: 2010,] [added: 2011,] 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: 2010,] [added: 2011,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

| | | |

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

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

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

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2011] [added: 2012] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April [removed: 29, 2011] [added: 27, 2012] (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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| --- | --- | --- |

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

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

##### [Table of [removed: Contents](#C08516tocpage)][added: Contents](#C24987tocpage)]

| | [removed: 10.9] [added: 10.10] | | | Credit Agreement, dated as of May 17, 2010, by and among Venetian Orient Limited, the financial institutions listed as Lenders on the signature pages thereto, The Bank of Nova Scotia, as Administrative Agent, Goldman Sachs Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank, N.A., Citigroup Financial Services Limited and Citibank, N.A., Hong Kong Branch, UBS AG Hong Kong Branch, Barclays Capital, The Investment Banking Division of Barclays PLC, Bank of China Limited, Macau Branch (“BOC”), and Industrial and Commercial Bank of China (Macau) Limited (“ICBC”), as Global Coordinators and Bookrunners, and, with the exception of BOC and ICBC, as co-syndication agents for the enders, and Banco Nacional Ultramarino, S.A., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited, as Mandated Lead Arrangers and Bookrunners (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010). |

| | [removed: 10.10] [added: 10.11] | | | Sponsor Agreement, dated as of May 17, 2010, by and between Sands China Ltd., The Bank of Nova Scotia, as administrative agent, and Bank of China Limited, Macau Branch, as the collateral agent (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010). |

| | [removed: 10.11] [added: 10.12] | | | Guaranty, dated as of May 17, 2010, is made by Sands China Ltd., and each Subsidiary of Sands [removed: Ch ina] [added: China] Ltd. [removed: required] [added: Required] from time to time to become party hereto pursuant to the Credit Agreement, in favor of and for the benefit of The Bank of Nova Scotia, as administrative agent (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and filed on August 9, 2010). |

| | [removed: 10.12] [added: 10.13] | | | Credit Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Macau Limited, the financial institutions listed therein as lenders, The Bank of Nova Scotia, Banco Nacional Ultramarino, S.A., Sumitomo Mitsui Banking Corporation, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006). |

| | [removed: 10.13] [added: 10.14] | | | Disbursement Agreement, dated as of May 25, 2006, by and among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau Limited and The Bank of Nova Scotia (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and filed on August 9, 2006). |

| | [removed: 10.14] [added: 10.15] | | | 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). |

| | [removed: 10.15] [added: 10.16] | | | 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). |

| | [removed: 10.16] [added: 10.17] | | | 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). |

| | [removed: 10.17] [added: 10.18] | | | Facility Agreement, dated as of December 28, 2007, among Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs Foreign Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited, Oversea-Chinese Banking Corporation Limited, as coordinators, and DBS Bank Ltd., as technical bank, agent and security trustee (incorporated by reference from Exhibit 10.59 to the Company’s Annual Report on Form 10-K for year ended December 31, 2007 and filed on February 29, 2008). |

| | [removed: 10.18] [added: 10.19] | | | Sponsor Support Agreement, dated as of December 28, 2007, among Las Vegas Sands Corp., as sponsor, Sands Mauritius Holdings and MBS Holdings Pte. Ltd., as holding company, Marina Bay Sands Pte. Ltd., as borrower and DBS Bank Ltd., as security trustee (incorporated by reference from Exhibit 10.60 to the Company’s Annual Report on Form 10-K for year ended December 31, 2007 and filed on February 29, 2008). |

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

| | [removed: 10.20] [added: 10.21] | | | 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: 10.21] [added: 10.22] | | | 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: 10.22] [added: 10.23] | | | 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: 10.23] [added: 10.24] | | | 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: 10.24] [added: 10.25] | † | | 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: 10.25] [added: 10.26] | | | 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). |

| | [removed: 10.26] [added: 10.27] | | | Amendment, published on April 22, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and filed on May 9, 2008). |