Las Vegas Sands (LVS) 10-K risk factor changes: FY2012 vs FY2011

You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report on Form 10-K in connection with evaluating the Company.

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

Certain statements in “Risk Factors” are forward-looking statements.

See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

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

Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities.

Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such 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 and corporate demand for the luxury amenities and leisure activities we offer, thus imposing additional limits on pricing and harming our operations.

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

_The terms of our debt instruments 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._

Our current debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to:

| | • | | incur additional debt, including providing guarantees or credit support; |

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

| | | | |

| | • | | incur liens securing indebtedness or other obligations; |

| | | | |

| | • | | dispose of assets; |

| | | | |

| | • | | make certain acquisitions; |

| | | | |

| | • | | pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; |

| | | | |

| | • | | enter into sale and leaseback transactions; |

| | | | |

| | • | | engage in any new businesses; |

| | | | |

| | • | | issue preferred stock; and |

| | | | |

| | • | | enter into transactions with our stockholders and our affiliates. |

In addition, our Macao, Singapore and U.S. credit agreements contain various financial covenants.

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

We also have substantial debt and significant debt service obligations.

As of December 31, 2011, we had $9.58 billion of long-term debt outstanding.

This substantial indebtedness could have important consequences to us.

For example, it could:

| | • | | make it more difficult for us to satisfy our debt obligations; |

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

| | | | |

| | • | | increase our vulnerability to general adverse economic and industry conditions; |

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

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

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

Operations

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

Our Macao operating segments consist of The Venetian Macao, Sands Macao, Four Seasons Macao, Sands Cotai Central, when opened, and other ancillary operations that support these properties.

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

Approximately 94.4% and 94.2% of the gross revenue at the Sands Macao for the years ended December 31, 2011 and 2010, respectively, was derived from gaming activities, with the remainder primarily derived from food and beverage.

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

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

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

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

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

Approximately 69.3% and 63.8% of the gross revenue at our Las Vegas Operating Properties for the years ended December 31, 2011 and 2010, respectively, was derived from room, food and beverage and other non-gaming sources, and 30.7% and 36.2%, respectively, was derived from gaming activities.

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

Approximately 89.8% and 92.1% of the gross revenue at Sands Bethlehem for the years ended December 31, 2011 and 2010, respectively, was derived from gaming activities, with the remainder derived from food and beverage and other non-gaming sources.

Summary Financial Results

The following table summarizes our results of operations:

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

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

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

| | | | | | | Percent | | | | | | | | Percent | | | | | | |

| | | 2011 | | | | Change | | | | 2010 | | | | Change | | | | 2009 | | |

| | | (Dollars in thousands) | | | | | | | | | | | | | | | | | | |

| Net revenues | | $ | 9,410,745 | | | | 37.3 | % | | $ | 6,853,182 | | | | 50.2 | % | | $ | 4,563,105 | |

| Operating expenses | | | 7,020,858 | | | | 23.8 | % | | | 5,672,596 | | | | 23.5 | % | | | 4,591,845 | |

| Operating income (loss) | | | 2,389,887 | | | | 102.4 | % | | | 1,180,586 | | | | 4,207.8 | % | | | (28,740 | ) |

| Income (loss) before income taxes | | | 2,094,823 | | | | 144.7 | % | | | 855,905 | | | | 329.7 | % | | | (372,627 | ) |

| Net income (loss) | | | 1,883,119 | | | | 140.9 | % | | | 781,603 | | | | 312.0 | % | | | (368,743 | ) |

| Net income (loss) attributable to Las Vegas Sands Corp. | | | 1,560,123 | | | | 160.3 | % | | | 599,394 | | | | 269.1 | % | | | (354,479 | ) |

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

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

| | | Percent of Net Revenues | | | | | | | | | | |

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

| | | 2011 | | | | 2010 | | | | 2009 | | |

| Operating expenses | | | 74.6 | % | | | 82.8 | % | | | 100.6 | % |

| Operating income (loss) | | | 25.4 | % | | | 17.2 | % | | | (0.6 | )% |

| Income (loss) before income taxes | | | 22.3 | % | | | 12.5 | % | | | (8.2 | )% |

| Net income (loss) | | | 20.0 | % | | | 11.4 | % | | | (8.1 | )% |

| Net income (loss) attributable to Las Vegas Sands Corp. | | | 16.6 | % | | | 8.7 | % | | | (7.8 | )% |

Our Company

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.

Our convention, trade show and meeting facilities combined with the on-site amenities offered at our Macao, Singapore and Las Vegas integrated resort properties provide flexible and expansive space for trade shows, conventions and other meetings.

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.

LVSC was incorporated as a Nevada corporation in August 2004.

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.

Our website address is _www.lasvegassands.com._ The information on our website is not part of this Annual Report on Form 10-K.

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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 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.

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

This Annual Report on Form 10-K contains certain forward-looking statements.

See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Special Note Regarding Forward-Looking Statements.”

Our principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States.

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

In Macao, our operating segments are: The Venetian Macao; Four Seasons Macao; Sands Macao; and Other Asia (comprised primarily of our ferry operations and various other operations that are ancillary to our properties in Macao).

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.

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

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.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 18 — Segment Information.”

Asia Operations

_Macao_

In addition to the matters described 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.

Management has made certain estimates for potential litigation costs based upon consultation with legal counsel.

Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

10-K 1 d448401d10k.htm 10-K

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

| --- | --- |

For the fiscal year ended December 31, 2012

or

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

| --- | --- |

For the transition period from to

Commission file number 001-32373

LAS VEGAS SANDS CORP.

(Exact name of registrant as specified in its charter)

| | | |

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

| Nevada | | 27-0099920 |

| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |

| | | |

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

| 3355 Las Vegas Boulevard South Las Vegas, Nevada | | 89109 |

| (Address of principal executive offices) | | (Zip Code) |

Registrant’s telephone number, including area code:

(702) 414-1000

Securities registered pursuant to Section 12(b) of the Act:

| | | |

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

| Title of Each Class | | Name of Each Exchange on Which Registered |

| Common Stock ($0.001 par value) | | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

10-K 1 c24987e10vk.htm FORM 10-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

| | | |

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

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

For the fiscal year ended December 31, 2011

or

| | | |

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

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

For the transition period from to

Commission file number 001-32373

LAS VEGAS SANDS CORP.

_(Exact name of registrant as specified in its charter)_

| | | |

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

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

| | | |

| 3355 Las Vegas Boulevard South Las Vegas, Nevada _(Address of principal executive offices)_ | | 89109 _(Zip Code)_ |

Registrant’s telephone number, including area code:

(702) 414-1000

Securities registered pursuant to Section 12(b) of the Act:

| | | |

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

| Title of Each Class | | Name of Each Exchange on Which Registered |

| | | |

| Common Stock ($0.001 par value) | | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

None.

We have received concessions from the 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 1), Four Seasons Macao (parcel 2) and Sands Cotai Central (parcels 5 and 6) are located.

We do not own these land sites in 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 Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concession, which may be revised every five years by the Macao government.

In October 2008, the 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.

In consideration for the amendment, we paid an additional land premium of approximately $17.8 million and will pay adjusted annual rent over the remaining term of the concession, which increased slightly due to the revised allocation of parcel use.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 6 — Leasehold Interests in Land, Net” for more information on our payment obligation under these land concessions.

In December 2010, we received notice from the 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 Macao for an executive review of the decision.

In January 2011, we filed a judicial appeal with the Court of Second Instance in Macao, which has yet to issue a decision.

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

Under our land concession for parcel 3, we were initially required to complete the corresponding development by August 2011.

The 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 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).

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.

If we are unable to meet the applicable deadline for Sands Cotai Central and the deadlines for either development are not extended, we could lose our land concessions for parcel 3 or 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 $96.0 million and $3.06 billion in capitalized construction costs, as of December 31, 2011, related to our development on parcels 3 or Sands Cotai Central, respectively.

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Under the Development Agreement with the STB to build and operate the Marina Bay Sands in Singapore, we paid SGD 1.2 billion (approximately $923.2 million at exchange rates in effect on December 31, 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 $81.2 million at exchange rates in effect on December 31, 2011) for various taxes and other fees.

We own an approximately 63-acre parcel of land on which our Las Vegas Operating Properties are located and an approximately 19-acre parcel of land located to the east of the 63-acre parcel.

We own these parcels of land in fee simple, subject to certain easements, encroachments and other non-monetary encumbrances.

LVSLLC’s senior secured credit facility and LVSC’s senior notes are, subject to certain exceptions, collateralized by a first priority security interest (subject to permitted liens) in substantially all of LVSLLC’s property.

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

In September 2008, our joint venture partner, Bethworks Now, 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.

In March 2004, we entered into a long-term lease with a third party for the airspace over which a portion of The Shoppes at The Palazzo was constructed (the “Leased Airspace”).

We acquired fee title from the same third party to the airspace above the Leased Airspace (the “Acquired Airspace”) in order to build the Las Vegas Condo Tower in January 2008.

In February 2008, in connection with the sale of The Shoppes at The Palazzo, GGP acquired control of the Leased Airspace.

We continue to retain fee title to the Acquired Airspace in order to resume building the Las Vegas Condo Tower when market conditions improve.

Not applicable.

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PART II

Market Information

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

| | | | | | | | | |

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

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

| 2010 | | | | | | | | |

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

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

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

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

| 2011 | | | | | | | | |

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

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

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

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

| 2012 | | | | | | | | |

| First Quarter (through February 21, 2012) | | $ | 54.00 | | | $ | 41.77 | |

As of February 21, 2012, there were 734,061,465 shares of our common stock issued and outstanding that were held by 456 stockholders of record.

Dividends

Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law.

In addition, we are a parent company with limited business operations of our own.

Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.

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

This may restrict our ability to pay cash dividends other than from cash on hand.

See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Restrictions on Distributions” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 9 — Long-Term Debt.”

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.

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

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

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

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

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

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

| Declaration Date | | Payment Date | | Stockholder’s Family | | | | Public Holders | | | | Dividends Paid | | |

| February 5, 2009 | | February 17, 2009 | | $ | 13,125 | | | $ | 11,347 | | | $ | 24,472 | |

| April 30, 2009 | | May 15, 2009 | | | 13,125 | | | | 10,400 | | | | 23,525 | |

| July 31, 2009 | | August 17, 2009 | | | 13,125 | | | | 10,225 | | | | 23,350 | |

| October 30, 2009 | | November 16, 2009 | | | 13,125 | | | | 10,225 | | | | 23,350 | |

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

| | | | | | | | | | | | | $ | 94,697 | |

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

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

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

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

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

| | | 2011(1) | | | | 2010(2) | | | | 2009(3)(4) | | | | 2008(5) | | | | 2007(6) | | |

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

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

| Gross revenues | | $ | 9,862,334 | | | $ | 7,317,937 | | | $ | 4,929,444 | | | $ | 4,735,126 | | | $ | 3,104,422 | |

| Less — promotional allowances | | | (451,589 | ) | | | (464,755 | ) | | | (366,339 | ) | | | (345,180 | ) | | | (153,855 | ) |

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

| Net revenues | | | 9,410,745 | | | | 6,853,182 | | | | 4,563,105 | | | | 4,389,946 | | | | 2,950,567 | |

| Operating expenses | | | 7,020,858 | | | | 5,672,596 | | | | 4,591,845 | | | | 4,226,283 | | | | 2,620,557 | |

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

| Operating income (loss) | | | 2,389,887 | | | | 1,180,586 | | | | (28,740 | ) | | | 163,663 | | | | 330,010 | |

| Interest expense, net | | | (268,555 | ) | | | (297,866 | ) | | | (310,748 | ) | | | (402,039 | ) | | | (172,344 | ) |

| Other income (expense) | | | (3,955 | ) | | | (8,260 | ) | | | (9,891 | ) | | | 19,492 | | | | (8,682 | ) |

| Loss on modification or early retirement of debt | | | (22,554 | ) | | | (18,555 | ) | | | (23,248 | ) | | | (9,141 | ) | | | (10,705 | ) |

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

| Income (loss) before income taxes | | | 2,094,823 | | | | 855,905 | | | | (372,627 | ) | | | (228,025 | ) | | | 138,279 | |

| Income tax benefit (expense) | | | (211,704 | ) | | | (74,302 | ) | | | 3,884 | | | | 59,700 | | | | (21,591 | ) |

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

| Net income (loss) | | | 1,883,119 | | | | 781,603 | | | | (368,743 | ) | | | (168,325 | ) | | | 116,688 | |

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

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

| Net income (loss) attributable to Las Vegas Sands Corp. | | | 1,560,123 | | | | 599,394 | | | | (354,479 | ) | | | (163,558 | ) | | | 116,688 | |

| Preferred stock dividends | | | (63,924 | ) | | | (92,807 | ) | | | (93,026 | ) | | | (13,638 | ) | | | — | |

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

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

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

| Net income (loss) attributable to common stockholders | | $ | 1,269,508 | | | $ | 407,463 | | | $ | (540,050 | ) | | $ | (188,764 | ) | | $ | 116,688 | |

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

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

| Basic earnings (loss) per share | | $ | 1.74 | | | $ | 0.61 | | | $ | (0.82 | ) | | $ | (0.48 | ) | | $ | 0.33 | |

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

| Diluted earnings (loss) per share | | $ | 1.56 | | | $ | 0.51 | | | $ | (0.82 | ) | | $ | (0.48 | ) | | $ | 0.33 | |

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

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

| Capital expenditures | | $ | 1,508,493 | | | $ | 2,023,981 | | | $ | 2,092,896 | | | $ | 3,789,008 | | | $ | 3,793,703 | |

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

Not applicable.

Evaluation of Disclosure Controls and Procedures

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

The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of December 31, 2011, and have concluded that they are effective at the reasonable assurance level.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that the Company’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011.

In making this assessment, the Company’s management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework.”

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

None.

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PART III

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our 2012 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April 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.”

We have adopted a Code of Business Conduct and Ethics which is posted on our website at _www.lasvegassands.com_, along with any amendments or waivers to the Code.

Copies of the Code of Business Conduct and Ethics are available without charge by sending a written request to Investor Relations at the following address: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Executive Compensation and Other Information,” “Director Compensation,” “Information Regarding the Board of Directors and Its Committees” and “Compensation Committee Report” (which report is deemed to be furnished and is not deemed to be filed in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934).

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Equity Compensation Plan Information” and “Principal Stockholders.”

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions “Board of Directors,” “Information Regarding the Board of Directors and its Committees” and “Certain Transactions.”

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, under the caption “Fees paid to Independent Registered Public Accounting Firm.”

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PART IV

(a) _Documents filed as part of the Annual Report on_ _Form 10-K__._

(1) List of Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Equity and Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) List of Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

(3) List of Exhibits

| | | | | |

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

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

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

| | | | | |

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

| | | | | |

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

| | | | | |

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

| | | | | |

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

| | | | | |

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

| | | | | |

| | 4.2 | | | Indenture, dated as of February 10, 2005, by and between Las Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee (the “6.375% Notes Indenture) (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 15, 2005). |

| | | | | |

| | 4.3 | | | Supplemental Indenture to the 6.375% Notes Indenture, dated as of February 22, 2005, by and among Las Vegas Sands, Inc. (n/k/a Las Vegas Sands, LLC), Venetian Casino Resort, LLC, Mall Intermediate Holding Company, LLC, Lido Intermediate Holding Company, LLC, Lido Casino Resort, LLC, (which was merged into Venetian Casino Resort, LLC in March 2007), Venetian Venture Development, LLC, Venetian Operating Company, LLC (which was merged into Venetian Casino Resort, LLC in March 2006), Venetian Marketing, Inc. and Venetian Transport, LLC, as guarantors, Las Vegas Sands Corp., as issuer and U.S. Bank National Association, as trustee) (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 23, 2005). |

| | | | | |

| | 4.4 | | | Second Supplemental Indenture to the 6.375% Notes Indenture, dated as of May 23, 2007, by and among Interface Group Nevada, Inc., Lido Casino Resort Holding Company, LLC, Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, LLC, as guaranteeing subsidiaries, the guarantors party to the first supplemental indenture, Las Vegas Sands Corp., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007). |

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| | | | | |

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

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

| | 10.1 | | | Warrant Agreement, dated as of November 14, 2008, between Las Vegas Sands Corp. and U.S. Bank National Association, as warrant agent (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 14, 2008). |

| | | | | |

| | 10.2 | | | Amendment and Restatement Agreement dated as of August 17, 2010, to the Credit and Guaranty Agreement dated as of May 23, 2007, as amended, among Las Vegas Sands, LLC, the Guarantors party thereto, the Lenders party thereto and The Bank of Nova Scotia (including as Exhibit A thereto the Amended and Restated Credit and Guaranty Agreement dated as of August 18, 2010 among Las Vegas Sands, LLC, the Guarantors party thereto, the lenders party thereto, Goldman Sachs Credit Partners L.P, Citigroup Global Markets Inc., The Bank of Nova Scotia and Credit Suisse AG, Cayman Islands Branch, Barclays Capital Inc. and JPMorgan Chase Bank, N.A.) (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and filed on November 9, 2010). |

| | | | | |

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