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Form 10-Q LAS VEGAS SANDS CORP For: Mar 31

May 7, 2015 7:33 AM EDT

UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________ 
Form 10-Q
____________________________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
¨
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 registration as specified in its charter)
____________________________________________________ 
Nevada
 
27-0099920
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3355 Las Vegas Boulevard South
 
 
Las Vegas, Nevada
 
89109
(Address of principal executive offices)
 
(Zip Code)
(702) 414-1000
(Registrant’s telephone number, including area code)
 ____________________________________________________
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  ý    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).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Class
  
Outstanding at May 4, 2015
Common Stock ($0.001 par value)
  
798,636,267 shares



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.

2


PART 1 FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
March 31, 2015
 
December 31, 2014
 
(In thousands, except share
and per share data)
(Unaudited)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
2,406,465

 
$
3,506,319

Restricted cash and cash equivalents
6,901

 
6,566

Accounts receivable, net
1,408,381

 
1,510,772

Inventories
42,088

 
41,674

Prepaid expenses and other
122,949

 
125,168

Total current assets
3,986,784

 
5,190,499

Property and equipment, net
15,313,332

 
15,372,474

Deferred financing costs, net
192,411

 
205,596

Deferred income taxes, net
38,285

 
31,720

Leasehold interests in land, net
1,311,454

 
1,353,090

Intangible assets, net
82,094

 
86,260

Other assets, net
121,722

 
122,052

Total assets
$
21,046,082

 
$
22,361,691

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Accounts payable
$
93,728

 
$
112,721

Construction payables
251,430

 
270,929

Accrued interest payable
8,376

 
7,943

Other accrued liabilities
1,703,514

 
1,984,444

Deferred income taxes
13,609

 
12,522

Income taxes payable
268,085

 
224,201

Current maturities of long-term debt
97,165

 
99,734

Total current liabilities
2,435,907

 
2,712,494

Other long-term liabilities
124,677

 
124,614

Deferred income taxes
179,778

 
188,935

Deferred proceeds from sale of The Shoppes at The Palazzo
268,641

 
268,710

Deferred gain on sale of The Grand Canal Shoppes
37,258

 
37,968

Deferred rent from mall sale transactions
115,105

 
115,475

Long-term debt
9,143,833

 
9,892,913

Total liabilities
12,305,199

 
13,341,109

Commitments and contingencies (Note 9)

 

Equity:
 
 
 
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 829,658,423 and 829,280,328 shares issued, 798,636,267 and 798,258,172 shares outstanding
830

 
829

Treasury stock, at cost, 31,022,156 shares
(2,237,952
)
 
(2,237,952
)
Capital in excess of par value
6,449,253

 
6,428,762

Accumulated other comprehensive income (loss)
(6,696
)
 
76,101

Retained earnings
2,938,628

 
2,945,846

Total Las Vegas Sands Corp. stockholders’ equity
7,144,063

 
7,213,586

Noncontrolling interests
1,596,820

 
1,806,996

Total equity
8,740,883

 
9,020,582

Total liabilities and equity
$
21,046,082

 
$
22,361,691

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

3


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(In thousands, except share and per share data)
(Unaudited)
Revenues:
 
 
 
Casino
$
2,376,688

 
$
3,372,065

Rooms
371,413

 
400,222

Food and beverage
189,411

 
202,787

Mall
127,814

 
109,031

Convention, retail and other
134,137

 
137,376

 
3,199,463

 
4,221,481

Less — promotional allowances
(187,841
)
 
(211,097
)
Net revenues
3,011,622

 
4,010,384

Operating expenses:
 
 
 
Casino
1,334,829

 
1,867,612

Rooms
65,791

 
64,263

Food and beverage
99,247

 
100,169

Mall
15,137

 
17,363

Convention, retail and other
68,257

 
90,468

Provision for doubtful accounts
57,350

 
61,918

General and administrative
324,478

 
336,499

Corporate
45,223

 
50,677

Pre-opening
9,579

 
4,300

Development
1,533

 
1,692

Depreciation and amortization
253,922

 
261,047

Amortization of leasehold interests in land
9,838

 
10,026

Loss on disposal of assets
15,323

 
525

 
2,300,507

 
2,866,559

Operating income
711,115

 
1,143,825

Other income (expense):
 
 
 
Interest income
6,378

 
5,803

Interest expense, net of amounts capitalized
(66,255
)
 
(71,126
)
Other income (expense)
15,465

 
(4,657
)
Loss on modification or early retirement of debt

 
(17,964
)
Income before income taxes
666,703

 
1,055,881

Income tax expense
(55,665
)
 
(59,153
)
Net income
611,038

 
996,728

Net income attributable to noncontrolling interests
(99,115
)
 
(220,543
)
Net income attributable to Las Vegas Sands Corp.
$
511,923

 
$
776,185

Earnings per share:
 
 
 
Basic
$
0.64

 
$
0.95

Diluted
$
0.64

 
$
0.95

Weighted average shares outstanding:
 
 
 
Basic
797,935,314

 
814,766,709

Diluted
798,877,040

 
817,537,615

Dividends declared per common share
$
0.65

 
$
0.50

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

4


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(In thousands)
(Unaudited)
Net income
$
611,038

 
$
996,728

Currency translation adjustment, before and after tax
(82,299
)
 
10,223

Total comprehensive income
528,739

 
1,006,951

Comprehensive income attributable to noncontrolling interests
(99,613
)
 
(219,918
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
429,126

 
$
787,033

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


5


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY 
 
Las Vegas Sands Corp. Stockholders’ Equity
 
 
 
 
 
Common
Stock
 
Treasury
Stock
 
Capital in
Excess of
Par Value
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
 
Noncontrolling
Interests
 
Total
 
(In thousands)
(Unaudited)
Balance at January 1, 2014
$
827

 
$
(570,520
)
 
$
6,348,065

 
$
173,783

 
$
1,713,339

 
$
1,835,035

 
$
9,500,529

Net income

 

 

 

 
776,185

 
220,543

 
996,728

Currency translation adjustment

 

 

 
10,848

 

 
(625
)
 
10,223

Exercise of stock options
2

 

 
30,503

 

 

 
1,610

 
32,115

Tax benefit from stock-based compensation

 

 
4,112

 

 

 

 
4,112

Stock-based compensation

 

 
15,480

 

 

 
1,612

 
17,092

Repurchase of common stock

 
(810,009
)
 

 

 

 

 
(810,009
)
Dividends declared

 

 

 

 
(405,807
)
 
(509,391
)
 
(915,198
)
Distributions to noncontrolling interests

 

 

 

 

 
(2,579
)
 
(2,579
)
Balance at March 31, 2014
$
829

 
$
(1,380,529
)
 
$
6,398,160

 
$
184,631

 
$
2,083,717

 
$
1,546,205

 
$
8,833,013

Balance at January 1, 2015
$
829

 
$
(2,237,952
)
 
$
6,428,762

 
$
76,101

 
$
2,945,846

 
$
1,806,996

 
$
9,020,582

Net income

 

 

 

 
511,923

 
99,115

 
611,038

Currency translation adjustment

 

 

 
(82,797
)
 

 
498

 
(82,299
)
Exercise of stock options
1

 

 
5,024

 

 

 
1,113

 
6,138

Tax benefit from stock-based compensation

 

 
3,927

 

 

 

 
3,927

Stock-based compensation

 

 
11,540

 

 

 
833

 
12,373

Dividends declared

 

 

 

 
(519,141
)
 
(308,083
)
 
(827,224
)
Distributions to noncontrolling interests

 

 

 

 

 
(3,652
)
 
(3,652
)
Balance at March 31, 2015
$
830

 
$
(2,237,952
)
 
$
6,449,253

 
$
(6,696
)
 
$
2,938,628

 
$
1,596,820

 
$
8,740,883

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


6


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(In thousands)
(Unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
611,038

 
$
996,728

Adjustments to reconcile net income to net cash generated from operating activities:
 
 
 
Depreciation and amortization
253,922

 
261,047

Amortization of leasehold interests in land
9,838

 
10,026

Amortization of deferred financing costs and original issue discount
10,739

 
14,562

Amortization of deferred gain on and rent from mall sale transactions
(1,080
)
 
(1,236
)
Non-cash change in deferred proceeds from sale of The Shoppes at The Palazzo
141

 
245

Non-cash loss on modification or early retirement of debt

 
13,467

Loss on disposal of assets
15,323

 
525

Stock-based compensation expense
12,201

 
16,102

Provision for doubtful accounts
57,350

 
61,918

Foreign exchange (gain) loss
(12,366
)
 
951

Excess tax benefits from stock-based compensation
(4,335
)
 
(4,112
)
Deferred income taxes
(10,040
)
 
(9,248
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
20,321

 
(77,087
)
Inventories
(650
)
 
600

Prepaid expenses and other
272

 
(6,050
)
Leasehold interests in land
(1,065
)
 

Accounts payable
(18,156
)
 
12,373

Accrued interest payable
712

 
(5,097
)
Income taxes payable
58,509

 
60,774

Other accrued liabilities
(268,379
)
 
(213,861
)
Net cash generated from operating activities
734,295

 
1,132,627

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
(332
)
 
948

Capital expenditures
(367,336
)
 
(251,727
)
Proceeds from disposal of property and equipment
417

 
541

Net cash used in investing activities
(367,251
)
 
(250,238
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
6,138

 
32,115

Excess tax benefits from stock-based compensation
4,335

 
4,112

Repurchase of common stock

 
(734,363
)
Dividends paid
(826,960
)
 
(915,072
)
Distributions to noncontrolling interests
(3,652
)
 
(2,579
)
Proceeds from long-term debt (Note 3)

 
1,319,725

Repayments on long-term debt (Note 3)
(624,950
)
 
(828,063
)
Payments of deferred financing costs

 
(57,255
)
Net cash used in financing activities
(1,445,089
)
 
(1,181,380
)
Effect of exchange rate on cash
(21,809
)
 
1,979

Decrease in cash and cash equivalents
(1,099,854
)
 
(297,012
)
Cash and cash equivalents at beginning of period
3,506,319

 
3,600,414

Cash and cash equivalents at end of period
$
2,406,465

 
$
3,303,402



7


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(In thousands)
(Unaudited)
Supplemental disclosure of cash flow information:
 
 
 
Cash payments for interest, net of amounts capitalized
$
51,285

 
$
57,835

Cash payments for taxes, net of refunds
$
6,410

 
$
6,788

Change in construction payables
$
(19,499
)
 
$
(23,708
)
Non-cash investing and financing activities:
 
 
 
Capitalized stock-based compensation costs
$
172

 
$
990

Change in dividends payable on unvested restricted stock and stock units included in other accrued liabilities
$
264

 
$
126

Change in common stock repurchase payable included in other accrued liabilities
$

 
$
75,646


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

8


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — ORGANIZATION AND BUSINESS OF COMPANY
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2014, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”
The ordinary shares of the Company’s subsidiary, Sands China Ltd. (“SCL,” the indirect owner and operator of the majority of the Company’s operations in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China) are listed on The Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”). The shares were not, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent a registration under the Securities Act of 1933, as amended, or an applicable exception from such registration requirements.
Operations
Macao
The Company currently owns 70.1% of SCL, which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties, as further discussed below. The Company operates the gaming areas within these properties pursuant to a 20-year gaming subconcession agreement, which expires in June 2022.
The Company owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip, the Company’s master-planned development of integrated resort properties on an area of approximately 140 acres in Macao. The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 376,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 925,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.
The Company owns the Sands Cotai Central, an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). The Sands Cotai Central opened in phases, beginning in April 2012. The property currently features three hotel towers: the first hotel tower, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; the second hotel tower, consisting of approximately 1,800 rooms and suites under the Sheraton brand; and the third hotel tower, consisting of approximately 2,100 rooms and suites under the Sheraton brand. Within Sands Cotai Central, the Company also owns and currently operates approximately 370,000 square feet of gaming space, approximately 350,000 square feet of meeting space and approximately 330,000 square feet of retail space, as well as entertainment and dining facilities. The Company has begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $460 million. Upon completion of the project, the integrated resort will feature approximately 370,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to

9





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

open in mid-2015). As of March 31, 2015, the Company has capitalized costs of $4.58 billion for the entire project, including the land premium (net of amortization) and $67.6 million in outstanding construction payables.
 The Company owns the Four Seasons Hotel Macao, Cotai Strip (the “Four Seasons Hotel Macao”), which features 360 rooms and suites under the Four Seasons brand and is located adjacent and connected to The Venetian Macao. Connected to the Four Seasons Hotel Macao, the Company owns and operates the Plaza Casino (together with the Four Seasons Hotel Macao, the “Four Seasons Macao”), which features approximately 105,000 square feet of gaming space; 19 Paiza mansions; retail space of approximately 258,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. The Company has completed the structural work of the tower and is advancing its plans to monetize units within the Four Seasons Apartments.
The Company owns and operates the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao offers approximately 241,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.
Singapore
The Company owns and operates the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum.
United States
Las Vegas
The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP,” see “— Note 2 — Property and Equipment, Net”).
Pennsylvania
The Company owns and operates the Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem features approximately 145,000 square feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center. The Company owns 86% of the economic interest in the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through its ownership interest in Sands Bethworks Retail LLC.

10





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Development Projects
Macao
The Company submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao is intended to include a gaming area (to be operated under the Company’s gaming subconcession), a hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. The Company has commenced construction and expects the cost to design, develop and construct The Parisian Macao will be approximately $2.7 billion, inclusive of payments made for the land premium. As with projects of this nature, the Company will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in the second half of 2016, subject to Macao government approval. The Company has capitalized costs of $970.9 million, including the land premium (net of amortization) and $93.5 million in outstanding construction payables, as of March 31, 2015. In addition, the Company will be completing the development of some public areas surrounding its Cotai Strip properties on behalf of the Macao government.
Under the Company’s land concession for The Parisian Macao, the Company is required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement, which was extended by the Macao government in April 2014, that the development be completed by December 2016. The Company has applied for an extension from the Macao government to complete The Parisian Macao, as the Company believes it will be unable to meet the April 2016 deadline. Should the Company determine that it is unable to complete Sands Cotai Central by December 2016, the Company would then also expect to apply for another extension from the Macao government. If the Company is unable to meet the Sands Cotai Central deadline and the deadlines for either development are not extended, the Company could lose its land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit the Company from operating any facilities developed under the respective land concessions. As a result, the Company could record a charge for all or some portion of its $970.9 million or $4.58 billion in capitalized construction costs and land premiums (net of amortization), as of March 31, 2015, related to The Parisian Macao and Sands Cotai Central, respectively.
United States
The Company was constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. The Company suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when demand and conditions improve. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, the Company could record a charge for some portion of the $178.6 million in capitalized construction costs as of March 31, 2015.
Other
The Company continues to aggressively pursue new development opportunities globally.
Capital Financing Overview
Through March 31, 2015, the Company has funded its development projects primarily through borrowings under its credit facilities, operating cash flows, proceeds from its equity offerings and proceeds from the disposition of non-core assets.
The Company held unrestricted cash and cash equivalents of $2.41 billion and restricted cash and cash equivalents of $6.9 million as of March 31, 2015. The Company believes the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of its credit facilities. The Company may elect to arrange additional financing to fund the balance of its Cotai Strip developments. In the normal course of its activities, the Company will continue to evaluate its capital structure and opportunities for enhancements thereof.

11





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2016, with early application not being permitted. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.
In April 2015, the FASB issued an accounting standard update to simplify the presentation of debt issuance costs. The update requires that debt issuance costs be reported as a deduction of the face amount of the related debt (rather than as an asset) and that the amortization of debt issuance costs continue to be reported as interest expense. The amendments do not affect the guidance on the recognition and measurement of debt issuance costs. The guidance will be required to be applied on a retrospective basis and will be effective for fiscal years beginning after December 31, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this guidance will not have a material effect on the Company's financial condition, results of operations or cash flows.
NOTE 2 — PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following (in thousands):
 
March 31, 2015
 
December 31, 2014
Land and improvements
$
548,859

 
$
551,625

Building and improvements
15,046,535

 
15,187,427

Furniture, fixtures, equipment and leasehold improvements
3,088,446

 
3,065,859

Transportation
454,837

 
454,278

Construction in progress
2,057,504

 
1,796,554

 
21,196,181

 
21,055,743

Less — accumulated depreciation and amortization
(5,882,849
)
 
(5,683,269
)
 
$
15,313,332

 
$
15,372,474

Construction in progress consists of the following (in thousands):
 
March 31, 2015
 
December 31, 2014
The Parisian Macao
$
916,255

 
$
749,176

Four Seasons Macao (principally the Four Seasons Apartments)
418,452

 
417,920

Sands Cotai Central
398,202

 
289,518

Other
324,595

 
339,940

 
$
2,057,504

 
$
1,796,554

The $324.6 million in other construction in progress as of March 31, 2015, consists primarily of construction of the Las Vegas Condo Tower and various projects at The Venetian Macao.
In accordance with the April 2004 purchase and sale agreement, as amended, between Venetian Casino Resort, LLC (“VCR”) and GGP (the “Amended Agreement”), the Company sold the portion of the Grand Canal Shoppes located within The Palazzo (formerly referred to as "The Shoppes at the Palazzo"). Under the terms of the settlement with GGP on June 24, 2011, the Company retained the $295.4 million of proceeds previously received and participates in certain potential future revenues earned by GGP. Under generally accepted accounting principles, the transaction has not been accounted for as a sale because the Company’s participation in certain potential future revenues constitutes continuing involvement in The Shoppes at The Palazzo. Therefore, $266.2 million of the proceeds allocated to the mall

12





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

sale transaction has been recorded as deferred proceeds (a long-term financing obligation), which will accrue interest at an imputed rate and will be offset by (i) imputed rental income and (ii) rent payments made to GGP related to spaces leased back from GGP by the Company. The property and equipment legally sold to GGP totaling $226.3 million (net of $85.1 million of accumulated depreciation) as of March 31, 2015, will continue to be recorded on the Company’s condensed consolidated balance sheet and will continue to be depreciated in the Company’s condensed consolidated income statement.
During the three months ended March 31, 2015 and 2014, the Company capitalized interest expense of $4.2 million and $1.7 million, respectively. During the three months ended March 31, 2015 and 2014, the Company capitalized approximately $7.5 million and $7.9 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property.
NOTE 3 — LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
 
March 31, 2015
 
December 31, 2014
Corporate and U.S. Related:
 
 
 
2013 U.S. Credit Facility — Term B (net of original issue discount of $9,241 and $9,643, respectively)
$
2,212,634

 
$
2,217,857

2013 U.S. Credit Facility — Revolving
860,000

 
1,020,000

Airplane Financings
62,750

 
63,671

HVAC Equipment Lease
16,243

 
16,619

Other
219

 
401

Macao Related:
 
 
 
2011 VML Credit Facility — Extended Term
2,388,858

 
2,388,244

2011 VML Credit Facility — Extended Revolving
379,864

 
820,024

Other
5,346

 
5,694

Singapore Related:
 
 
 
2012 Singapore Credit Facility — Term
3,315,084

 
3,460,137

 
9,240,998

 
9,992,647

Less — current maturities
(97,165
)
 
(99,734
)
Total long-term debt
$
9,143,833

 
$
9,892,913

2013 U.S. Credit Facility
As of March 31, 2015, the Company had $386.0 million of available borrowing capacity under the 2013 U.S. Revolving Facility, net of outstanding letters of credit.
2011 VML Credit Facility
As of March 31, 2015, the Company had $1.62 billion of available borrowing capacity under the Extended 2011 VML Revolving Facility.
In April 2015, the Company entered into a joinder agreement (the "Joinder Agreement") to the 2011 VML Credit Facility. Under the Joinder Agreement, certain lenders have agreed to provide term loan commitments of $1.0 billion (the "2011 VML Accordion Term"), which was funded on April 30, 2015 (the “Joinder Funding Date”).
The 2011 VML Accordion Term bears interest, at the Company's option, at either the adjusted Eurodollar rate or Hong Kong Inter-bank Offered Rate (“HIBOR”), plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the consolidated total leverage ratio as set forth in the Joinder Agreement. The credit spread ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate and from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. The initial credit spread as of April 30, 2015 (the date the term was funded), was 0.25% per annum for loans accruing interest at a base rate and 1.25% per annum for loans accruing at an adjusted Eurodollar or HIBOR rate.

13





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

The 2011 VML Accordion Term will mature on March 30, 2021. Commencing with the quarterly period ending June 30, 2018, and at the end of each subsequent quarter through March 31, 2019, the Joinder Agreement requires the borrower to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 2.5% of the aggregate principal amount outstanding as of the Joinder Funding Date. Commencing with the quarterly period ending on June 30, 2019, and at the end of each subsequent quarter through March 31, 2020, the borrower is required to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 5.0% of the aggregate principal amount outstanding as of the Joinder Funding Date. For the quarterly periods ending on June 30 through December 31, 2020, the borrower is required to repay the outstanding 2011 VML Accordion Term on a pro rata basis in an amount equal to 12.0% of the aggregate principal amount outstanding as of the Joinder Funding Date. The remaining balance on the 2011 VML Accordion Term is due on the maturity date.
2012 Singapore Credit Facility
As of March 31, 2015, the Company had 487.5 million Singapore dollars ("SGD," approximately $354.9 million at exchange rates in effect on March 31, 2015) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit. 
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and capital lease obligations are as follows (in thousands):
 
Three Months Ended 
 March 31,
 
2015
 
2014
Proceeds from 2011 VML Credit Facility
$

 
$
819,725

Proceeds from 2013 U.S. Credit Facility

 
500,000

 
$

 
$
1,319,725

Repayments on 2011 VML Credit Facility
$
(440,416
)
 
$
(819,680
)
Repayments on 2013 U.S. Credit Facility
(165,625
)
 
(5,625
)
Repayments on 2012 Singapore Credit Facility
(17,082
)
 

Repayments on Airplane Financings
(922
)
 
(922
)
Repayments on HVAC Equipment Lease and Other Long-Term Debt
(905
)
 
(1,836
)
 
$
(624,950
)
 
$
(828,063
)
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of March 31, 2015 and December 31, 2014, was approximately $9.06 billion and $9.78 billion, respectively, compared to its carrying value of $9.23 billion and $9.98 billion, respectively. The estimated fair value of the Company’s long-term debt is based on level 2 inputs (quoted prices in markets that are not active).
NOTE 4 — EQUITY AND EARNINGS PER SHARE
Common Stock
Dividends
On March 31, 2015, the Company paid a dividend of $0.65 per common share as part of a regular cash dividend program. During the three months ended March 31, 2015, the Company recorded $519.1 million as a distribution against retained earnings (of which $280.6 million related to the Principal Stockholder’s family and the remaining $238.5 million related to all other shareholders).

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

On March 31, 2014, the Company paid a dividend of $0.50 per common share as part of a regular cash dividend program. During the three months ended March 31, 2014, the Company recorded $405.8 million as a distribution against retained earnings (of which $215.8 million related to the Principal Stockholder’s family and the remaining $190.0 million related to all other shareholders).
In April 2015, the Company’s Board of Directors declared a quarterly dividend of $0.65 per common share (a total estimated to be approximately $519 million) to be paid on June 30, 2015, to shareholders of record on June 22, 2015.
Repurchase Program
In June 2013, the Company’s Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expires in June 2015, but was substantially completed during the year ended December 31, 2014. In October 2014, the Company's Board of Directors authorized the repurchase of an additional $2.0 billion of its outstanding common stock, which expires in October 2016. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the three months ended March 31, 2015, there were no share repurchases under this program. During the three months ended March 31, 2014, the Company repurchased 10,023,353 shares of its common stock for $810.0 million (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury stock.
Noncontrolling Interests
On February 27, 2015, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") per share to SCL shareholders (a total of $1.03 billion, of which the Company retained $722.4 million during the three months ended March 31, 2015). On February 26, 2014, SCL paid a dividend of HKD 0.87 per share and a special dividend of HKD 0.77 per share to SCL shareholders (a total of $1.71 billion, of which the Company retained $1.20 billion during the three months ended March 31, 2014).
During the three months ended March 31, 2015 and 2014, the Company distributed $3.7 million and $2.6 million, respectively, to certain of its noncontrolling interests.
Earnings Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:
 
Three Months Ended 
 March 31,
 
2015
 
2014
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
797,935,314

 
814,766,709

Potential dilution from stock options, warrants and restricted stock and stock units
941,726

 
2,770,906

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
798,877,040

 
817,537,615

Antidilutive stock options excluded from the calculation of diluted earnings per share
5,925,307

 
627,034


15





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

Accumulated Other Comprehensive Income (Loss)
As of March 31, 2015 and December 31, 2014, accumulated other comprehensive income (loss) consisted solely of foreign currency translation adjustments.
NOTE 5 — VARIABLE INTEREST ENTITIES
The Company consolidates any variable interest entities (“VIEs”) in which it is the primary beneficiary and discloses significant variable interests in VIEs for which it is not the primary beneficiary, if any, which management determines such designation based on accounting standards for VIEs.
The Company has entered into various joint venture agreements with independent third parties. The operations of these joint ventures have been consolidated by the Company due to the Company’s significant investment in these joint ventures, its power to direct the activities of the joint ventures that would significantly impact their economic performance and the obligation to absorb potentially significant losses or the rights to receive potentially significant benefits from these joint ventures. The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis.
As of March 31, 2015 and December 31, 2014, the Company’s consolidated joint ventures had total assets of $84.7 million and $85.0 million, respectively, and total liabilities of $136.2 million and $130.6 million, respectively.
NOTE 6 — INCOME TAXES
The Company’s major tax jurisdictions are the U.S., Macao and Singapore. The Company is subject to examination for tax years beginning 2010 in the U.S., Macao and Singapore. The Inland Revenue Authority of Singapore is performing a compliance review of the Marina Bay Sands tax return for tax years 2010 through 2012. The Company believes it has adequately reserved for its uncertain tax positions; however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome, which may impact the provision for income taxes.
The Company does not consider the current year's tax earnings and profits of certain foreign subsidiaries to be permanently reinvested. The Company has not provided deferred taxes for these foreign earnings as the Company expects there will be sufficient creditable foreign taxes to offset the U.S. income tax that would result from the repatriation of foreign earnings. The Company recorded valuation allowances on certain net deferred tax assets of its U.S. operations and certain foreign jurisdictions. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period and to the extent it becomes “more-likely-than-not” that the deferred tax assets are realizable, the Company will reduce the valuation allowance in the period such determination is made.
In October 2013, the Company received a 5-year income tax exemption in Macao that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2018. In May 2014, the Company entered into an agreement with the Macao government, effective through the end of 2018, that provides for an annual payment of 42.4 million patacas (approximately $5.3 million at exchange rates in effect on March 31, 2015) that is a substitution for a 12% tax otherwise due from Venetian Macau Limited (“VML”) shareholders on dividend distributions paid from VML gaming profits.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 7 — STOCK-BASED EMPLOYEE COMPENSATION
Stock-based compensation activity under the LVSC 2004 and SCL Equity Plans is as follows (in thousands, except weighted average grant date fair values):
 
Three Months Ended 
 March 31,
 
2015
 
2014
Compensation expense:
 
 
 
Stock options
$
8,995

 
$
8,830

Restricted stock and stock units
3,206

 
7,272

 
$
12,201

 
$
16,102

Compensation cost capitalized as part of property and equipment
$
172

 
$
990

LVSC 2004 Plan:
 
 
 
Stock options granted
308

 
55

Weighted average grant date fair value
$
12.35

 
$
33.08

Restricted stock granted
22

 
24

Weighted average grant date fair value
$
55.41

 
$
75.26

Restricted stock units granted

 

Weighted average grant date fair value
$

 
$

SCL Equity Plan:
 
 
 
Stock options granted
648

 
5,841

Weighted average grant date fair value
$
1.06

 
$
3.66

Restricted stock units granted
119

 
189

Weighted average grant date fair value
$
4.90

 
$
7.37

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:
 
Three Months Ended 
 March 31,
 
2015
 
2014
LVSC 2004 Plan:
 
 
 
Weighted average volatility
38.0
%
 
60.4
%
Expected term (in years)
5.8

 
5.5

Risk-free rate
1.3
%
 
1.7
%
Expected dividends
4.7
%
 
2.7
%
SCL Equity Plan:
 
 
 
Weighted average volatility
44.6
%
 
65.6
%
Expected term (in years)
4.0

 
6.3

Risk-free rate
1.0
%
 
1.3
%
Expected dividends
5.5
%
 
2.9
%

17





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 8 — FAIR VALUE MEASUREMENTS
Under applicable accounting guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table provides the assets carried at fair value (in thousands):
 
 
 
Fair Value Measurements Using:
 
Total Carrying
Value
 
Quoted Market
Prices in Active
Markets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
As of March 31, 2015
 
 
 
 
 
 
 
Cash equivalents(1)
$
903,456

 
$
903,456

 
$

 
$

Interest rate caps(2)
$

 
$

 
$

 
$

As of December 31, 2014
 
 
 
 
 
 
 
Cash equivalents(1)
$
2,072,177

 
$
2,072,177

 
$

 
$

Interest rate caps(2)
$
3

 
$

 
$
3

 
$

____________________
(1)
The Company has short-term investments classified as cash equivalents as the original maturities are less than 90 days.
(2)
As of March 31, 2015 and December 31, 2014, the Company had 4 interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.
NOTE 9 — COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.
On October 15, 2004, Richard Suen and Round Square Company Limited (“RSC”) 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 (the “District Court”), 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 Macao 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. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company 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 for a new trial. In

18





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. On February 27, 2012, the District Court set a date of March 25, 2013, for the new trial. On June 22, 2012, the defendants filed a request to add experts and plaintiffs filed a motion seeking additional financial data as part of their discovery. The District Court granted both requests. The retrial began on March 27 and on May 14, 2013, the jury returned a verdict in favor of RSC in the amount of $70.0 million. On May 28, 2013, a judgment was entered in the matter in the amount of $101.6 million (including pre-judgment interest). On June 7, 2013, the Company filed a motion with the District Court requesting that the judgment be set aside as a matter of law or in the alternative that a new trial be granted. On July 30, 2013, the District Court denied the Company’s motion. On October 17, 2013, the District Court entered an order granting plaintiffs' request for certain costs and fees associated with the litigation in the amount of approximately $1.0 million. On December 6, 2013, the Company filed a notice of appeal of the jury verdict with the Nevada Supreme Court. The Company filed its opening appellate brief with the Nevada Supreme Court on June 16, 2014. On August 19, 2014, the Nevada Supreme Court issued an order granting plaintiffs additional time until September 15, 2014, to file their answering brief. On September 15, 2014, RSC filed a request to the Nevada Supreme Court to file a brief exceeding the maximum number of words, which was granted. On October 10, 2014, RSC filed their answering brief. On January 9, 2015, the defendants filed their reply brief. The Company believes that it has valid bases in law and fact to appeal these verdicts. As a result, the Company believes that the likelihood that the amount of the judgments will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.
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 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. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. On June 9, 2011, the District Court dismissed the defamation claim and certified the decision as to Sheldon G. Adelson as a final judgment. On July 1, 2011, the plaintiff filed a notice of appeal regarding the final judgment as to Sheldon G. Adelson. On August 26, 2011, the Nevada Supreme Court issued a writ of mandamus instructing the District Court to hold an evidentiary hearing on whether personal jurisdiction exists over SCL and stayed the case until after the District Court’s decision. On January 17, 2012, Mr. Jacobs filed his opening brief with the Nevada Supreme Court regarding his appeal of the defamation claim against Mr. Adelson. On January 30, 2012, Mr. Adelson filed his reply to Mr. Jacobs’ opening brief. On March 8, 2012, the District Court set a hearing date for the week of June 25-29, 2012, for the evidentiary hearing on personal jurisdiction over SCL. On May 24, 2012, the District Court vacated the hearing date previously set for June 25-29 and set a status conference for June 28, 2012. At the June 28 status hearing, the District Court set out a hearing schedule to resolve a discovery dispute and did not reset a date for the jurisdictional hearing. From September 10 to September 12, 2012, the District Court held a hearing to determine the outcome of certain discovery disputes and issued an Order on September 14, 2012. In its Order, the District Court fined LVSC $25,000 and, for the purposes of the jurisdictional discovery and evidentiary hearing, precluded the defendants from relying on the Macao Data Privacy Act as an objection or defense under its discovery obligations. On December 21, 2012, the District Court ordered the defendants to produce documents from a former counsel to LVSC containing attorney client privileged information. On January 23, 2013, the defendants filed a writ with the Nevada Supreme Court challenging this order (the “January Writ”). On January 29, 2013, the District Court granted defendants' motion for a stay of the order. On February 15, 2013, the Nevada Supreme Court ordered the plaintiff to answer the January Writ. On February 28, 2013, the District Court ordered a hearing on plaintiff’s request for sanctions and additional discovery (the “February 28th Order”). On April 8, 2013, the defendants filed a writ with the Nevada Supreme Court challenging the February 28th Order (the “April Writ”); and the Nevada Supreme Court ordered the plaintiff to answer the April Writ by May 20, 2013. The defendants also filed and were granted a stay of the February 28th Order by the District Court until such time as the Nevada Supreme Court decides the April Writ. On June 18, 2013, the District Court scheduled the jurisdictional hearing for July 16-22, 2013 and issued an order allowing the plaintiff access to

19





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

privileged communications of counsel to the Company (the “June 18th Order”). On June 21, 2013, the Company filed another writ with the Nevada Supreme Court challenging the June 18th Order (the “June Writ”). The Nevada Supreme Court accepted the June Writ on June 28, 2013, and issued a stay of the June 18th Order. On June 28, 2013, the District Court vacated the jurisdictional hearing. On July 3, 2013, the Company filed a motion with the Nevada Supreme Court to consolidate the pending writs (each of which have been fully briefed to the Nevada Supreme Court as of the date of this filing). On October 9, 2013, the Nevada Supreme Court heard arguments on the January Writ and plaintiff’s appeal of the District Court’s dismissal of plaintiff’s defamation claim against Mr. Adelson. The Nevada Supreme Court has taken both matters under advisement pending a decision. On January 29, 2014, the defendants filed Supplemental Authority and a Motion to Recall Mandate with the Nevada Supreme Court to (i) inform the Nevada Supreme Court of a recently decided U.S. Supreme Court case involving similar jurisdictional issues to this matter and (ii) given this new precedent, to review anew its August 26, 2011, writ of mandamus to the District Court, respectively. On February 27, 2014, the Nevada Supreme Court ruled in favor of the Company on the January Writ, which became effective on March 24, 2014. On March 3, 2014, the Nevada Supreme Court heard oral arguments on the April and June Writs. On May 30, 2014, the Nevada Supreme Court overturned the District Court’s dismissal of Mr. Jacob’s defamation claim against Mr. Adelson and remanded the claim for further determination. On June 17, 2014, Mr. Adelson filed a petition for rehearing with the Nevada Supreme Court and, on June 20, 2014, the Nevada Supreme Court ordered Mr. Jacobs to answer the petition for rehearing, which he did on July 7, 2014. On June 26, 2014, SCL filed a Motion for Summary Judgment with respect to jurisdiction with the District Court, which was denied on July 29, 2014. On June 30, 2014, Mr. Jacobs filed a motion for leave to file a second amended complaint. The defendants filed a notice of intent to oppose the motion for leave to file the second amended complaint. On July 1, 2014, Mr. Jacobs filed a motion to reconsider the dismissal of the defamation claim. On July 3, 2014, Mr. Adelson filed a notice of intent to oppose the motion to reconsider and requested oral argument. Also on July 3, 2014, the defendants filed a motion to continue the stay of the District Court’s March 26, 2013, order compelling the production of documents from Macao and a notice of intent to oppose plaintiff’s motion to reconsider the dismissal of his defamation claim against LVSC and SCL. On July 22, 2014, the defendants filed a motion for leave to file a reply in support of their petition for rehearing on the defamation claim with the Nevada Supreme Court. On July 22, 2014, SCL filed its reply in support of its Motion for Summary Judgment on jurisdiction and opposition to plaintiff’s counter Motion for Summary Judgment. On July 25, 2014, the Nevada Supreme Court granted defendants’ motion for leave to file a reply. On July 29, 2014, the Nevada Supreme Court heard the Motions for Summary Judgment and denied them both. On August 7, 2014, the Nevada Supreme Court denied the writ challenging the District Court’s order on plaintiff’s March 26, 2013, Renewed Motion for Sanctions. On August 7, 2014, the Nevada Supreme Court granted in part defendants’ writ with respect to the District Court’s June 19, 2013, order requiring the production of privileged material. On August 7, 2014, the Nevada Supreme Court also denied rehearing on its reversal of the dismissal of the defamation claim by a vote of 4-3. On August 13, 2014, the District Court ruled that plaintiff may amend his complaint except for the defamation claim against Mr. Adelson until the remittitur from the Nevada Supreme Court is received. The District Court also allowed the sanctions hearing to move forward and is reviewing documents in camera to determine whether they were properly withheld on privilege grounds. On September 4, 2014, SCL filed its pre-hearing memorandum regarding the sanctions hearing regarding plaintiff’s March 26, 2013, Renewed Motion for Sanctions. On September 12, 2014, the plaintiff filed a motion for release of the privileged documents from the District Court appointed document custodian on the grounds of waiver. On September 16, 2014, the plaintiff filed a motion seeking to stop defendants from modifying their privilege log and seeking a waiver of all privilege claims as a result of alleged deficiencies in the original privilege. On September 26, 2014, after the Nevada Supreme Court issued its remittitur, plaintiff filed his motion for leave to file a third amended complaint against LVSC, SCL and Mr. Adelson. On September 26, 2014, the defendants filed their opposition to plaintiff’s motion for release of documents on the grounds of waiver. On October 3, 2014, the plaintiff filed his reply in support of his two waiver motions relating to the documents held by the District Court appointed custodian. On October 9, 2014, the District Court granted plaintiff's motion in part and denied the remainder. On October 17, 2014, SCL filed a motion to reconsider the District Court’s March 27, 2013, order concerning a discovery dispute. On October 10, 2014, Mr. Adelson filed his opposition to plaintiff's motion to file a third amended complaint, which SCL and LVSC joined on October 14, 2014. On October 30, 2014, the plaintiff filed his reply in support of his motion to file a third amended complaint. On November 5, 2014, the District Court ordered that SCL waived privilege on three confidential reports. On November 7, 2014, the District Court granted plaintiff's motion to file a third amended complaint. On November 7, 2014, defendants

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

filed a motion for partial re-consideration of the November 5, 2014, order waiving privilege. On January 6, 2015, the District Court scheduled a sanctions hearing for February 9, 2015, and the evidentiary hearing on jurisdiction for April 20, 2015. On January 12, 2015, defendants each filed their motions to dismiss the third amended complaint. Defendants’ motions to dismiss the third amended complaint were fully briefed on February 19, 2015, and the District Court heard oral argument on February 27, 2015. In an order entered on March 30, 2015, the District Court denied Mr. Adelson’s motion to dismiss the defamation claim, but granted his motion to dismiss with respect to plaintiff’s wrongful discharge claim on the ground that Mr. Adelson was not the plaintiff’s employer. The District Court denied LVSC’s motion to dismiss and strike certain allegations in the complaint. The District Court reserved judgment on SCL’s motion to dismiss until after it ruled on jurisdiction. On April 7, 2015, LVSC filed a motion for reconsideration of the order on the limited ground that the court had erroneously stated that LVSC was in fact Plaintiff’s employer rather than stating that Plaintiff had alleged that he was LVSC’s employee. Plaintiff conceded that point in his response filed on April 20, 2015. A hearing was held on the motion for reconsideration on April 21, 2015.
The sanctions hearing was held over six days, beginning on February 9 and ending on March 3, 2015. On March 6, 2015, the District Court issued a decision and order imposing sanctions on SCL for violating its September 14, 2012 Order, which the District Court construed as prohibiting SCL from redacting any documents produced in response to jurisdictional discovery requests to comply with the Macao Data Privacy Act. On March 6, 2015, the District Court ordered additional discovery to be provided by SCL. The District Court also ordered SCL to pay a total of $250,000 to five different law-related entities. Finally, the District Court imposed evidentiary sanctions on SCL, prohibiting it from offering any affirmative evidence at the hearing on jurisdiction scheduled to begin on April 20, 2015, and stating that it would adversely infer, subject to SCL’s ability to rebut the inference within the evidentiary constraints imposed on it, that any document redacted to comply with the Macao Data Privacy Act would support plaintiff’s assertion of personal jurisdiction over SCL and would contradict SCL’s denial. SCL sought a stay of the order from the District Court on March 13, 2015, and when that was denied, from the Nevada Supreme Court on March 16, 2015. The Nevada Supreme Court granted a partial stay on March 17, 2015, staying SCL’s obligation to pay $250,000 and to run additional searches, but declining to stay the April 20, 2015 hearing on jurisdiction. SCL filed a petition for mandamus in the Nevada Supreme Court on March 20, 2015. Plaintiff filed his response on March 27, 2015, and SCL filed its reply on March 31, 2015. On April 2, 2015, the Nevada Supreme Court denied the mandamus petition with respect to everything but the $250,000 sanction and lifted the stay except with respect to that sanction. The jurisdictional hearing began on April 20, 2015, and is expected to continue through at least May 5, 2015.
Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice (the “DOJ”) that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from the lawsuit filed by Steven C. Jacobs described above.
After the Company’s receipt of the subpoena from the SEC on February 9, 2011, the Board of Directors delegated to the Audit Committee, comprised of three independent members of the Board of Directors, the authority to investigate the matters raised in the SEC subpoena and related inquiry of the DOJ.
As part of the 2012 annual audit of the Company’s financial statements, the Audit Committee advised the Company and its independent accountants that it had reached certain preliminary findings, including that there were likely violations of the books and records and internal controls provisions of the FCPA and that in recent years, the Company has improved its practices with respect to books and records and internal controls.
Based on the information provided to management by the Audit Committee and its counsel, the Company believes, and the Audit Committee concurs, that the preliminary findings:
do not have a material impact on the financial statements of the Company;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

do not warrant any restatement of the Company’s past financial statements; and
do not represent a material weakness in the Company’s internal controls over financial reporting as of March 31, 2015.
The investigation by the Audit Committee is complete. The Company is cooperating with all investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter, the extent of materiality, or the range of reasonably possible loss, if any. 
On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “U.S. District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the U.S. District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleged that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which was substantially similar to the Fosbre complaint, discussed above, sought, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On August 31, 2010, the U.S. District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. As such, the Fosbre and Combs cases are reported as one consolidated matter. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. On January 10, 2011, the defendants filed a motion to dismiss the amended complaint, which, on August 24, 2011, was granted in part, and denied in part, with the dismissal of certain allegations. On November 7, 2011, the defendants filed their answer to the allegations remaining in the amended complaint. On July 11, 2012, the U.S. District Court issued an order allowing defendants’ Motion for Partial Reconsideration of the court’s order dated August 24, 2011, striking additional portions of the plaintiff’s complaint and reducing the class period to a period of February 4 to November 6, 2008. On August 7, 2012, the plaintiff filed a purported class action second amended complaint (the “Second Amended Complaint”) seeking to expand their allegations back to a time period of 2007 (having previously been cut back to 2008 by the U.S. District Court) essentially alleging very similar matters that had been previously stricken by the U.S. District Court. On October 16, 2012, the defendants filed a new motion to dismiss the Second Amended Complaint. The plaintiffs responded to the motion to dismiss on November 1, 2012, and defendants filed their reply on November 12, 2012. On November 20, 2012, the U.S. District Court granted a stay of discovery under the Private Securities Litigation Reform Act pending a decision on the new motion to dismiss and therefore, the discovery process has been suspended. On April 16, 2013, the case was reassigned to a new judge. On July 30, 2013, the U.S. District Court heard the motion to dismiss and took the matter under advisement. On November 7, 2013, the judge granted in part and denied in part defendants' motions to dismiss. On December 13, 2013, the defendants filed their answer to the Second Amended Complaint. Discovery in the matter has re-started. On January 8, 2014, plaintiffs filed a motion to expand the certified class period. On February 3, 2014, the judge agreed to the parties' stipulation to defer briefing on the issue of expanding the class period until the U.S. Supreme Court issues a decision in the case of Halliburton Co. v. Erica P. John Fund, Inc. On September 26, 2014, the U.S. Supreme Court denied plaintiffs' motion to expand the class period without prejudice to re-filing a similar motion. The U.S. Supreme Court decided the Halliburton case on June 23, 2014, and, on October 3, 2014, the parties stipulated to a case management schedule wherein they agree to a briefing schedule on class certification. On November 7, 2014, plaintiffs filed a motion to expand the class period and on January 9, 2015, defendants filed their opposition to the motion. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. The Kohanim and Gaines actions have been consolidated and are reported as one consolidated matter. On July 25, 2011, the plaintiffs filed a first verified amended consolidated complaint. The plaintiffs have twice agreed to stay the proceedings. A 120-day stay was entered by the District Court in October 2011. It was extended for another 90 days in February 2012 and expired in May 2012. The parties agreed to an extension of the May 2012 deadline that expired on October 30, 2012. The defendants filed a motion to dismiss on November 1, 2012, based on the fact that the plaintiffs have suffered no damages. On January 23, 2013, the District Court denied the motion to dismiss in part, deferred the remainder of the motion to dismiss and stayed the proceedings until a July 22, 2013, status hearing. On July 22, 2013, the District Court extended the stay until December 2, 2013, and then on December 2, 2013, extended it again until March 3, 2014. On March 3, 2014, the judge extended the stay until a status hearing set for September 4, 2014, when the judge extended the stay until the next status hearing set for March 5, 2015. At a status conference on March 5, 2015, the judge extended the stay for another 120 days. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time. The complaint raises substantially similar claims as alleged in the Kohanim and Gaines actions. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On April 22, 2011, John Zaremba filed a shareholder derivative action (the “Zaremba action”) on behalf of the Company in the U.S. District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the members of the Board of Directors at the time, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. On August 25, 2011, the U.S. District Court consolidated the Moradi, LAMPERS and Zaremba actions and such actions are reported as one consolidated matter. On November 17, 2011, the defendants filed a motion to dismiss or alternatively to stay the federal action due to the parallel state court action described above. On May 25, 2012, the case was transferred to a new judge. On August 27, 2012, the U.S. District Court granted the motion to stay pending a further update of the Special Litigation Committee due on October 30, 2012. On October 30, 2012, the

23





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

defendants filed the update asking the judge to determine whether to continue the stay until January 31, 2013, or to address motions to dismiss. On November 7, 2012, the U.S. District Court denied defendants request for an extension of the stay but asked the parties to brief the motion to dismiss. On November 21, 2012, defendants filed their motion to dismiss. On December 21, 2012, plaintiffs filed their opposition and on January 18, 2013, defendants filed their reply. On May 31, 2013, the case was reassigned to a new judge. On April 11, 2014, the judge denied the motion to dismiss without prejudice and ordered the case stayed pending the outcome of the state court action in Kohanim described above. The judge also ordered the parties to file a joint status report with the U.S. District Court by September 10, 2014, which was filed. This consolidated action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On January 23, 2014, W.A. Sokolowski filed a shareholder derivative action (the "Sokolowski action") purporting to act on behalf of the Company and in his individual capacity as a shareholder in the U.S. District Court for the District of Nevada against Sheldon G. Adelson, Michael A. Leven, Jason N. Ader, Irwin Chafetz, Charles D. Forman, George P. Koo, Charles A. Koppelman, Jeffrey H. Schwartz, Victor Chaltiel and Irwin A. Siegel, each of whom was serving on the Board of Directors (collectively, the “Directors”), as well as against Frederick Hipwell, a partner at PricewaterhouseCoopers LLP (“PwC”), the Company’s former auditor. The complaint alleges, among other things, that the Directors breached their fiduciary duties to the Company by attempting to conceal certain alleged misrepresentations and wrongdoing by the Company’s management, concealed certain facts in connection with audits performed by PwC and caused the issuance of a false or misleading proxy statement in 2013. The complaint seeks, among other things the appointment of a conservator or special master to oversee the Company’s discussions with governmental agencies as well as to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. The Company filed a motion to dismiss the complaint on February 13, 2014. On February 28, 2014, defendant Hipwell filed his motion to dismiss the complaint. On March 12, 2014, the plaintiff filed its response to the Company’s motion to dismiss and on March 26, 2014, the Company filed its reply. On March 31, 2014, the plaintiff filed its response to Hipwell’s motion to dismiss and on April 10, 2014, Hipwell filed his reply. On April 1, 2014, the plaintiff filed a renewed motion for expedited discovery (the first motion was filed on January 24, 2014 and was denied by the judge). The Company filed its response on April 18, 2014. On May 2, 2014, the U.S. District Court denied this second motion. On May 9, 2014, Directors Ader, Chafetz, Chaltiel, Forman, Koppelman and Leven filed their motion to dismiss. On June 10, 2014, the plaintiff filed its opposition to these Directors motion to dismiss. On June 30, 2014, these Directors filed their reply. On July 30, 2014, the U.S. District Court granted the Company’s motion to dismiss the complaint, finding plaintiff had failed to allege stock ownership facts demonstrating standing to sue, with leave for plaintiff to amend his complaint to demonstrate stock ownership with more particularity. On August 29, 2014, the plaintiff filed an amended complaint and, on September 15, 2014, the served defendants filed their motions to dismiss the amended complaint. The plaintiff's opposition to the Company's motion to dismiss was filed on October 22, 2014, and to the individuals' motions to dismiss on October 29, 2014. Plaintiffs also filed an opposition to Hipwell's motion on November 3, 2014, and opposed Mr. Adelson's joinder on December 9, 2014. The served defendants' reply briefs were filed on November 24, 25 and 26, 2014. On December 16, 2014, Mr. Adelson filed a reply brief. On March 3, 2015, the U.S. District Court denied, without prejudice, plaintiff's motion to substitute the estates of the late Messrs. Chaltiel and Schwartz. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On March 6, 2014, the Board of Directors of the Company received a shareholder demand letter from a purported shareholder named the John F. Scarpa Foundation ("Scarpa"). This letter recites substantially the same allegations as the complaint filed in the Sokolowski action and demands that the same claims be asserted by the Company, which was delivered to the Company by the same counsel representing Mr. Sokolowski. The Company responded, through its counsel, on March 26, 2014. Scarpa then sent a revised demand letter to the Board of Directors on March 31, 2014. The Company responded, through its counsel, on April 8, 2014. Scarpa then sent an additional demand letter dated August 14, 2014 to which the Company responded on August 22, 2014. This matter is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

the outcome of this matter, whether this matter will result in litigation or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.
On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC”) filed a claim (the “Macao action”) with the Macao Judicial Court (Tribunal Judicial de Base) against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and VCR (collectively, the “Defendants”). The claim is for 3.0 billion patacas (approximately $375.6 million at exchange rates in effect on March 31, 2015) as compensation for damages resulting from the alleged breach of agreements entered into between AAEC and the Defendants for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. On July 4, 2012, the Defendants filed their defense to the Macao action with the Macao Judicial Court. AAEC then filed a reply that included several amendments to the original claim, although the amount of the claim was not amended. On January 4, 2013, the Defendants filed an amended defense to the amended claim with the Macao Judicial Court. On September 23, 2013, the three U.S. Defendants filed a motion with the Macao Second Instance Court, seeking recognition and enforcement of the U.S. Court of Appeals ruling in the Prior Action, referred to below, given on April 10, 2009, which partially dismissed AAEC’s claims against the three U.S. Defendants. On April 24, 2014, the Macao Judicial Court issued a Decision (Despacho Seneador) holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings, and that the claim should proceed exclusively against the three U.S. Defendants. The Macao Judicial Court further held that the existence of the pending application for recognition and enforcement of the U.S. Court of Appeals ruling before the Macao Second Instance Court did not justify a stay of the proceedings against the three U.S. Defendants at the present time, although in principle an application for a stay of the proceedings against the three U.S. Defendants could be reviewed after the Macao Second Instance Court had issued its decision. On June 25, 2014, the Macao Second Instance Court delivered a decision, which gave formal recognition to and allowed enforcement in Macao of the judgment of the U.S. Court of Appeals, dismissing AAEC's claims against the U.S. Defendants. Subject to an appeal by AAEC, the U.S. Defendants intend to apply to the Macao First Instance Court to dismiss AAEC's claims in full. On March 25, 2015, application was made by the U.S. Defendants to the Macao First Instance Court to revoke the legal aid granted to AAEC, accompanied by a request for evidence taking from AAEC, relating to the fees and expenses that they incurred and paid in the U.S. subsequent action referred to in the following sentence. On July 9, 2014, the plaintiff filed yet another action in the U.S. District Court against LVSC, LVSLLC, VCR, Sheldon G. Adelson, William P. Weidner, David Friedman and Does 1-50 for declaratory judgment, equitable accounting, misappropriation of trade secrets, breach of confidence and conversion based on a theory of copyright law. The claim is for $5.0 billion. On November 4, 2014, plaintiff finally effected notice on the LVSC entities which was followed by a motion to dismiss by the U.S. Defendants on November 10, 2014. Plaintiff failed to timely respond and on December 2, 2014, the U.S. Defendants moved for immediate dismissal and sanctions against plaintiff and his counsel for the bringing of frivolous lawsuit. On December 19, 2014, plaintiff filed an incomplete and untimely response which was followed by plaintiff's December 27, 2014 notice of withdrawal of the lawsuit and the U.S. Defendants' December 29, 2014, reply in favor of sanctions and dismissal with prejudice. The judge dismissed the U.S. action and the Defendants' sanctions motion remains pending. The Macao action and this most recently filed action are in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these matters or the range of reasonably possible loss, if any. The Company intends to defend these matters vigorously.
As previously disclosed by the Company, on February 5, 2007, AAEC brought a similar claim (the “Prior Action”) in the U.S. District Court, against LVSI (now known as LVSLLC), VCR and Venetian Venture Development, LLC, which are subsidiaries of the Company, and William P. Weidner and David Friedman, who are former executives of the Company. The U.S. District Court entered an order on April 16, 2010, dismissing the Prior Action. On April 20, 2012, LVSLLC, VCR and LVS (Nevada) filed an injunctive action (the “Nevada Action”) against AAEC in the U.S. District Court seeking to enjoin AAEC from proceeding with the Macao Action based on AAEC’s filing, and the U.S. District Court’s dismissal, of the Prior Action. On June 14, 2012, the U.S. District Court issued an order that denied the motions requesting the Nevada Action, thereby effectively dismissing the Nevada Action.
The Company previously received subpoenas from the U.S. Attorney’s Office for the Central District of California (the “USAO”) requesting the production of documents relating to two prior customers of the Company’s properties. In

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

August 2013, the USAO completed its investigation and entered into an agreement with the Company, whereby the Company agreed to voluntarily return $47.4 million to the U.S. Treasury, which represented funds received from or on behalf of one of its customers, and provide written reports to the USAO regarding certain of its casino-related activities. The amount was paid during the year ended December 31, 2013, and the matter has been closed.
On February 11, 2014, the Company disclosed that it was the victim of a sophisticated cyber-attack on its computer networks in the United States. As a result of this criminal attack, the U.S. government has commenced investigations into the source of the attack. In addition, the Company is working with internal and external forensic information technology systems experts in connection with this effort. As a result of the investigations and the Company’s efforts, which are ongoing, the Company has learned that certain customer and employee data was compromised at its Bethlehem facility and other data may have been stolen in the attack as well as that the attack may have destroyed certain other Company data. The Company is cooperating fully with the investigations. Based on the preliminary status of the investigations and the absence of claims asserted thus far, management is currently unable to determine the probability of the outcome of any matters relating to the cyber-attack, the extent of materiality or the range of reasonably possible loss, if any.
NOTE 10 — SEGMENT INFORMATION
The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States. The Company reviews the results of operations for each of its operating segments: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; Other Asia (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to the Company’s properties in Macao); Marina Bay Sands; 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 the Company’s organizational and management reporting structure. The Company also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above. The Company’s primary projects under development are The Parisian Macao, the St. Regis tower (the remaining phase of Sands Cotai Central) and the Four Seasons Apartments in Macao, and the Las Vegas Condo Tower (which construction is currently suspended and is included in Corporate and Other) in the U.S. The corporate activities of the Company are also included in Corporate and Other. The Company’s segment information as of March 31, 2015 and December 31, 2014, and for the three months ended March 31, 2015 and 2014, is as follows (in thousands):
 
Three Months Ended 
 March 31,
 
2015
 
2014
Net Revenues
 
 
 
Macao:
 
 
 
The Venetian Macao
$
787,191

 
$
1,184,591

Sands Cotai Central
571,764

 
827,583

Four Seasons Macao
161,251

 
370,016

Sands Macao
225,371

 
313,961

Other Asia
35,479

 
35,161

 
1,781,056

 
2,731,312

Marina Bay Sands
784,816

 
835,423

United States:
 
 
 
Las Vegas Operating Properties
376,383

 
382,658

Sands Bethlehem
127,699

 
117,183

 
504,082

 
499,841

Intersegment eliminations
(58,332
)
 
(56,192
)
Total net revenues
$
3,011,622

 
$
4,010,384

 

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LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

 
Three Months Ended 
 March 31,
 
2015
 
2014
Intersegment Revenues
 
 
 
Macao:
 
 
 
The Venetian Macao
$
1,493

 
$
1,127

Sands Cotai Central
78

 
69

Other Asia
10,212

 
9,866

 
11,783

 
11,062

Marina Bay Sands
2,799

 
2,874

Las Vegas Operating Properties
43,750

 
42,256

Total intersegment revenues
$
58,332

 
$
56,192


 
Three Months Ended 
 March 31,
 
2015
 
2014
Adjusted Property EBITDA(1)
 
 
 
Macao:
 
 
 
The Venetian Macao
$
269,942

 
$
470,084

Sands Cotai Central
155,910

 
265,206

Four Seasons Macao
44,472

 
113,041

Sands Macao
57,378

 
91,438

Other Asia
3,532

 
(1,414
)
 
531,234

 
938,355

Marina Bay Sands
415,272

 
435,161

United States:
 
 
 
Las Vegas Operating Properties
74,109

 
79,652

Sands Bethlehem
29,893

 
26,531

 
104,002

 
106,183

Total adjusted property EBITDA
1,050,508

 
1,479,699

Other Operating Costs and Expenses
 
 
 
Stock-based compensation
(3,975
)
 
(7,607
)
Corporate
(45,223
)
 
(50,677
)
Pre-opening
(9,579
)
 
(4,300
)
Development
(1,533
)
 
(1,692
)
Depreciation and amortization
(253,922
)
 
(261,047
)
Amortization of leasehold interests in land
(9,838
)
 
(10,026
)
Loss on disposal of assets
(15,323
)
 
(525
)
Operating income
711,115

 
1,143,825

Other Non-Operating Costs and Expenses
 
 
 
Interest income
6,378

 
5,803

Interest expense, net of amounts capitalized
(66,255
)
 
(71,126
)
Other income (expense)
15,465

 
(4,657
)
Loss on modification or early retirement of debt

 
(17,964
)
Income tax expense
(55,665
)
 
(59,153
)
Net income
$
611,038

 
$
996,728

 ____________________
(1)
Adjusted property EBITDA is net income before intersegment royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. Adjusted property EBITDA is used by management as the primary measure of operating performance of the Company’s properties and to compare the operating performance of the Company’s properties with that of its competitors.


27





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

 
 
Three Months Ended 
 March 31,
 
2015
 
2014
Capital Expenditures
 
 
 
Corporate and Other
$
2,691

 
$
10,016

Macao:
 
 
 
The Venetian Macao
24,055

 
24,816

Sands Cotai Central
123,416

 
76,060

Four Seasons Macao
5,295

 
6,773

Sands Macao
9,594

 
6,784

Other Asia
592

 
300

The Parisian Macao
163,549

 
95,449

 
326,501

 
210,182

Marina Bay Sands
23,465

 
12,690

United States:
 
 
 
Las Vegas Operating Properties
11,578

 
15,782

Sands Bethlehem
3,101

 
3,057

 
14,679

 
18,839

Total capital expenditures
$
367,336

 
$
251,727

 
 
March 31, 2015
 
December 31, 2014
Total Assets
 
 
 
Corporate and Other
$
622,707

 
$
613,683

Macao:
 
 
 
The Venetian Macao
2,963,369

 
3,900,921

Sands Cotai Central
4,256,853

 
4,761,907

Four Seasons Macao
1,094,304

 
1,157,502

Sands Macao
427,220

 
414,689

Other Asia
301,784

 
304,463

The Parisian Macao
972,213

 
805,220

Other Development Projects
78

 
91

 
10,015,821

 
11,344,793

Marina Bay Sands
5,931,768

 
6,106,397

United States:
 
 
 
Las Vegas Operating Properties
3,815,385

 
3,623,808

Sands Bethlehem
660,401

 
673,010

 
4,475,786

 
4,296,818

Total assets
$
21,046,082

 
$
22,361,691

 

28





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

 
March 31, 2015
 
December 31, 2014
Total Long-Lived Assets
 
 
 
Corporate and Other
$
351,479

 
$
357,071

Macao:
 
 
 
The Venetian Macao
1,861,725

 
1,893,032

Sands Cotai Central
3,860,061

 
3,814,699

Four Seasons Macao
924,894

 
932,034

Sands Macao
283,096

 
286,640

Other Asia
175,491

 
177,335

The Parisian Macao
970,884

 
804,328

 
8,076,151

 
7,908,068

Marina Bay Sands
4,646,755

 
4,874,263

United States:
 
 
 
Las Vegas Operating Properties
2,993,663

 
3,024,380

Sands Bethlehem
556,738

 
561,782

 
3,550,401

 
3,586,162

Total long-lived assets
$
16,624,786

 
$
16,725,564


NOTE 11 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION
LVSLLC, as the issuer and primary obligor of the 2013 U.S. Credit Facility, VCR, Venetian Marketing, Inc., Sands Expo & Convention Center, Inc. and Sands Pennsylvania, Inc. (collectively, the “Restricted Subsidiaries”), are all guarantors under the 2013 U.S. Credit Facility. The noncontrolling interest amounts included in the Restricted Subsidiaries’ condensed consolidating financial information are related to non-voting preferred stock of one of the subsidiaries held by third parties.
In February 2008, all of the capital stock of Phase II Mall Subsidiary, LLC (a subsidiary of VCR) was sold to GGP; however, the sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the participation in certain potential future revenues earned by GGP. Certain of the assets, liabilities and operating results related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Restricted Subsidiaries, and therefore are included in the “Restricted Subsidiaries” columns in the following condensed consolidating financial information. As a result, net liabilities of $42.4 million (consisting of $268.7 million of liabilities, primarily comprised of deferred proceeds from the sale, partially offset by $226.3 million of property and equipment) and $40.3 million (consisting of $268.8 million of liabilities, primarily comprised of deferred proceeds from the sale, partially offset by $228.5 million of property and equipment) as of March 31, 2015 and December 31, 2014, respectively, and a net loss (consisting primarily of depreciation expense) of $2.3 million and $3.1 million for the three months ended March 31, 2015 and 2014, respectively, related to the mall and are being accounted for by the Restricted Subsidiaries. These balances and amounts are not collateral for the 2013 U.S. Credit Facility.

29





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

The following condensed consolidating financial information of LVSC, a non-guarantor parent; the Restricted Subsidiaries, including LVSLLC as the issuer; and the non-restricted subsidiaries on a combined basis as of March 31, 2015 and December 31, 2014, and for the three months ended March 31, 2015 and 2014, is being presented in order to meet the reporting requirements under the 2013 U.S. Credit Facility, and is not intended to comply with SEC Regulation S-X 3-10 (in thousands):
CONDENSED CONSOLIDATING BALANCE SHEETS
March 31, 2015
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Cash and cash equivalents
$
117,883

 
$
549,114

 
$
1,739,468

 
$

 
$
2,406,465

Restricted cash and cash equivalents

 

 
6,901

 

 
6,901

Intercompany receivables
488,031

 
268,479

 

 
(756,510
)
 

Intercompany notes receivable

 

 
372,722

 
(372,722
)
 

Accounts receivable, net
951

 
279,324

 
1,128,106

 

 
1,408,381

Inventories
6,097

 
11,428

 
24,563

 

 
42,088

Deferred income taxes, net
6,426

 
31,505

 
695

 
(38,626
)
 

Prepaid expenses and other
25,929

 
14,100

 
85,494

 
(2,574
)
 
122,949

Total current assets
645,317

 
1,153,950

 
3,357,949

 
(1,170,432
)
 
3,986,784

Property and equipment, net
126,114

 
2,949,106

 
12,238,112

 

 
15,313,332

Investments in subsidiaries
6,884,048

 
5,295,138

 

 
(12,179,186
)
 

Deferred financing costs, net
108

 
23,757

 
168,546

 

 
192,411

Intercompany receivables
215

 
38,763

 

 
(38,978
)
 

Intercompany notes receivable

 
1,297,676

 

 
(1,297,676
)
 

Deferred income taxes, net

 

 
136,641

 
(98,356
)
 
38,285

Leasehold interests in land, net

 

 
1,311,454

 

 
1,311,454

Intangible assets, net
690

 

 
81,404

 

 
82,094

Other assets, net
415

 
23,523

 
97,784

 

 
121,722

Total assets
$
7,656,907

 
$
10,781,913

 
$
17,391,890

 
$
(14,784,628
)
 
$
21,046,082

Accounts payable
$
4,794

 
$
26,774

 
$
62,160

 
$

 
$
93,728

Construction payables
16

 
5,202

 
246,212

 

 
251,430

Intercompany payables

 
460,535

 
295,975

 
(756,510
)
 

Intercompany notes payable
372,722

 

 

 
(372,722
)
 

Accrued interest payable
75

 
890

 
7,411

 

 
8,376

Other accrued liabilities
16,746

 
215,558

 
1,471,210

 

 
1,703,514

Deferred income taxes

 

 
52,235

 
(38,626
)
 
13,609

Income taxes payable

 

 
270,659

 
(2,574
)
 
268,085

Current maturities of long-term debt
3,688

 
24,057

 
69,420

 

 
97,165

Total current liabilities
398,041

 
733,016

 
2,475,282

 
(1,170,432
)
 
2,435,907

Other long-term liabilities
3,001

 
9,048

 
112,628

 

 
124,677

Intercompany payables

 

 
38,978

 
(38,978
)
 

Intercompany notes payable

 

 
1,297,676

 
(1,297,676
)
 

Deferred income taxes
52,740

 
45,616

 
179,778

 
(98,356
)
 
179,778

Deferred amounts related to mall sale transactions

 
421,004

 

 

 
421,004

Long-term debt
59,062

 
3,065,039

 
6,019,732

 

 
9,143,833

Total liabilities
512,844

 
4,273,723

 
10,124,074

 
(2,605,442
)
 
12,305,199

Total Las Vegas Sands Corp. stockholders’ equity
7,144,063

 
6,507,785

 
5,671,401

 
(12,179,186
)
 
7,144,063

Noncontrolling interests

 
405

 
1,596,415

 

 
1,596,820

Total equity
7,144,063

 
6,508,190

 
7,267,816

 
(12,179,186
)
 
8,740,883

Total liabilities and equity
$
7,656,907

 
$
10,781,913

 
$
17,391,890

 
$
(14,784,628
)
 
$
21,046,082



30





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Cash and cash equivalents
$
114,125

 
$
345,399

 
$
3,046,795

 
$

 
$
3,506,319

Restricted cash and cash equivalents

 

 
6,566

 

 
6,566

Intercompany receivables
431,754

 
255,371

 

 
(687,125
)
 

Intercompany notes receivable

 

 
370,836

 
(370,836
)
 

Accounts receivable, net
15,144

 
270,838

 
1,224,790

 

 
1,510,772

Inventories
5,238

 
10,745

 
25,691

 

 
41,674

Deferred income taxes, net
6,803

 
31,240

 
1,196

 
(39,239
)
 

Prepaid expenses and other
26,210

 
11,889

 
87,530

 
(461
)
 
125,168

Total current assets
599,274

 
925,482

 
4,763,404

 
(1,097,661
)
 
5,190,499

Property and equipment, net
130,155

 
2,979,485

 
12,262,834

 

 
15,372,474

Investments in subsidiaries
7,010,357

 
5,864,848

 

 
(12,875,205
)
 

Deferred financing costs, net
123

 
25,153

 
180,320

 

 
205,596

Intercompany receivables
226

 
38,763

 

 
(38,989
)
 

Intercompany notes receivable

 
1,250,544

 

 
(1,250,544
)
 

Deferred income taxes, net

 

 
127,963

 
(96,243
)
 
31,720

Leasehold interests in land, net

 

 
1,353,090

 

 
1,353,090

Intangible assets, net
690

 

 
85,570

 

 
86,260

Other assets, net
714

 
19,736

 
101,602

 

 
122,052

Total assets
$
7,741,539

 
$
11,104,011

 
$
18,874,783

 
$
(15,358,642
)
 
$
22,361,691

Accounts payable
$
8,065

 
$
25,489

 
$
79,167

 
$

 
$
112,721

Construction payables
156

 
4,001

 
266,772

 

 
270,929

Intercompany payables

 
430,596

 
256,529

 
(687,125
)
 

Intercompany notes payable
370,836

 

 

 
(370,836
)
 

Accrued interest payable
76

 
1,030

 
6,837

 

 
7,943

Other accrued liabilities
31,050

 
233,781

 
1,719,613

 

 
1,984,444

Deferred income taxes

 

 
51,761

 
(39,239
)
 
12,522

Income taxes payable

 

 
224,662

 
(461
)
 
224,201

Current maturities of long-term debt
3,688

 
24,224

 
71,822

 

 
99,734

Total current liabilities
413,871

 
719,121

 
2,677,163

 
(1,097,661
)
 
2,712,494

Other long-term liabilities
3,014

 
9,255

 
112,345

 

 
124,614

Intercompany payables

 

 
38,989

 
(38,989
)
 

Intercompany notes payable

 

 
1,250,544

 
(1,250,544
)
 

Deferred income taxes
51,085

 
45,158

 
188,935

 
(96,243
)
 
188,935

Deferred amounts related to mall sale transactions

 
422,153

 

 

 
422,153

Long-term debt
59,983

 
3,230,653

 
6,602,277

 

 
9,892,913

Total liabilities
527,953

 
4,426,340

 
10,870,253

 
(2,483,437
)
 
13,341,109

Total Las Vegas Sands Corp. stockholders’ equity
7,213,586

 
6,677,266

 
6,197,939

 
(12,875,205
)
 
7,213,586

Noncontrolling interests

 
405

 
1,806,591

 

 
1,806,996

Total equity
7,213,586

 
6,677,671

 
8,004,530

 
(12,875,205
)
 
9,020,582

Total liabilities and equity
$
7,741,539

 
$
11,104,011

 
$
18,874,783

 
$
(15,358,642
)
 
$
22,361,691

 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 


31





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2015

LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Casino
$

 
$
111,787

 
$
2,264,901

 
$

 
$
2,376,688

Rooms

 
130,557

 
240,856

 

 
371,413

Food and beverage

 
53,948

 
135,463

 

 
189,411

Mall

 

 
127,814

 

 
127,814

Convention, retail and other

 
88,619

 
94,389

 
(48,871
)
 
134,137

 

 
384,911

 
2,863,423

 
(48,871
)
 
3,199,463

Less — promotional allowances
(180
)
 
(21,332
)
 
(165,526
)
 
(803
)
 
(187,841
)
Net revenues
(180
)
 
363,579

 
2,697,897

 
(49,674
)
 
3,011,622

Operating expenses:
 
 
 
 
 
 
 
 
 
Casino

 
76,968

 
1,258,820

 
(959
)
 
1,334,829

Rooms

 
36,902

 
28,889

 

 
65,791

Food and beverage

 
27,739

 
72,486

 
(978
)
 
99,247

Mall

 

 
15,137

 

 
15,137

Convention, retail and other

 
23,317

 
52,493

 
(7,553
)
 
68,257

Provision for doubtful accounts

 
9,272

 
48,078

 

 
57,350

General and administrative

 
77,113

 
247,693

 
(328
)
 
324,478

Corporate
37,766

 
61

 
47,238

 
(39,842
)
 
45,223

Pre-opening

 

 
9,580

 
(1
)
 
9,579

Development
1,546

 

 

 
(13
)
 
1,533

Depreciation and amortization
6,592

 
41,395

 
205,935

 

 
253,922

Amortization of leasehold interests in land

 

 
9,838

 

 
9,838

Loss on disposal of assets

 
244

 
15,079

 

 
15,323

 
45,904

 
293,011

 
2,011,266

 
(49,674
)
 
2,300,507

Operating income (loss)
(46,084
)
 
70,568

 
686,631

 

 
711,115

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
59

 
48,128

 
8,142

 
(49,951
)
 
6,378

Interest expense, net of amounts capitalized
(2,178
)
 
(28,554
)
 
(85,474
)
 
49,951

 
(66,255
)
Other income

 
979

 
14,486

 

 
15,465

Income from equity investments in subsidiaries
506,016

 
407,133

 

 
(913,149
)
 

Income before income taxes
457,813

 
498,254

 
623,785

 
(913,149
)
 
666,703

Income tax benefit (expense)
54,110

 
(32,706
)
 
(77,069
)
 

 
(55,665
)
Net income
511,923

 
465,548

 
546,716

 
(913,149
)
 
611,038

Net income attributable to noncontrolling interests

 
(894
)
 
(98,221
)
 

 
(99,115
)
Net income attributable to Las Vegas Sands Corp.
$
511,923

 
$
464,654

 
$
448,495

 
$
(913,149
)
 
$
511,923

 

32





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2014

LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Casino
$

 
$
109,790

 
$
3,262,275

 
$

 
$
3,372,065

Rooms

 
135,713

 
264,509

 

 
400,222

Food and beverage

 
59,537

 
143,250

 

 
202,787

Mall

 

 
109,031

 

 
109,031

Convention, retail and other

 
88,410

 
96,442

 
(47,476
)
 
137,376

 

 
393,450

 
3,875,507

 
(47,476
)
 
4,221,481

Less — promotional allowances
(393
)
 
(21,804
)
 
(188,301
)
 
(599
)
 
(211,097
)
Net revenues
(393
)
 
371,646

 
3,687,206

 
(48,075
)
 
4,010,384

Operating expenses:
 
 
 
 
 
 
 
 
 
Casino

 
72,219

 
1,796,239

 
(846
)
 
1,867,612

Rooms

 
36,020

 
28,243

 

 
64,263

Food and beverage

 
28,227

 
73,019

 
(1,077
)
 
100,169

Mall

 

 
17,363

 

 
17,363

Convention, retail and other

 
31,154

 
67,280

 
(7,966
)
 
90,468

Provision for doubtful accounts

 
6,604

 
55,314

 

 
61,918

General and administrative

 
82,025

 
254,733

 
(259
)
 
336,499

Corporate
46,935

 
229

 
41,436

 
(37,923
)
 
50,677

Pre-opening

 
97

 
4,203

 

 
4,300

Development
1,637

 

 
59

 
(4
)
 
1,692

Depreciation and amortization
7,371

 
46,508

 
207,168

 

 
261,047

Amortization of leasehold interests in land

 

 
10,026

 

 
10,026

(Gain) loss on disposal of assets

 
(285
)
 
810

 

 
525

 
55,943

 
302,798

 
2,555,893

 
(48,075
)
 
2,866,559

Operating income (loss)
(56,336
)
 
68,848

 
1,131,313

 

 
1,143,825

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income
25

 
41,456

 
7,017

 
(42,695
)
 
5,803

Interest expense, net of amounts capitalized
(1,562
)
 
(28,475
)
 
(83,784
)
 
42,695

 
(71,126
)
Other expense

 
(1,394
)
 
(3,263
)
 

 
(4,657
)
Loss on modification or early retirement of debt

 

 
(17,964
)
 

 
(17,964
)
Income from equity investments in subsidiaries
800,845

 
703,613

 

 
(1,504,458
)
 

Income before income taxes
742,972

 
784,048

 
1,033,319

 
(1,504,458
)
 
1,055,881

Income tax benefit (expense)
33,213

 
(19,174
)
 
(73,192
)
 

 
(59,153
)
Net income
776,185

 
764,874

 
960,127

 
(1,504,458
)
 
996,728

Net income attributable to noncontrolling interests

 
(597
)
 
(219,946
)
 

 
(220,543
)
Net income attributable to Las Vegas Sands Corp.
$
776,185

 
$
764,277

 
$
740,181

 
$
(1,504,458
)
 
$
776,185

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


33





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2015
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net income
$
511,923

 
$
465,548

 
$
546,716

 
$
(913,149
)
 
$
611,038

Currency translation adjustment, before and after tax
(82,797
)
 
(69,965
)
 
(82,299
)
 
152,762

 
(82,299
)
Total comprehensive income
429,126

 
395,583

 
464,417

 
(760,387
)
 
528,739

Comprehensive income attributable to noncontrolling interests

 
(894
)
 
(98,719
)
 

 
(99,613
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
429,126

 
$
394,689

 
$
365,698

 
$
(760,387
)
 
$
429,126



34





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net income
$
776,185

 
$
764,874

 
$
960,127

 
$
(1,504,458
)
 
$
996,728

Currency translation adjustment, before and after tax
10,848

 
8,883

 
10,223

 
(19,731
)
 
10,223

Total comprehensive income
787,033

 
773,757

 
970,350

 
(1,524,189
)
 
1,006,951

Comprehensive income attributable to noncontrolling interests

 
(597
)
 
(219,321
)
 

 
(219,918
)
Comprehensive income attributable to Las Vegas Sands Corp.
$
787,033

 
$
773,160

 
$
751,029

 
$
(1,524,189
)
 
$
787,033



35





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2015
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net cash generated from operating activities
$
517,360

 
$
887,380

 
$
731,057

 
$
(1,401,502
)
 
$
734,295

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Change in restricted cash and cash equivalents

 

 
(332
)
 

 
(332
)
Capital expenditures
(2,691
)
 
(10,063
)
 
(354,582
)
 

 
(367,336
)
Proceeds from disposal of property and equipment

 
4

 
413

 

 
417

Dividends received from non-restricted subsidiaries

 
746,180

 

 
(746,180
)
 

Repayments of receivable from non-restricted subsidiaries

 
65

 

 
(65
)
 

Capital contributions to subsidiaries

 
(722,180
)
 

 
722,180

 

Net cash generated from (used in) investing activities
(2,691
)
 
14,006

 
(354,501
)
 
(24,065
)
 
(367,251
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
4,553

 

 
1,585

 

 
6,138

Excess tax benefit from stock option exercises
4,335

 

 

 

 
4,335

Dividends paid
(518,877
)
 

 
(308,083
)
 

 
(826,960
)
Distributions to noncontrolling interests

 
(894
)
 
(2,758
)
 

 
(3,652
)
Dividends paid to Las Vegas Sands Corp.

 
(530,595
)
 
(22,728
)
 
553,323

 

Dividends paid to Restricted Subsidiaries

 

 
(1,594,359
)
 
1,594,359

 

Capital contributions received

 

 
722,180

 
(722,180
)
 

Repayments on borrowings from Restricted Subsidiaries

 

 
(65
)
 
65

 

Repayments on 2011 VML credit facility

 

 
(440,416
)
 

 
(440,416
)
Repayments on 2013 U.S. credit facility

 
(165,625
)
 

 

 
(165,625
)
Repayments on 2012 Singapore credit facility

 

 
(17,082
)
 

 
(17,082
)
Repayments on airplane financings
(922
)
 

 

 

 
(922
)
Repayments on HVAC equipment lease and other long-term debt

 
(557
)
 
(348
)
 

 
(905
)
Net cash used in financing activities
(510,911
)
 
(697,671
)
 
(1,662,074
)
 
1,425,567

 
(1,445,089
)
Effect of exchange rate on cash

 

 
(21,809
)
 

 
(21,809
)
Increase (decrease) in cash and cash equivalents
3,758

 
203,715

 
(1,307,327
)
 

 
(1,099,854
)
Cash and cash equivalents at beginning of period
114,125

 
345,399

 
3,046,795

 

 
3,506,319

Cash and cash equivalents at end of period
$
117,883

 
$
549,114

 
$
1,739,468

 
$

 
$
2,406,465



36





LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2014
 
LVSC
(Non-Guarantor
Parent)
 
Restricted
Subsidiaries
 
Non-Restricted
Subsidiaries
 
Consolidating/
Eliminating
Entries
 
Total
Net cash generated from operating activities
$
1,271,347

 
$
836,198

 
$
1,113,983

 
$
(2,088,901
)
 
$
1,132,627

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Change in restricted cash and cash equivalents

 

 
948

 

 
948

Capital expenditures
(10,016
)
 
(15,618
)
 
(226,093
)
 

 
(251,727
)
Proceeds from disposal of property and equipment

 
502

 
39

 

 
541

Dividends received from non-restricted subsidiaries

 
625,300

 

 
(625,300
)
 

Repayments of receivable from non-restricted subsidiaries

 
287

 

 
(287
)
 

Capital contributions to subsidiaries

 
(607,300
)
 

 
607,300

 

Net cash generated from (used in) investing activities
(10,016
)
 
3,171

 
(225,106
)
 
(18,287
)
 
(250,238
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
29,519

 

 
2,596

 

 
32,115

Excess tax benefit from stock option exercises
4,112

 

 

 

 
4,112

Repurchase of common stock
(734,363
)
 

 

 

 
(734,363
)
Dividends paid
(405,681
)
 

 
(509,391
)
 

 
(915,072
)
Distributions to noncontrolling interests

 
(597
)
 
(1,982
)
 

 
(2,579
)
Dividends paid to Las Vegas Sands Corp.

 
(1,331,520
)
 

 
1,331,520

 

Dividends paid to Restricted Subsidiaries

 

 
(1,382,681
)
 
1,382,681

 

Capital contributions received

 

 
607,300

 
(607,300
)
 

Repayments on borrowings from Restricted Subsidiaries

 

 
(287
)
 
287

 

Proceeds from 2011 VML credit facility

 

 
819,725

 

 
819,725

Proceeds from 2013 U.S. credit facility

 
500,000

 

 

 
500,000

Repayments on 2011 VML credit facility

 

 
(819,680
)
 

 
(819,680
)
Repayments on 2013 U.S. credit facility

 
(5,625
)
 

 

 
(5,625
)
Repayments on airplane financings
(922
)
 

 

 

 
(922
)
Repayments on HVAC equipment lease and other long-term debt

 
(600
)
 
(1,236
)
 

 
(1,836
)
Payments of deferred financing costs

 

 
(57,255
)
 

 
(57,255
)
Net cash used in financing activities
(1,107,335
)
 
(838,342
)
 
(1,342,891
)
 
2,107,188

 
(1,181,380
)
Effect of exchange rate on cash

 

 
1,979

 

 
1,979

Increase (decrease) in cash and cash equivalents
153,996

 
1,027

 
(452,035
)
 

 
(297,012
)
Cash and cash equivalents at beginning of period
50,180

 
315,489

 
3,234,745

 

 
3,600,414

Cash and cash equivalents at end of period
$
204,176

 
$
316,516

 
$
2,782,710

 
$

 
$
3,303,402



37


LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “—Special Note Regarding Forward-Looking Statements.”
Operations
We view each of our casino properties as an operating segment. Our operating segments in the Macao Special Administrative Region (“Macao”) of the People’s Republic of China consist of The Venetian Macao Resort Hotel (“The Venetian Macao”); Sands Cotai Central; the Four Seasons Hotel Macao, Cotai Strip and the Plaza Casino (collectively, the “Four Seasons Macao”); the Sands Macao; and other ancillary operations in that region (“Other Asia”). Our operating segment in Singapore is the Marina Bay Sands. Our operating segments in the United States consist of The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), The Palazzo Resort Hotel Casino (“The Palazzo”) and the Sands Casino Resort Bethlehem (the “Sands Bethlehem”). The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into 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.
Macao
We own 70.1% of Sands China Ltd. (“SCL”), which includes the operations of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties. We operate the gaming areas within these properties pursuant to a 20-year gaming subconcession agreement, which expires in June 2022.
We own and operate The Venetian Macao, which anchors the Cotai Strip, our master-planned development of integrated resort properties on an area of approximately 140 acres in Macao. The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 376,000 square feet of gaming space; a 15,000-seat arena; an 1,800-seat theater; a mall with retail and dining space of approximately 925,000 square feet; and a convention center and meeting room complex of approximately 1.2 million square feet. Approximately 81.8% and 87.5% of the gross revenue at The Venetian Macao for the three months ended March 31, 2015 and 2014, respectively, was derived from gaming activities, with the remainder derived from room, mall, food and beverage and other non-gaming sources.
We own the Sands Cotai Central, an integrated resort situated across the street from The Venetian Macao and Four Seasons Macao (which is further described below). The Sands Cotai Central opened in phases, beginning in April 2012. The property currently features three hotel towers: the first hotel tower, consisting of approximately 600 five-star rooms and suites under the Conrad brand and approximately 1,200 four-star rooms and suites under the Holiday Inn brand; the second hotel tower, consisting of approximately 1,800 rooms and suites under the Sheraton brand; and the third hotel tower, consisting of approximately 2,100 rooms and suites under the Sheraton brand. Within Sands Cotai Central, we also own and currently operate approximately 370,000 square feet of gaming space, approximately 350,000 square feet of meeting space and approximately 330,000 square feet of retail space, as well as entertainment and dining facilities. We have begun construction activities on the remaining phase of the project, which will include a fourth hotel and mixed-use tower under the St. Regis brand. The total cost to complete the remaining phase of the project is expected to be approximately $460 million. Upon completion of the project, the integrated resort will feature approximately 370,000 square feet of gaming space, approximately 800,000 square feet of retail, dining and entertainment space, over 550,000 square feet of meeting facilities and a multipurpose theater (to open in mid-2015). As of March 31, 2015, we have capitalized costs of $4.58 billion for the entire project, including the land premium (net of amortization) and $67.6 million in outstanding construction payables. Approximately 80.4% and 85.4% of the gross revenue at Sands Cotai

38


Central for the three months ended March 31, 2015 and 2014, respectively, was derived from gaming activities, with the remainder derived primarily from room and food and beverage operations.
We own the Four Seasons Macao, which is adjacent and connected to The Venetian Macao. The Four Seasons Macao is an integrated resort that includes 360 rooms and suites under the Four Seasons brand and features 19 Paiza mansions; approximately 105,000 square feet of gaming space; retail space of approximately 258,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities operated by us. This integrated resort will also feature the Four Seasons Apartment Hotel Macao, Cotai Strip (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas. We have completed the structural work of the tower and are advancing our plans to monetize units within the Four Seasons Apartments. Approximately 72.3% and 88.3% of the gross revenue at the Four Seasons Macao for the three months ended March 31, 2015 and 2014, respectively, was derived from gaming activities, with the remainder derived primarily from mall, room and food and beverage operations.
We own and operate the Sands Macao, the first Las Vegas-style casino in Macao. The Sands Macao includes approximately 241,000 square feet of gaming space; a 289-suite hotel tower; several restaurants; VIP facilities; a theater and other high-end services and amenities. Approximately 92.7% and 93.9% of the gross revenue at the Sands Macao for the three months ended March 31, 2015 and 2014, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage operations.
Singapore
We own and operate the Marina Bay Sands in Singapore, which features three 55-story hotel towers (totaling approximately 2,600 rooms and suites), the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options), approximately 160,000 square feet of gaming space, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.2 million square feet, theaters and a landmark iconic structure at the bay-front promenade that contains an art/science museum. Approximately 75.8% and 76.6% of the gross revenue at the Marina Bay Sands for the three months ended March 31, 2015 and 2014, respectively, was derived from gaming activities, with the remainder derived from room, food and beverage, mall and other non-gaming sources.
United States
Las Vegas
Our Las Vegas Operating Properties, situated on or near the Las Vegas Strip, consist of The Venetian Las Vegas, a Renaissance Venice-themed resort; The Palazzo, a resort featuring modern European ambience and design; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and approximately 225,000 square feet of gaming space. Our Las Vegas Operating Properties also feature a meeting and conference facility of approximately 1.1 million square feet; Canyon Ranch SpaClub facilities; a Paiza Club, offering services and amenities to premium customers, including luxurious VIP suites, spa facilities and private VIP gaming room facilities; entertainment facilities; and the Grand Canal Shoppes, which consist of two enclosed retail, dining and entertainment complexes that were sold to GGP Limited Partnership (“GGP”). See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Property and Equipment, Net.”
Approximately 72.0% and 72.9% of gross revenue at our Las Vegas Operating Properties for the three months ended March 31, 2015 and 2014, respectively, was derived from room, food and beverage and other non-gaming sources, with the remainder derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort’s emphasis on the group convention and trade show business.
Pennsylvania
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. Sands Bethlehem features approximately 145,000 square

39


feet of gaming space; a 300-room hotel tower; a 150,000-square-foot retail facility; an arts and cultural center; and a 50,000-square-foot multipurpose event center. We own 86% of the economic interest in the gaming, hotel and entertainment portion of the property through our ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest in the retail portion of the property through our ownership interest in Sands Bethworks Retail LLC. Approximately 88.3% and 88.6% of the gross revenue at Sands Bethlehem for the three months ended March 31, 2015 and 2014, respectively, was derived from gaming activities, with the remainder derived primarily from food and beverage and other non-gaming sources.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2014 Annual Report on Form 10-K filed on February 27, 2015.
There were no newly identified significant accounting estimates during the three months ended March 31, 2015, nor were there any material changes to the critical accounting policies and estimates discussed in our 2014 Annual Report.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”
Summary Financial Results
The following table summarizes our results of operations:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
Percent
Change
 
 
(Dollars in thousands)
Net revenues
 
$
3,011,622

 
$
4,010,384

 
(24.9
)%
Operating expenses
 
2,300,507

 
2,866,559

 
(19.7
)%
Operating income
 
711,115

 
1,143,825

 
(37.8
)%
Income before income taxes
 
666,703

 
1,055,881

 
(36.9
)%
Net income
 
611,038

 
996,728

 
(38.7
)%
Net income attributable to Las Vegas Sands Corp.
 
511,923

 
776,185

 
(34.0
)%
 
 
 
Percent of Net Revenues
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Operating expenses
 
76.4
%
 
71.5
%
Operating income
 
23.6
%
 
28.5
%
Income before income taxes
 
22.1
%
 
26.3
%
Net income
 
20.3
%
 
24.9
%
Net income attributable to Las Vegas Sands Corp.
 
17.0
%
 
19.4
%

40


Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands 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 our gaming volume. Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups, consistent with the Macao and Singapore markets’ convention: Rolling Chip play (all VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost are substantially higher than the amounts dropped. Slot handle (“handle”), also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our current 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 (calculated before discounts) of 24.9%, 21.3%, 22.5%, 18.4% and 25.6% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 4.7%, 3.4%, 5.4%, 3.6% and 4.8% at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 22.9% and 31.7%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2015.
Casino revenue measurements for the U.S.: The volume measurements in the U.S. are table games drop and slot handle, as previously described. We view table games win as a percentage of drop and slot hold as a percentage of handle. Based upon our current mix of table games, our table games are expected to produce a win percentage (calculated before discounts) of 21% to 29% for Baccarat and 16% to 20% for non-Baccarat. Table games at Sands Bethlehem have produced a trailing 12-month win percentage of 17.1%. Our slot machines have produced a trailing 12-month hold percentage (calculated before slot club cash incentives) of 8.0% and 7.0% at our Las Vegas Operating Properties and at Sands Bethlehem, respectively. Actual win may vary from our expected win percentage and the trailing 12-month win and hold percentages. As in Macao and Singapore, slot machine play is generally conducted on a cash basis. Approximately 68.4% of our table games play at our Las Vegas Operating Properties, for the three months ended March 31, 2015, was conducted on a credit basis, while our table games play at Sands Bethlehem was primarily conducted on a cash basis.
Hotel revenue measurements: Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis. Complimentary room rates are determined based on an analysis of retail (or cash) room rates by customer segment and type of room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.

41


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.
Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014
Operating Revenues
Our net revenues consisted of the following:
 
Three Months Ended March 31,
 
2015
 
2014
 
Percent
Change
 
(Dollars in thousands)
Casino
$
2,376,688

 
$
3,372,065

 
(29.5
)%
Rooms
371,413

 
400,222

 
(7.2
)%
Food and beverage
189,411

 
202,787

 
(6.6
)%
Mall
127,814

 
109,031

 
17.2
 %
Convention, retail and other
134,137

 
137,376

 
(2.4
)%
 
3,199,463

 
4,221,481

 
(24.2
)%
Less — promotional allowances
(187,841
)
 
(211,097
)
 
11.0
 %
Total net revenues
$
3,011,622

 
$
4,010,384

 
(24.9
)%
Consolidated net revenues were $3.01 billion for the three months ended March 31, 2015, a decrease of $998.8 million compared to $4.01 billion for the three months ended March 31, 2014. The decrease in net revenues was driven by a $950.6 million decrease at our Macao operating properties, primarily due to decreased casino revenues.

42


Casino revenues decreased $995.4 million compared to the three months ended March 31, 2014. The decrease is primarily attributable to decreases of $958.6 million at our Macao operating properties and $48.5 million at Marina Bay Sands, driven by decreases in Rolling Chip volume as demand has decreased in the VIP market. The following table summarizes the results of our casino activity:
 
Three Months Ended March 31,
 
2015
 
2014
 
Change
 
(Dollars in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total casino revenues
$
676,914

 
$
1,075,668

 
(37.1)%

Non-Rolling Chip drop
$
1,868,018

 
$
2,410,228

 
(22.5)%

Non-Rolling Chip win percentage
25.0
%
 
26.1
%
 
(1.1) pts

Rolling Chip volume
$
8,518,038

 
$
15,315,408

 
(44.4)%

Rolling Chip win percentage
2.83
%
 
3.49
%
 
(0.66) pts

Slot handle
$
1,062,476

 
$
1,452,385

 
(26.8)%

Slot hold percentage
4.9
%
 
5.1
%
 
(0.2) pts

Sands Cotai Central
 
 
 
 
 
Total casino revenues
$
493,023

 
$
750,329

 
(34.3)%

Non-Rolling Chip drop
$
1,645,066

 
$
1,800,669

 
(8.6)%

Non-Rolling Chip win percentage
20.8
%
 
22.9
%
 
(2.1) pts

Rolling Chip volume
$
6,082,952

 
$
15,505,304

 
(60.8)%

Rolling Chip win percentage
2.76
%
 
2.83
%
 
(0.07) pts

Slot handle
$
1,643,766

 
$
1,821,440

 
(9.8)%

Slot hold percentage
3.2
%
 
3.7
%
 
(0.5) pts

Four Seasons Macao
 
 
 
 
 
Total casino revenues
$
125,397

 
$
340,190

 
(63.1)%

Non-Rolling Chip drop
$
228,964

 
$
351,964

 
(34.9)%

Non-Rolling Chip win percentage
23.1
%
 
28.4
%
 
(5.3) pts

Rolling Chip volume
$
3,962,573

 
$
9,193,662

 
(56.9)%

Rolling Chip win percentage
2.81
%
 
3.62
%
 
(0.81) pts

Slot handle
$
133,923

 
$
289,789

 
(53.8)%

Slot hold percentage
4.8
%
 
4.3
%
 
0.5 pts

Sands Macao
 
 
 
 
 
Total casino revenues
$
218,821

 
$
306,607

 
(28.6)%

Non-Rolling Chip drop
$
789,909

 
$
1,091,913

 
(27.7)%

Non-Rolling Chip win percentage
19.1
%
 
18.0
%
 
1.1 pts

Rolling Chip volume
$
2,526,188

 
$
5,380,539

 
(53.0)%

Rolling Chip win percentage
2.86
%
 
2.59
%
 
0.27 pts

Slot handle
$
707,077

 
$
803,221

 
(12.0)%

Slot hold percentage
3.5
%
 
3.8
%
 
(0.3) pts

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total casino revenues
$
631,928

 
$
680,445

 
(7.1)%

Non-Rolling Chip drop
$
1,108,749

 
$
1,157,352

 
(4.2)%

Non-Rolling Chip win percentage
25.3
%
 
23.4
%
 
1.9 pts

Rolling Chip volume
$
10,089,956

 
$
12,941,483

 
(22.0)%

Rolling Chip win percentage
3.41
%
 
3.41
%
 

Slot handle
$
3,084,269

 
$
3,049,975

 
1.1%

Slot hold percentage
4.6
%
 
4.8
%
 
(0.2) pts

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total casino revenues
$
111,787

 
$
109,790

 
1.8%

Table games drop
$
533,053

 
$
518,535

 
2.8%

Table games win percentage
16.6
%
 
17.1
%
 
(0.5) pts

Slot handle
$
578,548

 
$
473,154

 
22.3%

Slot hold percentage
7.6
%
 
8.6
%
 
(1.0) pts

Sands Bethlehem
 
 
 
 
 
Total casino revenues
$
118,818

 
$
109,036

 
9.0%

Table games drop
$
263,415

 
$
247,590

 
6.4%

Table games win percentage
17.3
%
 
16.1
%
 
1.2 pts

Slot handle
$
1,005,167

 
$
948,510

 
6.0%

Slot hold percentage
7.1
%
 
7.1
%
 



43


In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
Room revenues decreased $28.8 million compared to the three months ended March 31, 2014. The decrease is primarily due to decreases of $16.8 million at our Macao operating properties and $7.5 million at Marina Bay Sands, driven by decreases in occupancy. The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis. The following table summarizes the results of our room activity:
 
Three Months Ended March 31,
 
2015
 
2014
 
Change
 
(Room revenues in thousands)
Macao Operations:
 
 
 
 
 
The Venetian Macao
 
 
 
 
 
Total room revenues
$
59,601

 
$
65,305

 
(8.7)%

Occupancy rate
85.8
%
 
94.4
%
 
(8.6) pts

Average daily room rate
$
270

 
$
267

 
1.1%

Revenue per available room
$
232

 
$
252

 
(7.9)%

Sands Cotai Central
 
 
 
 
 
Total room revenues
$
71,932

 
$
79,446

 
(9.5)%

Occupancy rate
81.5
%
 
88.8
%
 
(7.3) pts

Average daily room rate
$
173

 
$
177

 
(2.3)%

Revenue per available room
$
141

 
$
157

 
(10.2)%

Four Seasons Macao
 
 
 
 
 
Total room revenues
$
10,675

 
$
12,631

 
(15.5)%

Occupancy rate
77.0
%
 
87.1
%
 
(10.1) pts

Average daily room rate
$
410

 
$
429

 
(4.4)%

Revenue per available room
$
316

 
$
373

 
(15.3)%

Sands Macao
 
 
 
 
 
Total room revenues
$
5,615

 
$
7,261

 
(22.7)%

Occupancy rate
98.4
%
 
96.7
%
 
1.7 pts

Average daily room rate
$
226

 
$
292

 
(22.6)%

Revenue per available room
$
222

 
$
283

 
(21.6)%

Singapore Operations:
 
 
 
 
 
Marina Bay Sands
 
 
 
 
 
Total room revenues
$
89,614

 
$
97,129

 
(7.7)%

Occupancy rate
94.8
%
 
99.3
%
 
(4.5) pts

Average daily room rate
$
414

 
$
428

 
(3.3)%

Revenue per available room
$
393

 
$
425

 
(7.5)%

U.S. Operations:
 
 
 
 
 
Las Vegas Operating Properties
 
 
 
 
 
Total room revenues
$
130,557

 
$
135,713

 
(3.8)%

Occupancy rate
86.2
%
 
88.9
%
 
(2.7) pts

Average daily room rate
$
244

 
$
241

 
1.2%

Revenue per available room
$
210

 
$
214

 
(1.9)%

Sands Bethlehem
 
 
 
 
 
Total room revenues
$
3,419

 
$
2,737

 
24.9%

Occupancy rate
84.5
%
 
68.8
%
 
15.7 pts

Average daily room rate
$
149

 
$
146

 
2.1%

Revenue per available room
$
126

 
$
101

 
24.8%

Food and beverage revenues decreased $13.4 million compared to the three months ended March 31, 2014. The decrease was primarily due to a $9.2 million decrease at our Macao operating properties, driven by a decrease in property visitation.

44


Mall revenues increased $18.8 million compared to the three months ended March 31, 2014. The increase was primarily due to a $17.5 million increase at our Macao operating properties, driven by an increase in base rents. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our mall activity:
 
Three Months Ended March 31,
 
2015
 
2014
 
Change
 
(Mall revenues in thousands)
Macao Operations:
 
 
 
 
 
Shoppes at Venetian
 
 
 
 
 
Total mall revenues
$
44,215

 
$
38,140

 
15.9%

Mall gross leasable area (in square feet)
780,754

 
755,876

 
3.3%

Occupancy
96.6
%
 
96.0
%
 
0.6 pts

Base rent per square foot
$
209

 
$
186

 
12.4%

Tenant sales per square foot
$
1,636

 
$
1,535

 
6.6%

Shoppes at Cotai Central(1)
 
 
 
 
 
Total mall revenues
$
13,402

 
$
8,720

 
53.7%

Mall gross leasable area (in square feet)
331,327

 
210,191

 
57.6%

Occupancy
98.0
%
 
99.9
%
 
(1.9) pts

Base rent per square foot
$
137

 
$
121

 
13.2%

Tenant sales per square foot
$
1,407

 
$
1,365

 
3.1%

Shoppes at Four Seasons
 
 
 
 
 
Total mall revenues
$
29,746

 
$
23,025

 
29.2%

Mall gross leasable area (in square feet)
257,467

 
242,469

 
6.2%

Occupancy
100.0
%
 
84.1
%
 
15.9 pts

Base rent per square foot
$
418

 
$
363

 
15.2%

Tenant sales per square foot
$
5,246

 
$
5,359

 
(2.1)%

Singapore Operations:
 
 
 
 
 
The Shoppes at Marina Bay Sands
 
 
 
 
 
Total mall revenues
$
39,819

 
$
38,515

 
3.4%

Mall gross leasable area (in square feet)
644,203

 
650,083

 
(0.9)%

Occupancy
95.6
%
 
88.1
%
 
7.5 pts

Base rent per square foot
$
214

 
$
213

 
0.5%

Tenant sales per square foot
$
1,409

 
$
1,544

 
(8.7)%

U.S. Operations:
 
 
 
 
 
The Outlets at Sands Bethlehem
 
 
 
 
 
Total mall revenues
$
632

 
$
631

 
0.2%

Mall gross leasable area (in square feet)
151,029

 
134,830

 
12.0%

Occupancy
94.3
%
 
93.6
%
 
0.7 pts

Base rent per square foot
$
21

 
$
22

 
(4.5)%

Tenant sales per square foot
$
369

 
$
411

 
(10.2)%

__________________________
(1)
The third phase of the Shoppes at Cotai Central opened in June 2014. At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.



45


Operating Expenses

The breakdown of operating expenses is as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
Percent
Change
 
(Dollars in thousands)
Casino
$
1,334,829

 
$
1,867,612

 
(28.5
)%
Rooms
65,791

 
64,263

 
2.4
 %
Food and beverage
99,247

 
100,169

 
(0.9
)%
Mall
15,137

 
17,363

 
(12.8
)%
Convention, retail and other
68,257

 
90,468

 
(24.6
)%
Provision for doubtful accounts
57,350

 
61,918

 
(7.4
)%
General and administrative
324,478

 
336,499

 
(3.6
)%
Corporate
45,223

 
50,677

 
(10.8
)%
Pre-opening
9,579

 
4,300

 
122.8
 %
Development
1,533

 
1,692

 
(9.4
)%
Depreciation and amortization
253,922

 
261,047

 
(2.7
)%
Amortization of leasehold interests in land
9,838

 
10,026

 
(1.9
)%
Loss on disposal of assets
15,323

 
525

 
N.M.

Total operating expenses
$
2,300,507

 
$
2,866,559

 
(19.7
)%
______________
N.M. - Not meaningful
Operating expenses were $2.30 billion for the three months ended March 31, 2015, a decrease of $566.1 million compared to $2.87 billion for the three months ended March 31, 2014. The decrease in operating expenses was primarily due to a decrease in casino expenses at our Macao operating properties.
Casino expenses decreased $532.8 million compared to the three months ended March 31, 2014. Of the decrease, $477.7 million was due to the 39.0% gross win tax on decreased casino revenues at our Macao operating properties. Additionally, there was a decrease of $57.9 million in other casino related expenses at our Macao operating properties.
Convention, retail and other expenses decreased $22.2 million compared to the three months ended March 31, 2014. The decrease was primarily due to decreases of $14.3 million and $7.4 million at The Venetian Macao and our Las Vegas Operating Properties, respectively, driven by a decrease in entertainment expenses.
The provision for doubtful accounts was $57.4 million for the three months ended March 31, 2015, compared to $61.9 million for the three months ended March 31, 2014. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses for the three months ended March 31, 2015, primarily related to activities at The Parisian Macao. Development expenses include the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are also expensed as incurred.
The loss on disposal of assets of $15.3 million for the three months ended March 31, 2015, primarily related to dispositions at our Macao operating properties.

46


Adjusted Property EBITDA
Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments. Adjusted property EBITDA is net income before intersegment royalty fees, stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, loss on disposal of assets, interest, other income (expense), loss on modification or early retirement of debt and income taxes. The following table summarizes information related to our segments (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 10 — Segment Information” for discussion of our operating segments and a reconciliation of adjusted property EBITDA to net income):
 
Three Months Ended March 31,
 
2015
 
2014
 
Percent
Change
 
(Dollars in thousands)
Macao:
 
 
 
 
 
The Venetian Macao
$
269,942

 
$
470,084

 
(42.6
)%
Sands Cotai Central
155,910

 
265,206

 
(41.2
)%
Four Seasons Macao
44,472

 
113,041

 
(60.7
)%
Sands Macao
57,378

 
91,438

 
(37.2
)%
Other Asia
3,532

 
(1,414
)
 
N.M.

 
531,234

 
938,355

 
(43.4
)%
Marina Bay Sands
415,272

 
435,161

 
(4.6
)%
United States:
 
 
 
 
 
Las Vegas Operating Properties
74,109

 
79,652

 
(7.0
)%
Sands Bethlehem
29,893

 
26,531

 
12.7
 %
 
104,002

 
106,183

 
(2.1
)%
Total adjusted property EBITDA
$
1,050,508

 
$
1,479,699

 
(29.0
)%
______________
N.M. - Not meaningful
 
Adjusted property EBITDA at our Macao operations decreased $407.1 million compared to the three months ended March 31, 2014. As previously described, the decrease was primarily due to the decrease in casino operations at our Macao operating properties, driven by decreased demand in the VIP market.
Adjusted property EBITDA at Marina Bay Sands decreased $19.9 million compared to the three months ended March 31, 2014. As previously described, the decrease was primarily due to the decrease in casino operations, driven by decreased demand in the VIP market.
Adjusted property EBITDA at our Las Vegas Operating Properties decreased $5.5 million compared to the three months ended March 31, 2014. The decrease was primarily due to a $8.2 million decrease in net revenues (excluding intersegment royalty revenue), driven by a decrease in rooms revenue.
Adjusted property EBITDA at Sands Bethlehem increased $3.4 million compared to the three months ended March 31, 2014. The increase was primarily due to a $10.5 million increase in net revenues, driven by an increase in casino revenues, partially offset by increases in the associated operating expenses.

47


Interest Expense
The following table summarizes information related to interest expense:
 
Three Months Ended March 31,
 
2015
 
2014
 
(Dollars in thousands)
Interest cost (which includes the amortization of deferred financing costs and original issue discount)
$
66,614

 
$
69,076

Add — imputed interest on deferred proceeds from sale of The Shoppes at The Palazzo
3,798

 
3,797

Less — capitalized interest
(4,157
)
 
(1,747
)
Interest expense, net
$
66,255

 
$
71,126

Cash paid for interest
$
55,442

 
$
59,582

Weighted average total debt balance
$
9,842,433

 
$
10,012,530

Weighted average interest rate
2.7
%
 
2.8
%
Interest cost decreased $2.5 million compared to the three months ended March 31, 2014, due to decreases in our weighted average debt balance and weighted average interest rate. Capitalized interest increased $2.4 million compared to the three months ended March 31, 2014, primarily due to the construction of The Parisian Macao.
Other Factors Effecting Earnings
Other income was $15.5 million for the three months ended March 31, 2015, compared to other expense of $4.7 million for the three months ended March 31, 2014. The amounts in both periods were primarily due to foreign exchange gains and losses.
The loss on modification or early retirement of debt of $18.0 million for the three months ended March 31, 2014, was related to the refinancing of our 2011 VML Credit Facility in March 2014.
Our effective income tax rate was 8.3% for the three months ended March 31, 2015, compared to 5.6% for the three months ended March 31, 2014. The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao, effective through the end of 2018. We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.S. and certain foreign jurisdictions; however, to the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that these deferred tax assets or a portion thereof are realizable, we will reduce the valuation allowances in the period such determination is made.
The net income attributable to our noncontrolling interests was $99.1 million for the three months ended March 31, 2015, compared to $220.5 million for the three months ended March 31, 2014. These amounts are primarily related to the noncontrolling interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our integrated resorts at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and Sands Bethlehem. Management believes 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.
Our malls are designed to complement our other unique amenities and service offerings provided by our integrated resorts. Our strategy is to seek out desirable tenants that appeal to our customers and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, management fees and reimbursements for common area maintenance (“CAM”) and other expenditures.

48


The following tables summarize the results of our mall operations for the three months ended March 31, 2015 and 2014 (in thousands):
 
Shoppes at
Venetian
 
Shoppes at
Four Seasons
 
Shoppes at
Cotai Central
 
The Shoppes 
at Marina Bay
Sands
 
The Outlets 
at Sands
Bethlehem(1)
 
Total
For the three months ended March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents(2)
$
36,172

 
$
27,373

 
$
9,847

 
$
30,297

 
$
478

 
$
104,167

Overage rents
1,071

 
158

 
401

 
2,612

 
154

 
4,396

CAM, levies and management fees
6,972

 
2,215

 
3,154

 
6,910

 

 
19,251

Total mall revenues
44,215

 
29,746

 
13,402

 
39,819

 
632

 
127,814

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
3,649

 
1,336

 
1,525

 
6,034

 
293

 
12,837

Management fees and other direct operating expenses
1,362

 
248

 
644

 
(55
)
 
101

 
2,300

Mall operating expenses
5,011

 
1,584

 
2,169

 
5,979

 
394

 
15,137

Property taxes

 

 

 
1,097

 
323

 
1,420

Provision for (recovery of) doubtful accounts
2

 
(86
)
 
106

 
(16
)
 

 
6

Mall-related expenses(3)
5,013

 
1,498

 
2,275

 
7,060

 
717

 
16,563

For the three months ended March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Mall revenues:
 
 
 
 
 
 
 
 
 
 
 
Minimum rents(2)
$
31,300

 
$
19,779

 
$
5,934

 
$
29,025

 
$
390

 
$
86,428

Overage rents
341

 
1,495

 
372

 
2,487

 
241

 
4,936

CAM, levies and management fees
6,499

 
1,751

 
2,414

 
7,003

 

 
17,667

Total mall revenues
38,140

 
23,025

 
8,720

 
38,515

 
631

 
109,031

Mall operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Common area maintenance
3,968

 
1,231

 
1,380

 
5,962

 
314

 
12,855

Management fees and other direct operating expenses
1,858

 
454

 
333

 
1,749

 
114

 
4,508

Mall operating expenses
5,826

 
1,685

 
1,713

 
7,711

 
428

 
17,363

Property taxes(4)
1,114

 

 

 
1,757

 
271

 
3,142

Provision for (recovery of) doubtful accounts
139

 
78

 
(21
)
 
258

 

 
454

Mall-related expenses(3)
7,079

 
1,763

 
1,692

 
9,726

 
699

 
20,959

____________________
(1)
Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
(2)
Minimum rents include base rents and straight-line adjustments of base rents.
(3)
Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for (recovery of) doubtful accounts, but excludes depreciation and amortization and general and administrative costs.
(4)
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. This property tax exemption expired in August 2013 for The Venetian Macao; however, we received an additional six-year property tax exemption in May 2014.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

49


In the tables above, we believe that taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
Development Projects
Macao
We submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao. The Parisian Macao is intended to include a gaming area (to be operated under our gaming subconcession), a hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities. We have commenced construction and expect the cost to design, develop and construct The Parisian Macao to be approximately $2.7 billion, inclusive of payments made for the land premium. As with projects of this nature, we will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in the second half of 2016, subject to Macao government approval. We have capitalized costs of $970.9 million, including the land premium (net of amortization) and $93.5 million in outstanding construction payables, as of March 31, 2015. In addition, we will be completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macao government.
As of March 31, 2015, we have capitalized an aggregate of $10.13 billion in construction costs and land premiums (net of amortization) for our Cotai Strip developments, which include The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao, as well as our investments in transportation infrastructure, including our passenger ferry service operations.
Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law. We have received land concessions from the Macao government to build on the sites on which The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao 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 for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.
Under our land concession for The Parisian Macao, we are required to complete the development by April 2016. The land concession for Sands Cotai Central contains a similar requirement that the development be completed by December 2016. We have applied for an extension from the Macao government to complete The Parisian Macao, as we believe we will be unable to meet the April 2016 deadline. Should we determine that we are unable to complete Sands Cotai Central by December 2016, we would then also expect to apply for another extension from the Macao government. If we are unable to meet the Sands Cotai Central deadline and the deadlines for either development are not extended, we could lose our land concessions for The Parisian Macao 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 $970.9 million or $4.58 billion in capitalized construction costs and land premiums (net of amortization), as of March 31, 2015, related to The Parisian Macao and Sands Cotai Central, respectively.
United States
We were constructing a high-rise residential condominium tower (the “Las Vegas Condo Tower”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We intend to recommence construction when demand and conditions improve. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty. Should demand and conditions fail to improve or management decides to abandon the project, we could record a charge for some portion of the $178.6 million in capitalized construction costs as of March 31, 2015.
Other
We continue to aggressively pursue new development opportunities globally.

50


Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
 
Three Months Ended March 31,
 
2015
 
2014
 
(In thousands)
Net cash generated from operating activities
$
734,295

 
$
1,132,627

Cash flows from investing activities:
 
 
 
Change in restricted cash and cash equivalents
(332
)
 
948

Capital expenditures
(367,336
)
 
(251,727
)
Proceeds from disposal of property and equipment
417

 
541

Net cash used in investing activities
(367,251
)
 
(250,238
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
6,138

 
32,115

Excess tax benefits from stock-based compensation
4,335

 
4,112

Repurchase of common stock

 
(734,363
)
Dividends paid
(826,960
)
 
(915,072
)
Distributions to noncontrolling interests
(3,652
)
 
(2,579
)
Proceeds from long-term debt

 
1,319,725

Repayments on long-term debt
(624,950
)
 
(828,063
)
Payments of deferred financing costs

 
(57,255
)
Net cash used in financing activities
(1,445,089
)
 
(1,181,380
)
Effect of exchange rate on cash
(21,809
)
 
1,979

Decrease in cash and cash equivalents
$
(1,099,854
)
 
$
(297,012
)
Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis. Slot machine play is primarily conducted on a cash basis. The retail hotel rooms business is generally conducted on a cash basis, the group hotel rooms business is conducted on a cash and credit basis, and banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash generated from operating activities for the three months ended March 31, 2015, decreased $398.3 million compared to the three months ended March 31, 2014. The decrease was primarily attributable to the decrease in operating cash flows generated from our Macao operations.
Cash Flows — Investing Activities
Capital expenditures for the three months ended March 31, 2015, totaled $367.3 million, including $326.5 million for construction and development activities in Macao, which consisted primarily of $163.5 million for The Parisian Macao and $123.4 million for Sands Cotai Central; $23.5 million in Singapore; $11.6 million at our Las Vegas Operating Properties; and $5.7 million for corporate and other activities.
Cash Flows — Financing Activities
Net cash flows used in financing activities were $1.45 billion for the three months ended March 31, 2015, which was primarily attributable to $827.0 million in dividend payments and repayments of $440.4 million and $165.6 million on our 2011 VML Revolving Facility and 2013 U.S. Revolving Facility, respectively.
As of March 31, 2015, we had $2.36 billion available for borrowing under our U.S., Macao and Singapore credit facilities, net of outstanding letters of credit.

51


Capital Financing Overview
Through March 31, 2015, we have funded our development projects primarily through borrowings under our U.S., Macao and Singapore credit facilities, operating cash flows, proceeds from our equity offerings and proceeds from the disposition of non-core assets.
Our U.S., Macao and Singapore credit facilities contain various financial covenants. The U.S. credit facility requires our Las Vegas operations to comply with a financial covenant at the end of each quarter to the extent that any revolving loans or certain letters of credit are outstanding. This financial covenant requires our Las Vegas operations to maintain a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 5.5x for all quarterly periods through maturity. We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio. Our Macao credit facility, which was amended in March 2014, also requires our Macao operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ending March 31 through September 30, 2015, decreases to 4.0x for the quarterly periods ending December 31, 2015 through March 31, 2017, and then decreases to, and remains at, 3.5x for all quarterly periods thereafter through maturity. Our Singapore credit facility, which was amended in August 2014, requires operations of Marina Bay Sands to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 3.5x for the quarterly periods ending March 31, 2015 through September 30, 2019, and then decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity. As of March 31, 2015, our U.S., Macao and Singapore leverage ratios were 0.8x, 1.0x and 2.2x, respectively, compared to the maximum leverage ratios allowed of 5.5x, 4.5x and 3.5x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities. A default under the U.S. credit facility would trigger a cross-default under our airplane financings. Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $2.41 billion and restricted cash and cash equivalents of approximately $6.9 million as of March 31, 2015, of which approximately $1.68 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.68 billion, approximately $1.30 billion is available to be repatriated to the U.S. with minimal taxes owed on such amounts due to the significant foreign taxes we paid, which would ultimately generate U.S. foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of our credit facilities. We may elect to arrange additional financing to fund the balance of our Cotai Strip developments. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.
During the three months ended March 31, 2015, we made repayments of $440.4 million and $165.6 million on our 2011 VML and 2013 U.S. Revolving Facilities, respectively. In April 2015, we entered into a joinder agreement (the "Joinder Agreement") to the 2011 VML Credit Facility. Under the Joinder Agreement, certain lenders have agreed to provide term loan commitments of $1.0 billion (the "2011 VML Accordion Term"), which was funded on April 30, 2015 (see “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 3 — Long-term Debt — 2011 VML Credit Facility”).
On February 27, 2015, SCL paid a dividend of 0.99 Hong Kong dollars ("HKD") per share to SCL shareholders (a total of $1.03 billion, of which we retained $722.4 million during the three months ended March 31, 2015). On March 31, 2015, we paid a dividend of $0.65 per common share as part of a regular cash dividend program. During the three months ended March 31, 2015, we recorded $519.1 million as a distribution against retained earnings (of which $280.6 million related to our Principal Stockholder’s family and the remaining $238.5 million related to all other shareholders). In April 2015, our Board of Directors declared a quarterly dividend of $0.65 per common share (a total

52


estimated to be approximately $519 million) to be paid on June 30, 2015, to shareholders of record on June 22, 2015. We expect this level of dividend to continue quarterly through the remainder of 2015.
In June 2013, our Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expires in June 2015, but was substantially completed during the year ended December 31, 2014. In October 2014, our Board of Directors authorized the repurchase of an additional $2.0 billion of our outstanding common stock, which expires in October 2016. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions. During the three months ended March 31, 2015, there were no share repurchases under this program. All share repurchases of our common stock have been recorded as treasury stock.

Aggregate Indebtedness and Other Known Contractual Obligations
As of March 31, 2015, there had been no material changes to our aggregated indebtedness and other known contractual obligations, which are set forth in the table included in our Annual Report on Form 10-K for the year ended December 31, 2014, with the exception of the following:
repayments of $440.4 million on our Extended 2011 VML Revolving Facility (which would have matured in March 2020 with no interim amortization); and
repayments of $165.6 million on our 2013 U.S. Revolving Facility (which would have matured in December 2018 with no interim amortization).
Restrictions on Distributions
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of our U.S., Macao and Singapore subsidiaries contain certain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders.
Inflation
We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past year.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or management, are intended to identify forward-looking statements. Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. These forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:
general economic and business conditions in the U.S. and internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall sales;
our leverage, debt service and debt covenant compliance, including the pledge of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness;

53


disruptions in the global financing markets and our ability to obtain sufficient funding for our current and future developments;
the extensive regulations to which we are subject to and the costs of compliance with such regulations;
increased competition for labor and materials due to other planned construction projects in Macao and quota limits on the hiring of foreign workers;
our ability to meet certain development deadlines;
the uncertainty of tourist behavior related to discretionary spending and vacationing at casino-resorts in Macao, Singapore, Las Vegas and Pennsylvania;
regulatory policies in mainland China or other countries in which our customers reside, including visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
our dependence upon properties primarily in Macao, Singapore and Las Vegas for all of our cash flow;
our relationship with GGP or any successor owner of the Grand Canal Shoppes;
new developments, construction and ventures, including our Cotai Strip developments;
the passage of new legislation and receipt of governmental approvals for our proposed developments in Macao and other jurisdictions where we are planning to operate;
our insurance coverage, including the risk that we have not obtained sufficient coverage or will only be able to obtain additional coverage at significantly increased rates;
disruptions or reductions in travel, as well as disruptions in our operations, due to natural or man-made disasters, outbreaks of infectious diseases, terrorist activity or war;
our ability to collect gaming receivables from our credit players;
our dependence on chance and theoretical win rates;
fraud and cheating;
our ability to establish and protect our IP rights;
conflicts of interest that arise because certain of our directors and officers are also directors of SCL;
government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the Internet;
increased competition in Macao and Las Vegas, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;
the popularity of Macao, Singapore and Las Vegas as convention and trade show destinations;
new taxes, changes to existing tax rates or proposed changes in tax legislation;
our ability to maintain our gaming licenses, certificate and subconcession;
the continued services of our key management and personnel;
any potential conflict between the interests of our Principal Stockholder and us;
the ability of our subsidiaries to make distribution payments to us;
our failure to maintain the integrity of our customer or company data, including against past or future cybersecurity attacks, and any litigation or disruption to our operations resulting from such loss of data integrity;
the completion of infrastructure projects in Macao; and

54


the outcome of any ongoing and future litigation.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 may 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.
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 March 31, 2015, 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 twelve months ending March 31:
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
 
Fair 
Value(1)
 
(Dollars in millions)
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate
$
93.2

 
$
148.5

 
$
328.4

 
$
1,728.6

 
$
3,614.9

 
$
3,314.8

 
$
9,228.4

 
$
9,060.6

Average interest rate(2)
2.8
%
 
2.4
%
 
1.9
%
 
1.9
%
 
2.1
%
 
3.1
%
 
2.4
%
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cap agreements(3)
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$


_______________________________________
(1)
The estimated fair values are based on level 2 inputs (quoted prices in markets that are not active).
(2)
Based upon contractual interest rates for current LIBOR, HIBOR and SOR for variable-rate indebtedness. Based on variable rate debt levels as of March 31, 2015, an assumed 100 basis point change in LIBOR, HIBOR and SOR would cause our annual interest cost to change by approximately $82.0 million.
(3)
As of March 31, 2015, we had 4 interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.
Borrowings under the 2013 U.S. Credit Facility bear interest, at our option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a credit spread. For base rate borrowings, the initial credit spread is 0.5% per annum and 1.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility, respectively. For Eurodollar rate borrowings, the initial credit spread is 1.5% per annum and 2.5% per annum for the 2013 U.S. Revolving Facility and the 2013 U.S. Term B Facility (subject to a Eurodollar rate floor of 0.75%), respectively. Borrowings under the 2011 VML Credit Facility bear interest, at our option, at either an adjusted Eurodollar rate or HIBOR, plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the maximum leverage ratio set forth in the credit facility agreement, as amended. The credit spread for the Extended 2011

55


VML Term and Revolving Facilities ranges from 0.25% to 1.125% per annum for loans accruing interest at the base rate. The credit spread for the Extended 2011 VML Term and Revolving Facilities ranges from 1.25% to 2.125% per annum for loans accruing interest at an adjusted Eurodollar or HIBOR rate. Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.85% per annum, which is subject to reduction based on a ratio of debt to Adjusted EBITDA. Borrowings under the airplane financings bear interest at LIBOR plus 1.25% or 1.5% per annum.
Foreign currency transaction gains for the three months ended March 31, 2015, were $15.6 million primarily due to Singapore dollar denominated intercompany debt held in the U.S. and U.S. dollar denominated debt held in Macao. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. Based on balances as of March 31, 2015, an assumed 10% change in the U.S. dollar/SGD exchange rate would cause a foreign currency transaction gain/loss of approximately $31.3 million and an assumed 1% change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction gain/loss of approximately $11.4 million. We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.
See also “Liquidity and Capital Resources.”
ITEM 4 — CONTROLS AND PROCEDURES
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 Securities and Exchange Commission’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 Accounting Officer (Principal 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 March 31, 2015, 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 fiscal quarter covered by this Quarterly Report on Form 10-Q that had, or was reasonably likely to have, a material effect on the Company’s internal control over financial reporting.

56


PART II OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and “Part I — Item 1 —Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about share repurchases made by the Company of its common stock during the quarter ended March 31, 2015:
Period
Total
Number of
Shares
Purchased
 
Weighted
Average
Price Paid
per Share
 
Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in thousands)(1)
January 1, 2015 — January 31, 2015

 
$

 

 
$
1,765,001

February 1, 2015 — February 28, 2015

 
$

 

 
$
1,765,001

March 1, 2015 — March 31, 2015

 
$

 

 
$
1,765,001

__________________________
(1)
In June 2013, the Company’s Board of Directors approved a stock repurchase program, which expires on June 5, 2015, with an initial authorization of $2.0 billion. In October 2014, the Company's Board of Directors authorized the repurchase of an additional $2.0 billion of its outstanding common stock, which expires on October 9, 2016. All repurchases under the stock repurchase program are made from time to time at the Company’s discretion in accordance with applicable federal securities laws. All share repurchases of the Company’s common stock have been recorded as treasury stock.

57


ITEM 6 — EXHIBITS
List of Exhibits
 
Exhibit No.
 
Description of Document
10.1
 
Joinder Agreement, dated as of April 10, 2015, to the Amended and Restated Credit Agreement dated March 31, 2014 among VML US Finance LLC, as Borrower, Lender Party Hereto and Bank of China Limited, Macau Branch, as Administrative Agent.
10.2
 
Employment Agreement, dated as of March 17, 2015, between Venetian Casino Resort, LLC and George M. Markantonis.
10.3
 
Separation and General Release, dated as of January 15, 2015, between Edward M. Tracy and Venetian Macau Limited, its subsidiaries, affiliates and related entities.
31.1
 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Principal Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

58


LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
LAS VEGAS SANDS CORP.
 
 
 
 
May 7, 2015
By:
 
/s/ Sheldon G. Adelson
 
 
 
Sheldon G. Adelson
Chairman of the Board and
Chief Executive Officer
 
 
 
 
May 7, 2015
By:
 
/s/ Michael A. Quartieri
 
 
 
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)

59
EXHIBIT 10.1
Execution Version
 
JOINDER AGREEMENT

DATED AS OF APRIL 10, 2015

TO THE AMENDED AND RESTATED
CREDIT AGREEMENT DATED MARCH 31, 2014

among

VML US FINANCE LLC,

as the Borrower,


GOLDMAN SACHS (ASIA) L.L.C., GOLDMAN SACHS BANK USA, BARCLAYS
BANK PLC, BANCO NACIONAL ULTRAMARINO, S.A., THE BANK OF NOVA
SCOTIA, BANK OF AMERICA N.A., BANK OF CHINA LIMITED, MACAU
BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU)
LIMITED, CHINA CONSTRUCTION BANK CORPORATION MACAU BRANCH,
BANK OF COMMUNICATIONS CO., LTD. MACAU BRANCH, SUMITOMO
MITSUI BANKING CORPORATION, OVERSEA-CHINESE BANKING
CORPORATION LIMITED, WING LUNG BANK LTD., MACAU BRANCH, DBS
BANK LTD. and UNITED OVERSEAS BANK LIMITED,

as Global Coordinators and Lead Arrangers,


CITIBANK, N.A., HONG KONG BRANCH and BNP PARIBAS HONG KONG
BRANCH,

as Managers,

and

BANK OF CHINA LIMITED, MACAU BRANCH,

as Administrative Agent
 
 


JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of April 10, 2015 (this “Agreement”), by and among Goldman Sachs (Asia) L.L.C., Goldman Sachs Bank USA, Barclays Bank PLC, Banco Nacional Ultramarino, S.A., The Bank of Nova Scotia, Bank of America N.A., Bank of China Limited, Macau Branch, Industrial and Commercial Bank of China (Macau) Limited, China Construction Bank Corporation Macau Branch, Bank of Communications Co., Ltd. Macau Branch, Sumitomo Mitsui Banking Corporation, Oversea-Chinese Banking Corporation Limited, Wing Lung Bank Ltd., Macau Branch, DBS Bank Ltd., United Overseas Bank Limited, Citibank, N.A., Hong Kong Branch and BNP Paribas Hong Kong Branch (each a “New Lender” and collectively the “New Lenders”), VML US Finance LLC, a Delaware limited liability company (“Borrower”), and Bank of China Limited, Macau Branch (“BOC”), as administrative agent for the Lenders (as defined below) and the New Lenders (in such capacity, “Administrative Agent”), under the Credit Agreement referred to below.

RECITALS:
WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, Venetian Macau Limited, a Macau corporation (the “Company”), the Administrative Agent, each of Goldman Sachs (Asia) L.L.C., Barclays Bank PLC, Banco Nacional Ultramarino, S.A., Bank of America, N.A., BOC, BNP Paribas Hong Kong Branch, Citigroup Global Markets Asia Limited, Citibank, N.A., Hong Kong Branch, Crédit Agricole Corporate and Investment Bank, DBS Bank Ltd., Industrial and Commercial Bank of China (Macau) Limited, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation and United Overseas Bank Limited, as global coordinators and bookrunners for the Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders and Revolving Loan Lenders (the “Co-Syndication Agents”), The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as lead arrangers for the Term Loan Facility and Revolving Credit Facility, each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Lenders”); and
WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may increase the existing Revolving Loan Commitments and/or establish New Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan Lenders and/or New Revolving Loan Lenders, as applicable.
WHEREAS, each New Lender party hereto and making a commitment hereunder was immediately prior to the date hereof and remains a Lender under the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
 
2

Each New Lender party hereto hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:
Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
Each New Lender hereby agrees to make its Commitment on the following terms and conditions:
1. Applicable Margin. The Applicable Margin for each Series A New Term Loan shall mean, as of any date of determination, a percentage per annum as set forth below:
Series A New Term Loans1
Consolidated
Leverage Ratio
HIBOR
Rate
Loans
Eurodollar
Rate Loans
Base Rate
Loans
Greater than 2.5:1.0
2.125%
2.125%
1.125%
Greater than 2.25:1.0
but less than or equal to 2.5:1.0
2.000%
2.000%
1.000%
Greater than 2.0:1.0
but less than or equal to 2.25:1.0
1.875%
1.875%
0.875%
 
 
______________________________________________
 
1    The Consolidated Leverage Ratio used to compute the Applicable Margin shall be determined as provided in the last paragraph of the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement.
 
3

 
 
Greater than 1.75:1.0
but less than or equal to 2.0:1.0
1.750%
1.750%
0.750%
Greater than 1.5:1.0
but less than or equal to 1.75:1.0
1.625%
1.625%
0.625%
Greater than 1.25:1.0
but less than or equal to 1.5:1.0
1.500%
1.500%
0.500%
Greater than 1.0:1.0
but less than or equal to 1.25:1.0
1.375%
1.375%
0.375%
Less than or equal to 1.0:1.0
1.250%
1.250%
0.250%

2. Principal Payments.  The Borrower shall make principal payments on the Series A New Term Loans in the relevant currency in installments on each Quarterly Date set forth below in the aggregate amount equal to the percentage of the initial aggregate principal amount of the Series A New Term Loans set forth below:
(A)
Payment
Date
(B)
Scheduled
Repayment of
Series A New Term Loans
June 30, 2018
2.50%
September 30, 2018
2.50%
December 31, 2018
2.50%
March 31, 2019
2.50%
June 30, 2019
5.00%
September 30, 2019
5.00%
 
 
4

 
(A)
Payment
Date
(B)
Scheduled
Repayment of
Series A New Term Loans
December 31, 2019
5.00%
March 31, 2020
5.00%
June 30, 2020
12.00%
September 30, 2020
12.00%
December 31, 2020
12.00%
New Term Loan Maturity Date
(March 30, 2021)
34.00%
TOTAL
100%


3. Voluntary and Mandatory Prepayments.  Scheduled installments of principal of the Series A New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series A New Term Loans in accordance with Section 2.4 of the Credit Agreement; provided, that the final installment payable by Borrower in respect of the Series A New Term Loans on the New Term Loan Maturity Date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by Borrower under the Credit Agreement with respect to the Series A New Term Loans.
4. Upfront Fees.  Borrower agrees to pay each New Lender an upfront fee on the Series A New Term Loan Increased Amount Date (as defined below) in the amount set forth opposite the name of such New Lender on Schedule B annexed hereto
5. Proposed Borrowing.  This Agreement represents Borrower’s request to borrow Series A New Term Loans from the New Term Loan Lenders as follows (the “Proposed Borrowing”):
a. Business Day of Proposed Borrowing:The date (the “Series A New Term Loan Increased Amount Date”) that is the Increased Amount Date specified in the notice in respect of the Series A New Term Loans delivered by the Borrower to the Administrative Agent and the Co-Syndication Agents pursuant to subsection 2.9A of the Credit Agreement.
b. Total Amount of Proposed Borrowing:$1,000,000,000
 
5

 
c. Interest rate option:
  
a.
Base Rate Loan(s)
 
 
 
 
b. 
Eurodollar Rate Loans with an initial Interest Period of ___ month(s)
 
  c. HIBOR Rate Loans with an initial Interest Period of ___ month(s)
 
The Administrative Agent agrees that the Series A New Term Loan Increased Amount Date may be less than ten (10) Business Days (but not less than seven (7) Business Days) after the date on which notice in respect of the Series A New Term Loans pursuant to subsection 2.9A of the Credit Agreement is delivered to the Administrative Agent and the Co-Syndication Agents.
The Administrative Agent further agrees that the Borrowing Notice in respect of the Series A New Term Loans may be delivered by the Borrower to the Administrative Agent less than five (5) Business Days (but not less than four (4) Business Days) before the Series A New Term Loan Increased Amount Date.

6. Other Terms.
a. The New Term Loan Maturity Date of the Series A New Term Loans shall be March 30, 2021.
b. The obligation of the New Term Loan Lenders to fund Series A New Term Loans on the Series A New Term Loan Increased Amount Date shall be subject to (i) the Administrative Agent’s receipt of a certificate of the Borrower certifying that the Company has received all regulatory approvals from the government of Macau SAR required in respect of the issuance of the Series A New Term Loans and (ii) the execution and delivery by the Guarantors of the reaffirmation of the Guaranty and all amendments to the Foreign Security Agreements required by the Administrative Agent in respect of the issuance of the Series A New Term Loans and set forth in Schedule C annexed hereto.
c. Each New Term Loan Lender agrees to fund its Commitment on the Series A New Term Loan Increased Amount Date subject to the conditions of this Agreement.
7. Credit Agreement Governs.  Except as set forth in this Agreement, Series A New Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.
 
______________________________________________
 
2 To be completed in the Borrowing Notice in respect of the Series A New Term Loans.
6

 
8. Certifications.  By its execution of this Agreement, the Borrower and the Company hereby certify that:
i. The representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above to the same extent as though made on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;
ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default;
iii. No order, judgment or decree of any court, arbitrator or Governmental Instrumentality shall purport to enjoin or restrain any Lender from making the Series A New Term Loan; and
iv. The making of the Loans requested on the date hereof does not violate any law applicable to the Loan Parties or Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.
9. Covenants. By its execution of this Agreement, the Borrower hereby covenants that:
i. The Borrower shall make any payments required pursuant to Sections 2.6(D) and 2.7 of the Credit Agreement in connection with the Proposed Borrowing contemplated hereby;
ii. The Borrower shall deliver or cause to be delivered documents reasonably requested by Administrative Agent in connection with this Agreement; and
iii. Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance with the financial tests described in subsection 2.9B(2) and subsection 7.6 of the Credit Agreement after giving effect to the Proposed Borrowing contemplated hereby.
10. Eligible Assignee.  By its execution of this Agreement, each New Term Loan Lender represents and warrants that it is an Eligible Assignee.
 
 
7

 
11. Notice.  For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender, if not already included in or if different from Schedule 10.9 to the Credit Agreement, shall be as set forth below its signature below.
12. Tax Information.  For each New Term Loan Lender delivered herewith to Administrative Agent are such properly completed and executed documentation prescribed by applicable law and such other information with respect to Included Taxes as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.7(C)(vii) of the Credit Agreement.
13. Recordation of the New Loans.  Upon execution and delivery hereof, Administrative Agent will record the Series A New Term Loans made by New Term Loan Lenders in the Register.
14. Amendment, Modification and Waiver.  This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
15. Entire Agreement.  This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
16. GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING §5-1401 OF THE GENERAL OBLIGATIONS LAW OF STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
17. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
19. Amendment of the Credit Agreement.   Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the
 
 
8

 
19. Amendment of the Credit Agreement.   Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the other Loan Documents in order to effect the provisions of such Sections in accordance with subsection 2.9 of the Credit Agreement.  This Agreement shall be deemed a Loan Document for all purposes under the Credit Agreement.
 [Remainder of page intentionally left blank]
 
 
 
 
 
 
 


9

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Bank of China Limited, Macau Branch
 
       
 
By:
/s/ WONG IAO KUN  
  Name:  Wong Iao Kun  
  Title: 
Deputy Director of Credit
Administration Department
 
 
 
  Notice Address:
Avenida Doutor Mario Soares,
no.323, 13/F,
Bank of China Building
Macau
 
 
Attention: Jade Gan / Iris Ielong
Telephone: (853) 8792 1661 / 1682
Facsimile: (853) 8792 1659 / 0308
 

10

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Industrial and Commercial Bank of China (Macau) Limited
 
       
 
By:
/s/ CHAN KAM LUN / YANG PENG   
  Name:  Chan Kam Lun / Yang Peng  
  Title: 
Chief Consumer Banking Officer /
General Manager
 
 
 
 
Notice Address:
18/F, ICBC Tower, Macau Landmark
555 Avenida de Amizade,
Macau
 
 
Attention: Linda Chan / Selene Ren
Telephone: 83982452 / 83982499
Facsimile: 28584496
 

 
11


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
China Construction Bank Corporation Macau Branch
 
       
  By: /s/ WADE HOU
  Name:  Wade Hou  
  Title:  General Manager  
 
 
 
Notice Address:
5/F, Circle Square,
61 Avenida de Almeida Ribeiro,
Macau
 
 
Attention: Alex Ng / Mandy Kuong
Telephone: (853) 8291 1814 / 1825
Facsimile: (853) 8291 1839 / 1880
 

 
12

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Bank of Communications Co., Ltd. Macau Branch
 
       
  By: /s/ WU YE / LENG SAN
  Name:  Wu Ye / Leng San  
  Title: 
General Manager /
Head of Management Department
 
 
 
 
Notice Address:
16/F, AIA Tower,
No. 251A-301,
Avenida Comercial de Macau
 
 
Attention:
Telephone:
Facsimile:
 

 
 
13

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Banco Nacional Ultramarino, S.A.
 
       
  By: /s/ TOU KEI SAN / LEANDRO
RODRIGUES DA GRACA SILVA     
  Name: 
Tou Kei San / Leandro Rodrigues da
Graca Silva
 
  Title:  General Manager / Executive Director  
 
 
 
Notice Address:
No.22,
Avenida de Almeida Ribeiro,
Macau
 
 
Attention: Violet Choi
Telephone: (853) 8398 9106
Facsimile: (853) 2835 6867
 

 
14

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Oversea-Chinese Banking Corporation Limited
 
       
  By: /s/ CHEOK KEE HOCK RICHARD  
  Name:  Cheok Kee Hock Richard  
  Title:  Head, Real Estate  
 
 
 
Notice Address:
65 Chulia Street,
#10-00 OCBC Centre,
Singapore 049513
 
 
Attention:
Telephone:
Facsimile:
 





15


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Sumitomo Mitsui Banking Corporation
 
       
  By: /s/ WILLIAM G. KARL
  Name:  William G. Karl  
  Title:  Executive Officer  
 
 
 
Notice Address:
277 Park Avenue
New York, NY 10172
 
 
Attention: John Corrigan
Telephone: 212-224-4735
Facsimile: 212-224-4887
 





16


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Wing Lung Bank Ltd., Macau Branch
 
       
  By: /s/ WONG WAH CHUEN
  Name:  Wong Wah Chuen  
  Title:  Deputy General Manager  
 
 
 
Notice Address:
Unit 18 F-J
Finance and IT Centre of Macau
Nam Van Lake, Quarteirao 5, Lote A,
Macau
 
 
Attention: Charlie Chen / Philip Deng
Telephone: (853) 2888 8111, Ext. 3801
Facsimile: (853) 2875 0933
 






17


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Bank of America N.A.
 
       
  By: /s/ JOYCE Y. CHAN
  Name:  Joyce Y. Chan  
  Title:  Director  
 
 
 
Notice Address:
52/F, Cheung Kong Center,
2 Queen’s Road Central,
Hong Kong
 
 
Attention: Elena Ng
Telephone: 852-3508-2094
Facsimile: 852-3508-2914
 







18


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
DBS Bank Ltd.
 
       
  By: /s/ YEO KIA CHIAK
  Name:  Yeo Kia Chiak  
  Title:  Vice President  
 
 
 
Notice Address:
12 Marina Boulevard,
Marina Bay Financial Centre Tower 3,
Level 46,
Singapore 018982
 
 
Attention: Max Lim / Diana Tay
Telephone: +65 6878 6490 / 2108
Facsimile: +65 6324 4127
 




19


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
United Overseas Bank Limited
 
       
  By: /s/ LIM CHIN HONG
  Name:  Lim Chin Hong  
  Title: 
Executive Director
Corporate Banking Singapore
 
 
 
 
Notice Address:
1 Raffles Place
#23-61 One Raffles Place Tower 2
Singapore 048616
 
 
Attention:
Telephone:
Facsimile:
 






20

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
The Bank of Nova Scotia
 
       
  By: /s/ DIANE EMANUEL
  Name:  Diane Emanuel  
  Title: 
Managing Director
 
 
 
 
Notice Address:
720 King Street West,
Toronto, Ontario,
Canada M5V2T3
 
 
Attention:
Telephone:
Facsimile: 212-225-5708
 




21

 
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Barclays Bank PLC
 
       
  By: /s/ JAMES NAGAYA
  Name:  James Nagaya  
  Title: 
Director
 
 
 
 
Notice Address:
5 The North Colonnade,
Canary Wharf,
London E14 4BB
 
 
Attention: Mark Pope
Telephone: +44(0) 207 773 2190
Facsimile: +44(0) 207 773 1840
 





22


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Goldman Sachs Bank USA
 
       
  By: /s/ REBECCA KRATZ
  Name:  Rebecca Kratz  
  Title: 
Authorized Signatory
 
 
 
 
Notice Address:
200 West Street,
New York, NY 10282-2198
 
 
Attention: Michelle Latzoni
Telephone: 212-934-3921
Facsimile: 917-977-3966
 





23


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Goldman Sachs (Asia) L.L.C.
 
       
  By: /s/ NELSON LO
  Name:  Nelson Lo  
  Title: 
Managing Director
 
 
 
 
Notice Address:
68th Floor, Cheung Kong Center,
2 Queen’s Road Central,
Hong Kong
 
 
Attention: Asia Loan Servicing
Telephone:
Facsimile: 917-977-3915
 



 
24


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
BNP Paribas Hong Kong Branch
 
       
  By: /s/ PAUL YANG / MARY HSE
  Name:  Paul Yang / Mary Hse  
  Title: 
Head of Greater China & Chief
Executive Officer HK /
Managing Director, Senior Banker,
Coverage, HK Investment Banking
Asia-Pacific
 
 
 
 
Notice Address:
63/F., Two International Finance Centre
8 Finance Street, Central,
Hong Kong
 
 
Attention: Joshua Lau
Telephone: 2909 8722
Facsimile: 2970 0296
 

 
25


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
Citibank, N.A., Hong Kong Branch
 
       
  By: /s/ WILLIAM CHU
  Name:  William Chu  
  Title: 
Director
 
 
 
 
Notice Address:
44th Floor Citibank Tower,
Citibank Plaza,
3 Garden Road,
Central, Hong Kong
 
 
Attention: William Chu
Telephone: (852) 2868 8005
Facsimile: (852) 3009 0309
 

 
26


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.
 
VML US FINANCE LLC
 
       
  By: /s/ TOH HUP HOCK
  Name:  Toh Hup Hock  
  Title: 
Borrower Designated Officer
 
 
 
 
 
 
 
 
 
 

27

Consented to by:
BANK OF CHINA LIMITED, MACAU BRANCH,
as Administrative Agent
 
     
By: /s/ WONG IAO KUN
Name:  Wong Iao Kun  
Title: 
Deputy Director of Credit Administration Department
 
 
 
 
 
 
 

28

SCHEDULE A
TO JOINDER AGREEMENT
 
Name of New
Lender
Type of
Commitment
Amount in
USD
Amount in
HKD
Amount in
MOP
Amount in
USD
Equivalent3
Bank of China Limited, Macau Branch
New Term Loan Commitment
-
-
1,157,477,000
145,000,000
Industrial and Commercial Bank of China (Macau) Limited
New Term Loan Commitment
-
1,123,764,500
-
145,000,000
China Construction Bank Corporation Macau Branch
New Term Loan Commitment
-
968,762,500
 
-
125,000,000
 
Bank of Communications Co., Ltd. Macau Branch
New Term Loan Commitment
-
697,509,000
 
-
90,000,000
 
Banco Nacional Ultramarino, S.A.
New Term Loan Commitment
-
310,004,000
 
319,304,000
 
80,000,000
Oversea-Chinese Banking Corporation Limited
New Term Loan Commitment
65,000,000
 
-
-
65,000,000
 
Sumitomo Mitsui Banking Corporation
New Term Loan Commitment
65,000,000
 
-
-
65,000,000
 
Wing Lung Bank Ltd., Macau Branch
New Term Loan Commitment
-
387,505,000
 
-
50,000,000
 
Bank of America N.A.
New Term Loan Commitment
50,000,000
 
-
-
50,000,000
 
DBS Bank Ltd.
New Term Loan Commitment
35,000,000
 
-
-
35,000,000
 
 
 
 

3
USD Equivalent is calculated by using Recalculation Exchange Rate as of April 01, 2015: USD/USD: 1.0000, USD/HKD: 7.7501 and USD/MOP: 7.9826.
 
 
29

 
 
United Overseas Bank Limited
New Term Loan Commitment
35,000,000
 
-
-
35,000,000
 
The Bank of Nova Scotia
New Term Loan Commitment
17,500,000
 
58,125,750
 
-
25,000,000
 
Barclays Bank PLC
New Term Loan Commitment
-
193,752,500
 
-
25,000,000
 
Goldman Sachs Bank USA
New Term Loan Commitment
12,500,000
 
96,876,250
 
-
25,000,000
BNP Paribas Hong Kong Branch
New Term Loan Commitment
20,000,000
 
-
-
20,000,000
Citibank, N.A., Hong Kong Branch
New Term Loan Commitment
-
155,002,000
 
-
20,000,000
 
Total:
 
300,000,000
 
3,991,301,500
 
1,476,781,000
 
1,000,000,000
 
 
 
 
 
 
 
30

SCHEDULE B
TO JOINDER AGREEMENT
 
[ Redacted ]
 
 
 
 
 
 
 
 
 
31


SCHEDULE C
TO JOINDER AGREEMENT
Reaffirmation of Guaranty
and Amendments to the Foreign Security Agreements

1 Amendment to the Venetian Macau Limited Pledge over Gaming Equipment and Utensils (Portuguese official version and English version for reference only)

2 Amendment to the Venetian Macau Limited Floating Charge
(Portuguese official version and English version for reference only)

3 Amendment to the Venetian Cotai Limited Floating Charge
(Portuguese official version and English version for reference only)

4 Amendment to the Venetian Orient Limited Floating Charge
(Portuguese official version and English version for reference only)

5 Modification of the Venetian Macau Limited and Venetian Cotai Limited Mortgage (Portuguese official version and English version for reference only), including replacement of applicable powers of attorney.

6 Modification of the Venetian Cotai Limited Alternative Mortgage (Portuguese official version and English version for reference only), including replacement of applicable power of attorney.

7 Modification of the Venetian Orient Limited Mortgage (Portuguese official version and English version for reference only), including replacement of applicable power of attorney.

8 Amendment to Venetian Macau Limited Land Security Assignment
(English version only)

9 Amendment to Venetian Cotai Limited Land Security Assignment
(English version only)

10 Amendment to Venetian Orient Limited Land Security Assignment
(English version only)

11 Reaffirmation of the Guaranty by the Guarantors.

 
 
32

 
EXHIBIT 10.2
 
Execution Copy
 
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Venetian Casino Resorts, LLC (“VCR” or “the Company”)), a subsidiary of Las Vegas Sands Corp. (LVSC), a Nevada corporation, and George M. Markantonis (the “Executive”) is made as of March 17, 2015 (or such earlier date as may be mutually agreed in writing) (the “Effective Date”).
WHEREAS, the Company desires to employ the Executive under the terms of this Agreement, and the Executive desires to be employed by the Company subject to and accepting the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (each individually a “Party” and together the “Parties”) agree as follows:
1. Term, Positions and Duties.
1.1 Term. Subject to any early termination as provided in accordance with the terms of this Agreement, the term of employment shall be considered as commencing on the Effective Date of this Agreement and shall terminate at the close of business on March 1, 2020 at 11:59 PM (PST) (the “Term”).
1.2 Duties and Responsibilities. During the Term, the Executive shall be employed as President and Chief Operation Officer of VCR (doing business as The Venetian-The Palazzo) and shall report directly to the President & Chief Operating Officer of LVSC. The Executive shall be responsible for and shall have such powers, duties and responsibilities as are generally associated with his offices, including oversight and management of all operations in Las Vegas, Nevada for VCR including: casino, hotel, MICE, food & beverage, entertainment, and the Sands Expo Center, provided that same may be modified and/or assigned to the Executive from time to time by the President & Chief Operating Officer, and subject to the supervision, direction and control of the President & Chief Operating Officer, Chief Executive Officer, and the Board of Directors of LVSC.
1.3 Licensing and Compliance Requirement. The Executive shall file an application to obtain a finding of suitability as an officer of the Company (the “License”) with the Nevada State Gaming Control Board and the Nevada Gaming Commission (collectively, the “Nevada Gaming Authorities”), pursuant to the provisions of applicable Nevada gaming laws and the regulations of the Nevada Gaming Commission. The Executive agrees, at the Company’s sole cost and expense, to cooperate with the Nevada Gaming Authorities at all times, including but not limited to in connection with the
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processing of such application and any investigation thereof undertaken by the Nevada Gaming Authorities. In the event the Executive’s application to obtain a finding of suitability is rejected, this Agreement shall automatically terminate within sixty (60) days from the date of such revocation. Such termination hereunder shall be considered a Termination for Cause pursuant to the provisions of Section 6.1.
1.4 Performance. The Executive hereby accepts the employment described herein under the terms and conditions set forth in this Agreement. The Executive covenants and agrees that during the Term, Executive will faithfully and diligently perform the duties of Executive’s employment, devoting Executive’s full business and professional time, attention, energy, experience and ability to promote the business interests of the Company. The Executive further agrees that during the period of Executive’s employment with the Company, Executive will not engage in any other employment, occupation, consultation or business or professional pursuits whatsoever unless LVSC’s Chief Executive Officer shall consent thereto in writing; provided, however, that the foregoing shall not preclude the Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable amount of time to private investments that do not unreasonably interfere or conflict with the performance of the Executive’s duties under this Agreement.
1.5 Policies and Procedures. In addition to the terms herein, the Executive agrees to be bound by the LVSC’s Code of Conduct, as well as its policies and procedures as such may be amended by LVSC from time to time. In the event the terms in this Agreement conflict with LVSC’s policies and procedures, the terms herein shall take precedence.
2. Base Salary. During the Term, the Executive shall be entitled to receive an annual base salary of One Million One Hundred Thousand Dollars ($1,100,000.00) payable in equal bi-monthly installments or as otherwise in accordance with the regular payroll of the Company and subject to applicable withholdings (the “Base Salary”).
3. Annual BonusThe Executive shall be eligible to participate in the LVSC Management Incentive Plan governing eligibility to receive an annual cash bonus. The amount and payment of any bonus shall be based on the achievement of Company and Executive’s performance objectives that shall be reasonably determined annually by the LVSC; provided, that the bonus target will be seventy-five percent (75%) of Executive’s annual Base Salary (the “Target Annual Bonus”), determined in accordance with the Management Incentive Plan. Additionally, Executive shall not have any enforceable right to receive any bonus except for such bonuses as are formally approved by the Compensation Committee of LVSC’s Board of Directors. Any bonus payable pursuant to this Section shall be paid by the end of the first calendar quarter of the year following the year to which the bonus relates, subject to applicable withholdings. Upon termination of the
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Executive’s employment for cause, the Company shall have no obligation to pay the Executive any bonus, except to the extent provided elsewhere in this Agreement.
4. Equity Awards. The Executive shall be eligible to receive equity awards under the Company’s 2004 Equity Award Plan (the “Plan”). Management will recommend that the Compensation Committee of the Company’s Board of Directors, which administers the Plan, approve a one-time award of non-qualified options to purchase one hundred thousand (100,000) shares of the Company’s common stock (the “Option Shares”) shall become vested and exercisable twenty-five percent (25%) on each of the second through fifth anniversaries of the Effective Date of this Agreement, conditioned on Executive’s continued employment except as provided herein.
The exercise price of the Option Shares described above will be equal to the Fair Market Value (as defined in the Plan) of the Company’s common stock on the Date of Grant (as defined in the Plan), and the Date of Grant will be the first day of March, 2015. The additional terms of any option award will be governed by the terms of an option agreement to be provided to Employee upon the grant of the options and the terms of the Plan.
Executive may become eligible to receive additional equity based compensation in such amounts, form, and upon such terms as the Company may decide in its own discretion, it being expressly understood and agreed that this paragraph does not create any obligation on the part of the Company to grant any equity.
5. Employment Benefit Programs.
5.1 Benefit Plans. During the Term, the Executive shall be entitled to participate in any fringe group health, medical, dental, hospitalization, life, accident insurance or other welfare plans, and any tax-qualified pension (including 401k plan), tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in effect or maintained by the Company during the Term hereof for the benefit of its employees generally, or for its senior executives subject to all restrictions and limitations contained in such plans or established by governmental regulation. In addition to the foregoing, the Executive shall be entitled to participate in such executive retirement and capital accumulation plans as may be established, sponsored or maintained by the Company and in effect from time to time for the benefit of its senior executives, including without limitation, any nonqualified supplemental executive retirement plan or deferred compensation plan.
5.2 Permitted Leave. The Executive shall be entitled to vacations and holidays as provided in the Company’s vacation, holiday or flex day policies as in effect from time to time, but no less than the following: four (4) weeks of
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paid vacation leave per year at such times as may be requested by the Executive and approved by the Company. No more than three (3) weeks of vacation shall be taken consecutively. Up to two (2) weeks of vacation may be carried over to the following year (but not to the next). The Executive shall also be entitled to the same sick time, leaves of absence, and other time-off to which other senior executives of the Company are entitled, and in accordance with the rules and regulations applicable to all other employees of the Company.
5.3 Relocation Assistance. The Company will pay Executive’s moving expenses to relocate Executive and his family from Nassau, Bahamas and/or Houston, Texas to Las Vegas, NV, according to The Las Vegas Sands Corporation Domestic Relocation Policy (including the additional items described below) and the Relocation Repayment Agreement, a copy of which will be given to Executive. This includes: 90 days of temporary living (no more than 30 days housing on property), airfare and reasonable expenses back and forth for 90 days for Executive or his spouse.
5.3.1  To the extent necessary, the Company will also provide assistance to Executive in securing such VISAs and work permits as may be necessary for him to assume his duties under this Agreement.
6. Termination.
6.1 Termination by the Company for Cause.
6.1.1  “Cause” shall mean:
(a) (i) conviction of a felony, misappropriation of any material funds or material property of the Company or any of its Affiliates, (ii) commission of fraud or embezzlement with respect to the Company or any of its Affiliates or (iii) any material act of dishonesty relating to the Executive’s employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of its Affiliates;
(b) use of alcohol or drugs that renders the Executive materially unable to perform the functions of his job or carry out his duties to the Company;
(c) a material breach of this Agreement by the Executive;
(d) a material breach of LVSC’s Code of Conduct, or
(e) committing any act or acts of serious and willful misconduct (including disclosure of Confidential Information or other material
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breach of Exhibit B of this Agreement) that is likely to cause a material adverse effect on the business of the Company or any of its Affiliates;
provided that, with respect to (b) or (c) above, the Company shall have first provided the Executive with written notice stating with specificity the acts, duties or directives the Executive has committed or failed to observe or perform, and the Executive shall not have corrected the acts or omissions complained of within thirty (30) days of receipt of such notice.
6.1.2  In the event the Company terminates the Executive’s employment for Cause after the applicable cure period, if any, the Executive shall be entitled to “Standard Benefits” defined as follows:
(a) Base Salary at the rate in effect at the time of the termination through the date of termination of employment, subject to applicable withholdings;
(b) Reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and
(c) Such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.
The exercise and termination of the Executive’s equity referred to in Section 4 and any other equity grants subsequently awarded to the Executive, pursuant to the Equity Plan during the Term (and any extensions of the Term) shall be governed by the Plan and the Executive’s equity agreements issued pursuant to the Plan.
6.1.3  Executive may terminate this Agreement on thirty (30) days written notice without Good Reason and receive the Standard Benefits.
6.2 Termination by the Company Without Cause or By the Executive for Good Reason. In the event that the Company terminates the Executive’s employment without Cause or the Executive terminates Executive’s employment for Good Reason, in addition to the Standard Benefits, the Executive shall thereupon be entitled to:
(a) Continuation of the Base Salary (in effect on the date of termination), payable in bi-monthly installments or otherwise in accord with the Company’s policies and procedures, for twelve months if termination occurs prior to March 1, 2016 or six months
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thereafter (the “Applicable Period”) (the “Salary Continuation”), subject to applicable withholdings.
(b) Continued participation in the health and welfare benefit plans of the Company described in Section 5.1 for the Executive and Executive’s spouse and dependents, if any, during the Applicable Period.
(c) Any Bonus awarded for the year prior to termination but not yet paid in the year of termination, to be paid at the time such bonuses are awarded in the ordinary course and subject to applicable withholding and Company payroll practice.
(d) A Bonus for the year of the termination, pro-rated for the amount of time during that year Executive was employed by the Company. The amount and payment of that Bonus will be reasonably determined based on the achievement of the Company and Executive’s performance objectives. The Bonus will be determined and paid at the time such bonuses are awarded in the ordinary course and subject to applicable withholding and Company payroll practice.
6.3 Termination By the Executive For Good Reason. The Executive may terminate Executive’s employment hereunder during the Term for Good Reason (as such term is defined below), on the terms and in the manner set forth in this Agreement.
(1) “Good Reason” shall mean any of the following:
(a) (i) a material breach of this Agreement by the Company; (ii) a reduction in the Executive’s Base Salary; (iii) a material change in the duties and responsibilities of office that would cause the Executive’s position to have less dignity, importance or scope than intended at the Effective Date as set forth herein; or (iv) a “change of control” as defined in the Plan; provided, however, that “Good Reason” shall not be deemed to occur solely as a result of a transaction in which the Company becomes a subsidiary of another company, assuming no “change of control”, so long as the Executive’s duties and responsibilities of office are not materially changed as they relate solely to the Company;
(2) If the Executive determines that Good Reason exists for termination of this Agreement and Executive’s employment with the Company for any of the reasons described in Section 6.3(1)(a) above, the Executive shall provide the Company with written notice of Executive’s intention to terminate Executive’s employment.  Such
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notice shall include a reasonably detailed description of the alleged grounds for termination. The Company shall have 30 business days from the date of its receipt of such notice within which to cure the alleged grounds for termination.
6.4 Termination Upon Expiration of Terms. In case of a termination of employment upon its expiration pursuant to Section 1.1 without renewal or superseding Agreement between the parties, Executive shall be entitled to receive the Standard Benefits set forth in Section 6.1.2 (a)-(c) above and any Bonus awarded for the year prior to termination but not yet paid in the year of termination.
6.5 Termination due to the Executive’s Disability or Death.
In the case of a termination of Executive’s employment hereunder due to the Executive’s disability or death, the Executive’s or, in event of death, Executive’s estate, shall be entitled to receive the Standard Benefits and:
(i)            Continuation of the Base Salary, subject to applicable withholdings, payable in bi-monthly installments or otherwise in accord with the Company’s policies and procedures for the Applicable Period following termination of employment.
(ii)            Any Bonus awarded for the year prior to termination but not yet paid in the year of termination, to be paid at the time such bonuses are awarded in the ordinary course and subject to applicable withholding and Company payroll practice.
(iii)            Continued participation in the health and welfare benefit plans of the Company described in Section 5.1 for the Executive’s spouse and dependents, if any, and the Executive, in the event of disability, during the Applicable Period following termination of employment.
6.6 Health and Welfare Benefit Equivalents. To the extent that the health and welfare benefits provided for in Section 6 are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for the Executive and/or Executive’s spouse and dependents, if any, under COBRA), the Company shall pay to the Executive or Executive’s estate, as applicable, such amount as is necessary to provide the Executive and/or Executive’s spouse and dependents, if any, after tax, with an amount equal to the cost of acquiring, for the Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would
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otherwise be lost to the Executive and Executive’s spouse and dependents, if any, as a result of the Executive’s termination.
6.7 Timing of Certain Payments. Subject to Sections 6.8 & 6.9: (a) any amounts payable under Sections 6.1-6.5 shall be paid as soon as practicable, and in any event within 30 days following termination of employment; and (b) any reimbursements for expenses incurred under Sections 6.1-6.5 (to the extent such reimbursements are treated as deferred compensation subject to Section 409A) shall be paid as soon as practicable following submission of the claims but in any event not later than the third calendar year following the calendar year in which your separation from service occurs.
6.8 Section 409A. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. In addition, for purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be deemed to refer to “separation from service” within the meaning of Section 409A (without application of any alternative definitions permitted thereunder) and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.
a) It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. In light of the uncertainty as of the date hereof with respect to the proper application of Section 409A, the Company and you agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for your account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have
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any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes or penalties.
b) Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for your benefit under any Company-sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by you to the Company.
c) Notwithstanding anything in this Agreement to the contrary, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments under Sections 6.1-6.5 that are “deferred compensation” subject to Section 409A shall be made to you prior to the date that is six (6) months after the date of your “separation from service” or, if earlier, your date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. In addition, for a period of six months following the date of separation from service, to the extent that the Company reasonably determines that any of the benefit plan coverages described herein may not be exempt from U.S. federal income tax, you shall in advance pay to the Company an amount equal to the stated taxable cost of such coverages for six months. At the end of such six-month period, you shall be entitled to receive from the Company a reimbursement of the amounts paid by you for such coverages.
d) For purposes of Section 409A, each of the payments that may be made under the Agreement are designated as separate payments.
e) To the extent that any reimbursement for expenses or miscellaneous items are taxable to you, any such reimbursement payment due to you shall be paid to you as promptly as practicable, and in all events on or before the last day of your taxable year following the taxable year in which the related expense was incurred. Any such reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that you receive in one taxable year shall not affect the amount of such benefits or reimbursements that you receive in any other taxable year.
6.9 Release. Notwithstanding any other provision of this Agreement to the contrary, the Executive acknowledges and agrees that any and all payments to which the Executive is entitled under this Section 6 are conditional upon and subject to the Executive’s execution, within 60 days following termination of Executive’s employment, of the General Release and Covenant Not to Sue in the form attached hereto as Exhibit A (which form
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may be reasonably modified to reflect changes in the law), of all claims the Executive may have against the Company, its Affiliates and their respective directors, officers and employees, except as to matters covered by provisions of this Agreement that expressly survive the termination of this Agreement, such as the provisions of this Section 6.
7. Equitable Relief. The Executive acknowledges that the breach of Exhibit B of this Agreement by the Executive will cause irreparable injury to the Company and/or its Affiliates which could not be adequately compensated in money damages and shall entitle the Company and/or its Affiliates to all equitable remedies, including without limitation injunctive relief, specific performance and restraining orders. Equitable relief shall be in addition to all other remedies available to the Company. Notwithstanding the foregoing, the Company’s right to damages or other remedies for material breach by the Executive shall be unrestricted.
8. Indemnification & Insurance.
(a)            Indemnity. The Company agrees to indemnify and hold harmless Executive from all liability and costs incurred (including reasonable attorney’s fees and disbursements) as a consequence of claims by third parties, whether or not derivatively on behalf of the Company resulting from or growing out of Executive’s status as or as a result of Executive’s having been an officer or director of (or counsel to) the Company or any affiliate thereof, to the full extent permitted by law. In no event shall the terms, provisions and conditions of the indemnity provided for hereunder be less than the same as those presently provided for under the Certificate of Incorporation and By-Laws of the Company. Said terms, provisions and conditions of indemnity shall remain an independent, contractual obligation of the Company to Executive from and after the date hereof regardless of how the Company might hereafter amend or change its Certificate of Incorporation or By-Laws to provide for different terms, conditions and provisions of indemnity for other officers and directors of the Company. In the event the Company should amend its Certificate of incorporation or Bylaws to provide for different terms, conditions and provisions of indemnity after the effective date hereof, Executive shall be notified in writing of the change. Executive shall thereafter have thirty (30) days to elect in writing to accept the changed conditions of indemnity as a modification to the Company’s contractual obligation hereunder or to continue under the terms of indemnity as provided for herein. The Company’s agreement to provide indemnity hereunder shall survive the termination of this contract regardless of the cause of termination. The Company shall advance promptly as incurred reasonable fees and disbursements of counsel for Executive in defending Executive against any claims for which the Company would be so required to indemnify Executive provided (i) Executive shall otherwise comply with such mandatory requirements of Delaware law as may be required for such indemnification and (ii) Executive shall cause Executive’s counsel to cooperate fully in good faith with such requests as the
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Company or its counsel may reasonably make in order to endeavor to keep such legal fees at a minimum level consistent with an adequate defense of Executive.
(b)            Officers & Directors. The Company agrees to provide, at no expense to the Executive, insurance insuring Executive in Executive’s capacity as an officer and/or director of the Company and its affiliates in such form and amount substantially equal to that presently maintained by the Company for or covering its executive officers and directors or in such other form and amount as Executive and Company may, from time to time, in good faith agree are reasonable and appropriate for executive officers and directors of corporations substantially similar in size to the Company.
9. Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto.
10. Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns. No rights or obligations of the Parties may be assigned except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company may also assign this Agreement to an Affiliate at its sole discretion.
11. Amendment. No provision in this Agreement may be amended, changed or modified unless such amendment, change or modification is agreed to in writing.
12. Construction. The terms and conditions of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. The Parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their attorneys and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement.
13. Waiver. Neither the failure nor any delay on the part of any Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver of that right, remedy, power or privilege. No provision in this Agreement may be waived unless such waiver is agreed to in writing.
14. Partial Invalidity. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever.
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a) The validity, legality, and unenforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and
b) To the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give maximum possible effect to the intent manifested by the provision held invalid, illegal, or unenforceable.
15. Notices. All notices, consents, or other communications provided for hereunder, including without limitation notices of default, termination of this Agreement and readiness for inspection of portions of the employment, shall be deemed effective (i) on the date when hand-delivered; (ii) on the date when forwarded by confirmed facsimile transmission; or (iii) upon receipt of certified mail, return receipt requested and postage prepaid. All notices shall be addressed to the Parties at their respective addresses set forth below:
As to the Company: Venetian Casino Resort, LLC
Attn: General Counsel
3355 Las Vegas Boulevard South
Las Vegas, NV 89109
With copy to: Las Vegas Sands Corp.
Attn: Office of the General Counsel
3355 Las Vegas Boulevard South
Las Vegas, NV 89109
As to the Executive:
With copy to Executive:
at the last known address in the Company’s records
16. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of Nevada without reference to the principles of conflict of laws, which could cause the application of the law of any other jurisdiction.
17. Dispute Resolution. Except as set forth in Section 7 above, disputes between the Company and Executive shall be pursuant to arbitration as described in Exhibit C hereto.
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18. Headings. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
19. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement with the same effect as if all Parties and signed the same signature page.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date first set forth above.
VENETIAN CASINO RESORT, LLC:
 
 
EXECUTIVE:
 
By:
/s/ Robert G. Goldstein
By:
/s/ George M. Markantonis
Name:
Title:
     
 
 

 
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EXHIBIT A
GENERAL RELEASE
AND COVENANT NOT TO SUE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:
George M. Markantonis (the “Executive”), on the Executive’s own behalf and on behalf of the Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to the Executive under that Employment Agreement dated as of March 1, 2015 (the “Employment Agreement”) by and between Las Vegas Sands Corp., a Nevada corporation (the “Company”) and the Executive, does hereby covenant not to sue or pursue any litigation against, and waives, releases and discharges the Company, its assigns, affiliates, subsidiaries, parents, predecessors and successors, and the past and present shareholders, employees, officers, directors, representatives and agents of any and all of them (collectively, the “Company Group”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that the Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Company Group relating to his employment with the Company or the termination thereof or Executive’s service as an officer or director of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs; provided, however, that nothing herein shall release the Company from any of its obligations to the Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which the execution, delivery and non-revocation of this General Release and Covenant Not to Sue is conditioned) or any rights the Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or any insurance coverage under any directors and officers insurance or similar policies.
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The Executive further agrees that this General Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by the Executive or the Executive’s heirs or assigns. The Executive understands and confirms that the Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect the Executive’s right to claim otherwise under ADEA. In addition, the Executive shall not be precluded by this General Release and Covenant Not to Sue from filing a charge with any relevant Federal, state or local administrative agency, but the Executive agrees to waive the Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.
In furtherance of the agreements set forth above, the Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, the Executive acknowledges that the Executive is aware that the Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that the Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is the intention of the Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.
This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made and to be performed entirely within such State, without regard to principles of conflicts of laws which would cause the application of the law of any other jurisdiction.
To the extent that the Executive is forty (40) years of age or older, this paragraph shall apply. The Executive acknowledges that the Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, which the Executive has waived, and the Company agrees that the Executive may cancel this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by all parties to this General Release and Covenant Not to Sue. In order to cancel or revoke this General Release and Covenant Not to Sue, the Executive must deliver to the Chief Executive Officer of the Company written notice stating that the Executive is canceling or revoking this General Release and Covenant Not to Sue. If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to the Executive or to provide the Executive with the other benefits described in the Employment Agreement
Executive Initials:
/s/ GM
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and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.
The Executive acknowledges and agrees that the Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue.
IN WITNESS WHEREOF, the parties hereto have caused this General Release and Covenant Not to Sue to be executed on this _20th__ day of February, 2015.
Venetian Casino Resort, LLC
 
 
 
 
By:
/s/ Robert G. Goldstein
 
Its:
   
 
 
EXECUTIVE
 
 
 
 
/s/ George M. Markantonis
 
George M. Markantonis
 
 

 
Executive Initials:
/s/ GM
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Exhibit B
Restrictive Covenants, Confidentiality, Warranties & Acknowledgements
1.            Restrictive Covenant and Covenants not to Engage in Certain Other Acts.
1.1 Restrictive Covenant. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and Affiliates and accordingly agrees that during the Term and for a period equal to one (1) year from the date of termination of employment, the Executive shall not, directly, either as principal, employee, partner, consultant, officer or director, own, manage, operate, control or otherwise engage in, any casino hotel in (i) Clark County, Nevada (including, without limitation, the City of Las Vegas), (ii) the Macau Special Administrative Region of The People’s Republic of China or the Republic of Singapore, (iii) Bethlehem, Pennsylvania or (iv) any other location in which the Company or any of its Affiliates is doing business or has made substantial plans to commence doing business, in each case at the time of the Executive’s termination.
1.2 Non-solicitation. In addition to, and not in limitation of, the provisions of Section ___, the Executive agrees, for the benefit of the Company and its Affiliates, that during the Term and for the period commencing on the date of the Executive’s termination and ending on the second anniversary of such date of termination, the Executive shall not, directly, either as principal, employee, partner, officer or director, on behalf of the Executive or any other person or entity other than the Company or its Affiliates, (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of the Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its Affiliates to terminate its, his or her relationship therewith, or (ii) hire or engage any person who is, or during the six months prior to the termination of the Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its Affiliates.
1.3 General. The Executive understands that the provisions of this Section may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company and its Affiliates, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to the Executive, and (v) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions
Executive Initials:
/s/ GM
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contained in this Section. In consideration of the foregoing and in light of the Executive’s education, skills and abilities, the Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section otherwise are void, voidable or unenforceable or should be voided or held unenforceable.
It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Exhibit to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
In the event that the Executive violates any of the restrictive covenants set forth in Sections 1.1 or 1.2, in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable equity award agreement, all outstanding restricted stock units to purchase shares of the Company’s common stock and other unvested equity awards granted to the Executive shall be automatically forfeited effective as of the date on which such violation first occurs.
1.4 Waiver. Notwithstanding anything to the contrary in this Exhibit, in the event of a termination by the Company without Cause or by the Executive for Good Reason, and the Executive waives all right to payments and other compensation under this Agreement with respect to the Salary Continuation or any part of thereof, then the restrictive covenant of this Exhibit shall be inapplicable to the Executive with respect to the period for which compensation is so waived.
1.5 Survival. The Executive agrees that the provisions of this Exhibit shall survive the termination of this Agreement and the termination of the Executive’s employment, provided that the restrictive covenants in this Exhibit shall not apply to termination of employment due to expiration of the Term in Section 1.1. The Company agrees that the restrictive covenants contained herein are in consideration for the payments described in Sections 2-4 and 6 of this Agreement.
2.            Covenants to Protect Confidential Information:
Executive Initials:
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a) As used in this Agreement:
(i) Confidential Information” shall mean all material private, personal, confidential or proprietary information, tangible or intangible, owned by or pertaining to the Company or its Affiliates, which information was learned or acquired by the Executive as a result of the employment relationship with the Company; provided, however, that “Confidential Information” shall not include information or data: (i) generally publicly known, (ii) learned by the Executive from third persons with a legal right to disclose such information or (iii) discovered by the Executive through means entirely independent from and in no way arising from the disclosure to the Executive by the Company.
(ii) Trade Secrets” shall mean the Company’s and/or its Affiliates’ “trade secrets” as such term is defined in the Uniform Trade Secrets Act, as promulgated generally in the United States of America.
b) Non-Disclosure. Both during and after the employment, the Executive agrees to hold confidential all Confidential Information learned or acquired by the Executive and will take all action necessary to preserve that confidentiality. The Executive represents and covenants that the Executive shall treat any Confidential Information disclosed to, or learned by, the Executive as fiduciary agent of the Company, recognizing that the Company only made the Confidential Information accessible to the Executive by reason of the special trust and confidence which the Company placed in the Executive. The Executive shall not disclose, disseminate, transmit, publish, distribute, make available or otherwise convey any of the Company’s or any of its Affiliates’ Trade Secrets to any person except directors, officers and executives of the Company that in the Executive’s actual and reasonable knowledge are entitled and authorized to view such Trade Secrets and who need to know such Trade Secrets in order to conduct bona fide activities on behalf of the Company.
(c) Without the prior written approval of duly authorized representatives of the Company or any of its Affiliates, which the Company or any of its Affiliates may in their discretion withhold, the Executive agrees that, during the term of this Agreement or at any time thereafter, the Executive shall keep confidential and shall not directly or indirectly disclose, reveal, publish, exploit or otherwise make use of the Confidential Information in any manner whatsoever including, but not limited to, interviews, articles, accounts, books, plays, movies, and documentaries, whether non-fiction or fictional.
(d) Security Measures. While in possession or control of Confidential Information, or any media embodying same, the Executive shall take reasonable efforts to keep such Confidential Information reasonably inaccessible from persons not otherwise authorized to view the Confidential Information.
(e) Forced Disclosure. If the Executive is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Executive shall provide an officer of the
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/s/ GM
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Company with prompt written notice of such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
(f) Ownership. Notwithstanding any other provision of this Agreement, the Executive hereby acknowledges that the Company owns the exclusive right, title and interest in and to the Confidential Information and the intellectual property embodied in, relating to, based upon or arising from Confidential Information.
(g) Return of Materials. When the Executive’s employment with the Company ends, the Executive shall return to the Company all content, in whatever media, owned by the Company, including, without limitation, all Confidential Information, papers, drawings, notes, memoranda, manuals, specifications, designs, devices, code, e-mail, documents, diskettes, tapes and any other material. The Executive shall also return any keys, access cards, cell phones, computers, identification cards and other property and equipment belonging to the Company and/or its Affiliates. All data and information stored on or transmitted using the Company owned or leased equipment is the property of the Company.
3. Cooperation. At any time following the effective date of termination of this Agreement, the Executive shall reasonably cooperate with the Company in any litigation or administrative proceedings involving any matters with which the Executive was involved during Executive’s employment by the Company. The Company shall reimburse the Executive for reasonable costs, fees and expenses, if any, incurred in providing such assistance.
4.
Warranties.
4.1 The Executive warrants and certifies that the Executive has fully read and understands the terms, nature and effect of this Agreement. In executing this Agreement, the Executive does not rely on any inducements, promises or representations by the Company or any person other than the terms and conditions of this Agreement.
4.2 The Executive warrants and represents that the Executive does not know of any restriction or agreement to which the Executive is bound which arguably conflicts with the execution of this Agreement or the employment hereunder.
5. Controlled Substance and Alcohol Screening. Throughout the term of this Agreement, the Executive must abide by the Company’s controlled substance and alcohol policy as adopted from time to time. The Executive acknowledges and agrees that these policies may include requirements that the Executive submit to
Executive Initials:
/s/ GM
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testing for controlled substances or alcohol on the basis of reasonable suspicion in accordance with the Company’s controlled substance or alcohol policies.
5.1 The Executive agrees that failure to consent or cooperate in testing for controlled substances or alcohol or positive results from such testing may be the subject of disciplinary action up to and including termination.
5.2 The Executive agrees that testing for controlled substance or alcohol may include taking and testing of the Executive’s urine, blood or hair.
5.3 The Executive shall hold the Company and its Affiliates and each of their respective officers, directors, employees, agents and shareholders harmless from any and all claims, demands or liability arising from testing for controlled substances or alcohol and from any disciplinary action resulting from such proposed or actual testing.
Acknowledged this _19th__ day of February, 2015.
By:
EXECUTIVE
 
 
/s/ George M. Markantonis
George M. Markantonis
 
Executive Initials:
/s/ GM
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Exhibit C
DISPUTE RESOLUTION BY ARBITRATION
JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.
VCR:
(Initial)
 
Executive:
/s/ GM    (Initial)
1. Any controversy or claim arising out of or related to any provision of this Agreement other than Section 7 shall be settled by final, binding non-appealable arbitration in Las Vegas, Nevada. Subject to the following provisions, the arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) then in effect. The arbitration shall be conducted by a panel of three arbitrators. One of the arbitrators shall be appointed by the Company, one shall be appointed by the Executive and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within thirty (30) days of the appointment of the second arbitrator, then the third arbitrator shall be selected from a list of seven arbitrators selected by the AAA, each of whom shall be experienced in the resolution of disputes under employment agreements for executive officers of major corporations. From the list of seven arbitrators selected by the AAA, one arbitrator shall be selected by each Party striking in turn with the Party to strike first being chosen by a coin toss. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either Party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. The Company shall be responsible for all of the fees of the AAA and the arbitrators (if applicable).
2. If the Executive prevails on any material issue which is the subject of an arbitration or litigation, as applicable, the Company shall reimburse one hundred percent (100%) of the Executive’s reasonable legal fees and expenses. If the Company prevails on all issues, the Executive shalt reimburse one hundred percent (100%) of the Executive’s reasonable legal fees and expenses. Otherwise, each Party shall be responsible for its own expenses relating to the conduct of the
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arbitration or litigation, as applicable (including reasonable attorneys’ fees and expenses).
 
3.
The arbitrators shall render an award and written opinion explaining the award.
4. The hearing and arbitration proceedings (as well as any resulting judicial proceedings seeking to enforce or vacate any arbitration award) shall be conducted in a confidential manner and both the conduct and the results of the arbitration shall be kept confidential by the Parties, their attorneys, consultants and agents. The arbitrators shall be advised of the confidentiality of the proceedings and any award and decision of the arbitrators shall be written in such a way as to protect the confidentiality of personal information or information made (or recognized as) confidential by this Agreement or recognized as confidential by any confidentiality agreement.
5. In the event of litigation to secure provisional relief, or to enforce, confirm or review an arbitration award under this Agreement, any such court action shall be brought under seal to the extent permitted by the court in order to maintain the confidentiality of the matter as well as the confidentiality of the arbitration, the decision and award, any personal information and the confidentiality of any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties. Each Party to any such judicial action shall make every effort in any pleadings filed with the court and in Executive’s or its conduct of any court litigation to maintain the confidentiality of any personal information and any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties. To this end, the court shall, inter alia, be informed of the confidentiality obligations of this Agreement and shall be requested that any decision, opinion or order issued by the court be written in such a manner as to protect the confidentiality of any information which is required to be kept confidential pursuant to this Agreement or any other agreement involving the Parties.
6. In the event of a dispute subject to this Section, the Parties shall be entitled to reasonable, but expedited discovery related to the claim that is the subject of the dispute, subject to the discretion of the arbitrators. Any discovery agreed upon or authorized by the arbitrators shall be concluded prior to the date set for the hearing. In the event of a conflict between the applicable rules of the AAA and the procedures set forth in this Section, the provisions of this Section shall govern.
Acknowledged this 19th day of February, 2015.
By:
EXECUTIVE
 
 
/s/ George M. Markantonis
George M. Markantonis
 
Executive Initials:
/s/ GM
 

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/s/ George M. Markantonis
George M. Markantonis
 
 
 
 
Executive Initials:
/s/ GM
 
 
 
 
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EXHIBIT 10.3
 
 
SEPARATION FROM EMPLOYMENT UPON RETIREMENT

Notice Regarding Last Day of Employment.
Through your letter of January 16, 2015 (Attachment D), it is understood that you have asked to terminate your Letter of Appointment for Executive and Supplemental Employment Terms Agreement issued on August 4, 2010 and Offer Amendment Letters issued on May 10, 2012 and May 1, 2013 (the Agreement) as of March 6, 2015 (the “Termination Date”).  In consideration of your substantial contributions during your tenure with the Company and the conditions set forth below and in the attached Separation & General Release Agreement (“Separation Agreement”), the benefits set forth herein will be provided by the Company:
1. You will not be required to maintain regular office hours as of the Termination Date.
2. You agree that you will provide best efforts in achieving an orderly transition of your responsibilities, to the Chairman of the Board of Sands China Limited (“SCL”) (or such senior executives of either VML or LVS as he may designate) and the SCL Board of Directors as may be necessary.
3. You acknowledge that you understand and agree that you are required to return, as of the Termination Date, all property of the Company in your possession, including without limitation, files, memoranda, records, contact lists, customer lists, computers, ipads, wireless devices and any other documents and physical items and items in electronic format.  Additionally, the Company will assist you in transferring personal contacts and calendar information to electronic devices necessary for you to perform the consultancy agreement attached hereto during the consultancy period, at the conclusion of which you will return those devices, contents and other Company property to the Company.

SEPARATION AGREEMENT AND GENERAL RELEASE

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Separation Agreement”), effective as of the Effective Date (as defined below), is entered into by and between Edward M. Tracy (“Executive”) and Venetian Macau Limited, its subsidiaries, affiliated and related entities (whether domestic or foreign), including but not limited to its parent Sands China Ltd. (“SCL”) and SCL’s majority owner, Las Vegas Sands Corp. (“LVSC”), their respective employees, officers, and directors (collectively referred to as the “Company”) as well as their shareholders (each individually a “Party” and together, the “Parties”).

WHEREAS, the Parties desire at this time to enter into this Separation Agreement regarding Executive’s separation from employment with the Company, and desire to ensure the amicable parting and to settle any and all differences or claims that might otherwise arise.

NOW THEREFORE, in consideration of the recitals and the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties covenant and agree as follows:
 
Employee initials
/s/ ET
 

 
 

1. Termination of Employment & Transition.  Effective upon signing of this Separation Agreement and continuing until Termination Date, Executive will maintain the title of CEO & President of VML provided, however, that Executive hereby resigns all of his positions as an officer and director of Sands China Ltd. and its affiliates as of the Termination Date and will devote his energies to licensing and project matters, as well as transitioning of his responsibilities under the direction of the Chairman of the Board of Sands China Ltd. (or such person as he may designate in writing) as well as such other significant matters so directed.

2.
Payments by the Company.
In consideration for entering into this Agreement, and subject to all other terms and conditions in this Agreement, the Company shall pay the Employee the following, subject to professional tax withholding or charges as applicable this amount calculated as follows:

 
ITEMS
AMOUNT BEFORE TAX
(In USD to be paid in MOP)
PAYMENT DUE DATE
(i)
Regular Base Salaries:
6 March 2015
Subject to final PTO record to be updated by Human Resources
No later than
3 April 2015
(ii)
Annual leave remaining unused as of 6 March 2015
Subject to final PTO record to be updated by the Employee
No later than
3 April 2015

2.1.
Consideration/Payment in Full.

(a)            Consideration/Severance Benefits.  In return for Executive’s signing and not revoking this Agreement, complying with the requirement to return Company property set forth in the attached Notice Regarding Last Day of Employment, and complying with the promises made by Executive in this Agreement, the Company will provide Executive with the pay described above and other benefits (the “Severance Benefits”), as follows

(i) The Company will pay Employee US$1,500,000.00 subject to applicable tax withholding, along with any other appropriate payroll deductions on or before 3 April 2015;

(ii) In lieu of delivering a pro-rated number of restricted stock units that would otherwise be agreed based on the May 1, 2013 Award, the Company will pay the Executive an additional lump sum equal to the average price of 503,731 shares of SCL stock on March 6, 2015, subject to applicable payroll deductions, on or before 3 April 2015;  

(iii) The Company will payout to Executive 100% of his accrued Provident Fund as soon as possible;

(iv) The Company will pay Executive a bonus for 2014 on the same basis as like-situated executives as though he were still employed on the date of
 
Employee initials
/s/ ET
2

 

such payment when (and if) such bonuses are paid no later than the end of the First Quarter 2015;
 
(v) Subject to the approval of the Company’s Remuneration Committee, you hereby agree that the RSU Grants provided for in the May 1, 2013 Supplement to your Employment Agreement, any options vested on or before the Termination Date and the Equity Agreements related thereto will be amended such that the Vesting Date set out in the Grant of Share Award (Restricted Stock Units) pursuant to your May 1, 2013 shall, subject to the approval of the Remuneration Committee, be amended as follows:

· 503,731 shares shall lapse on 28 February 2015.
· 496,269 shares shall vest on December 31, 2016 at the conclusion of the consultancy period in the attached Consultancy Agreement.

(vi) SCL Options granted and vested prior to the Termination Date will be governed according the Company’s equity plan/ be exercisable by you after the Termination Date during the consultancy period established through Attachment A but will expire 90 days after the end of the consultancy period or on the date on which the attached Consultancy Agreement is terminated, if earlier.

Unless agreed otherwise in writing, you shall continue to be subject to the Company’s trading ‘black out’ periods during the term of the attached Consultancy Agreement and are required to seek approval before trading in the Company’s shares. All other terms of the Option Grants remain unchanged and are subject in all respects to the terms of the respective Share Option Grants and the Company’s Equity Award Plan.

(vii) SCL will engage the Executive as a consultant for a period of 21 months and 25 days starting March 7, 2015 and ending December 31, 2016 pursuant to the attached Consultant’s Agreement.

(viii) In the event of Executive’s death prior to the time when all payments under this Section 2 have been made, Executive’s estate shall receive such payments not already paid to Executive in accordance with the provisions of this Section 2.

(ix) Repatriation: Company will pay for your repatriation to the United States including assistance with transportation of household pets (including special handling as needed for family dog).

(x) Business expenses submitted in accordance with Company policy will be reimbursed.

(xi) Health insurance through the Consultancy Agreement with eligibility for COBRA or COBRA equivalent coverage thereafter.
 
Employee initials
/s/ ET
3

 

 
(xii) Accommodation. The Company will, in accordance with your Employment Agreement, continue to provide accommodation for you until 3 April 2015 as needed.

3. No Severance Benefits Unless Executive Signs this Separation Agreement and General ReleaseExecutive understands and agrees that he will not receive any of the Severance Benefits specified in Section 2 above unless he signs and does not revoke this Separation Agreement and General Release within the time periods specified in Section 22 below and fulfills all of the promises contained herein.
 
4. General Release of Claims.

(a) In consideration for the benefits specified in this agreement, Employee  hereby understands and agrees that Employee is knowingly and voluntarily releasing, waiving and forever discharging (and Employee hereby does knowingly and voluntarily release, waive and forever discharge), to the fullest extent permitted by law, on Employee’s own behalf and on behalf of Employee’s agents, assignees, lawyers, heirs, executors, administrators and anyone else claiming by or through Employee (collectively referred to as the “Releasors”):
(i) the Company, its affiliates, subsidiaries, predecessors, successors or assigns, and any of its or their past or present stockholders, members or other equity holders, and any of its or their respective past or present directors, executives, officers, insurers, lawyers, employees, consultants, agents, employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”),

(ii) of and from any and all claims under Macau law or equity, whether known or unknown, asserted and unasserted, that Employee and/or the other Releasors have or may have against Released Parties as of the Effective Date (as defined below), including but not limited to all matters relating to or in any way arising out of any aspect of Employee’s employment with the Company, separation from employment with the Company, or Employee’s treatment by the Company while in the Company’s employ, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (including consequential, punitive or exemplary damages), liabilities or the like of whatever nature (including, without limitation, lawyers’ fees and costs) (collectively “Claims”), including but not limited to all Claims for:

(A)          salary and other compensation or benefits, including, but not limited to, overtime if applicable, incentive compensation and other bonuses, severance pay, paid time off or any benefits in accordance with Macau Law;
(B)          breach of implied or express contract (whether written or oral),
Employee initials
/s/ ET
4

 
 
breach of promise, misrepresentation, fraud, estoppel, waiver or breach of any covenant of good faith and fair dealing, including without limitation breach of any express or implied covenants of any employment agreement that may be applicable to Employee;
(C)          defamation, negligence, infliction of emotional distress, violation of public policy, wrongful or constructive discharge, or any employment-related tort recognized under any Macau law;
(D)          costs, fees, or other expenses, including lawyers’ fees; and
(E)          any other claim, charge, complaint, lien, demand, cause of action, obligation, damages, liabilities or the like of any kind whatsoever, including, without limitation, any claim that this Agreement was induced or resulted from any fraud or misrepresentation by Company.
Excluded from the release set forth in this Section 4(a) are: (i) any Claims or rights to enforce this Agreement against the Company; (ii) any Claims that may arise after the Effective Date; and (iii) any Claims that Employee cannot lawfully release.

(b) The Released Parties, for good consideration which they hereby acknowledge receiving, hereby release Employee from any and all claims, demands, causes of action, liability or the like which they had, now have or may claim to have against Employee, as of the Effective Date, whether known or unknown (it being understood and agreed that excluded from the release set forth in this Section 4(b) are (i) any claims or rights to enforce this Agreement against Employee, (ii) any claims that may arise after the Effective Date and (iii) any claims that the Released Parties cannot lawfully release).
5.
Additional Agreements by Executive.
(a)            BY AGREEING TO THE RELEASE CONTAINED IN THIS AGREEMENT EXECUTIVE HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHTS (KNOWN OR UNKNOWN) TO BRING OR PROSECUTE A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE RELEASED PARTIES WITH RESPECT TO ANY OF THE CLAIMS DESCRIBED IN SECTION 4 HEREOF.  Executive agrees that the release set forth herein will bar all claims or demands of every kind, known or unknown, referred in Section 4 hereof and further agrees that no non-governmental person, organization or other entity acting on Executive’s behalf has in the past or will in the future file any lawsuit, arbitration or proceeding asserting any claim that is waived or released under this Agreement. If Executive initiates, files or pursues a lawsuit, arbitration or other proceeding asserting any Claim waived or released in this Agreement, (i) Executive will pay for all costs, including reasonable attorneys’ fees, incurred by the Released Parties in defending against such Claim; (ii) Executive gives up any right to individual damages in connection with any administrative, arbitration or court proceeding with respect to Executive’s employment with and/or separation from the Company; and (iii) if Executive is awarded money damages, Executive will assign to the Released Parties Executive’s right and interest to all such money damages.
Employee initials
/s/ ET
5

 
 
(b)            Executive agrees that Executive shall not solicit, encourage, assist or participate (directly or indirectly) in bringing any Claims or actions against any of the Released Parties by other current or former employees, officers or third parties, except as compelled by subpoena or other court order or legal process, and only after providing the Company with prior notice of any such subpoena, order or legal process and an opportunity to timely contest such process.
(c)            Executive represents, warrants and agrees that Executive has not filed any administrative, judicial or other form of complaint or initiated any claim, charge, complaint, suit or legal or other proceeding against any of the Released Parties, and that Executive will not make such a filing at any time hereafter based on any events, actions or omissions occurring prior to the Effective Date.  Executive understands and agrees that this Agreement will be pleaded as a full and complete defense to any such claim, charge, complaint, suit or proceeding which is or may be instituted, prosecuted or maintained by Executive, Executive’s agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through Executive.
6.
Affirmations.  In signing this Agreement, Executive hereby affirms that:

(a)            Subject to payment as set forth in the Notice Regarding Last Day of Employment, Executive has have been paid and/or has received all compensation, wages, bonuses, commissions, overtime and/or benefits to which Executive may be entitled (except as set forth in this Agreement), and that no other amounts and/or benefits are due to Executive except as specifically provided in this Agreement;

(b)            Executive is not eligible to receive payments or benefits under any other Company and/or other Released Party’s severance pay policy, plan, practice or arrangement;

(c)            Executive has no known workplace injuries or occupational diseases that Executive has not reported to the Company;

(d)            Executive has not complained of and Executive is not aware of any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity by the Company or any other Released Party that Executive has not reported to the Company.  Executive also affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by any Released Party, including any allegations of corporate fraud.  Both Parties acknowledge that this Agreement does not limit either Party’s right, where applicable, to file or to participate in an investigative proceeding of any Macau governmental agency.  To the extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies;

(e)            Executive acknowledges and agrees that if Executive breaches the provisions of this Agreement, the Company will have the right to seek any appropriate legal and/or equitable remedies as a result of Executive’s breach, which may include, but may not be limited to, injunctive relief, the return of any payments, reimbursements or benefits Executive has received under any provision of this Agreement, other monetary damages, and the payment of the Company’s attorneys’ fees.
 
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7. Cooperation.

(a)            Executive agrees that Executive will cooperate with the Company, its subsidiaries and its affiliates with respect to matters or issues which took place or arose during Executive’s tenure with the Company, specifically including without limitation any attorney retained by any of them or any other representative acting on their behalf, in connection with any pending or future internal investigation or judicial, administrative or regulatory matter, proceeding or investigation.  The Parties acknowledge and agree that such cooperation may include, but shall not be limited to, Executive making himself reasonably available for meetings, interviews, statements, testimony or the signing of affidavits, and providing to the Company any documents or information in Executive’s possession or under Executive’s control relating to any such litigation, regulatory matter or investigation, provided that any such meeting, interviews, statements or testimony do not unduly interfere with Executive’s work schedule or other post-Company duties.  The Company shall reimburse Executive for reasonable and documented expenses, including but not limited to attorneys' fees and out of pocket travel expenses, in connection with Executive’s performance under this Section 7, subject to the Company’s policies on business expense reimbursement including, without limitation, the receipt of supporting documentation by the Company; provided, however, that Executive shall not be entitled to any payment or reimbursement for a reasonable amount of his own time spent testifying or otherwise cooperating in any matter in which Executive is a defendant or witness in a court or administrative proceeding or a named subject or target of the litigation, regulatory matter or investigation.
(b)            Executive represents and warrants that Executive has and will accurately, completely and truthfully disclose to the Company any and all materials and information requested, including without limitation in connection with any pending or future internal investigation or judicial, administrative or regulatory matter, proceeding or investigation involving conduct in which Executive was involved or had knowledge in connection with Executive’s employment with the Company.  In the event of a material breach of this Section 7, Executive agrees that the Company may terminate this Agreement and render it null and void as of the Termination Date or any time thereafter, and that in such event, Executive shall be required to reimburse the Company in full any payments, reimbursements or benefits Executive has received under any provision of this Agreement.
(c)            Executive agrees that from and after the Termination Date, as reasonably requested by the Company, Executive shall provide assistance and support in connection with the transition of Executive’s duties and responsibilities to others.  Executive also agrees to cooperate with the Company and take all reasonable steps necessary to effectuate this Agreement, each of its terms and the intent of the Parties.

(d)            Pursuant to the Bylaws and Company policy, the Company agrees to indemnify and hold Executive harmless for any liability that may accrue to Executive as a result of any work he performed in good faith within the scope of his duties for the Company to the extent permitted by law.  The Company agrees to provide Executive with legal representation, at the Company’s expense and by an attorney of the Company’s choice, in the event Executive is required to testify, whether orally or in writing, on matters relating to his employment at the Company.
 
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8. Confidentiality of This Agreement.

(a)            Until such time, if required by law, it is filed as an Exhibit to a public filing by the Company, the Parties agree that it is a material condition of this Agreement that Executive shall keep the terms of this Agreement strictly and completely confidential. Executive shall not communicate with the press, media, analysts, investors in the Company or employees of the Company or its subsidiaries or affiliates with respect to the business of the Company and Executive’s employment with (and departure from) the Company, including but not limited to communications with respect to the terms, conditions and circumstances of this Agreement and Executive’s departure from the Company, except as may be required by law or to refute false statements about Executive.

9. Confidentiality/Non-DisclosureExecutive agrees to make no disclosure or use of any proprietary or confidential information, including without limitation, data, developments, customer information or trade secrets belonging to the Company or learned or acquired by Executive and will take all action necessary to preserve that confidentiality.  Executive shall continue to comply with any confidentiality agreements, provisions and policies by which Executive has previously agreed to abide.  For purposes of emphasis and as a reminder, portions of this Agreement set forth obligations already imposed on Executive by the Employment Agreement entered into on as of October 26, 2010 and on file with the Company, including, but not limited to, obligations related to nondisclosure. The provisions of this Section do not supersede the Confidentiality Agreement or any other written agreement Executive may have with the Company.

10. Public Statements/Mutual Non-disparagement.

(a)            Executive shall neither cause to be made or offered, nor make or offer any slanderous, denigrating, disparaging or malicious comments, remarks, statements or opinions regarding Sheldon G. Adelson, the Company, its subsidiaries or affiliates, or any of their respective predecessors or successors, or any individuals or entities that to Executive’s knowledge are current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in their capacities as such, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided, that nothing herein shall or shall be deemed to prevent or impair Executive from testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested or otherwise complying with any subpoenas or other judicial or governmental requests for information.

(b)            The Senior Management of the Company, which for the purposes of this Agreement shall consist of the President of SCL, President and Chief Operating Officer, the General Counsel, President, Global Gaming, Executive Vice President, Operations, the Senior Vice President, Human Resources, Chief Financial Officer, and any successor General Counsel or Company Secretary shall neither cause to be made or offered, nor make or offer any slanderous, denigrating, disparaging or malicious comments, remarks, statements or opinions regarding Executive to the public provided that: (i) the Company
 
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may comply with any subpoenas or other judicial or governmental requests for information; (ii) this prohibition shall not apply to any employee of the Company acting in an individual capacity outside the course and scope of his or her employment with the Company; and (iii) this prohibition shall not apply to any employee of the Company who offers a personal recommendation at Executive’s request.

11. SeverabilityIf any provision of this Agreement is held to be unenforceable, Executive understands and agrees that such unenforceability shall not affect any other provision hereof and that the remainder of the Agreement shall be enforceable.

12. No AdmissionThe Parties hereto recognize that, by entering into this Agreement, the Company does not admit, and does specifically deny, any violation of any law, whether regulatory, common or statutory.  The Parties further recognize that any payment by the Company under this Agreement is not an admission of liability, but a compromise of any and all issues that have been or may be disputed between the Company and Executive in connection with Executive’s employment by the Company. This Agreement is made for the purpose of terminating any and all potential disputes between the Company and Executive and the amounts payable to Executive hereunder are in addition to anything of value to which he is already entitled.

13. Rights After Breach.  Executive agrees that, in the event Executive materially breaches any provision of this Agreement or otherwise engages in any other act or omission that has caused or may reasonably be expected to cause injury to the interest or business reputation of the Company, in addition to rights otherwise set forth in this Agreement: (a) the Company shall have the right to (i) offset or reduce or discontinue any payments, reimbursements or benefits he otherwise would be entitled to receive under the provisions of this Agreement; and (ii) demand repayment of or reimbursement for, and Executive shall immediately repay or reimburse the Company upon demand, any or all payments, reimbursements or benefits paid or provided to Executive under the provisions of this Agreement; and (b) the Released Parties shall be entitled to file counterclaims against Executive in the event of Executive’s breach of the covenant not to sue and may recover from Executive any repayment or reimbursement not made to the Company, as required by Section 13(a) hereof, as well as any and all other resulting actual or consequential damages, including reasonable attorneys’ fees and costs.
14. Notices.  Any and all notices required by this Agreement shall be either hand-delivered, by e-mail or mailed, via certified mail, return receipt requested or via nationally recognized commercial courier, addressed to:
 
TO THE COMPANY:
   
     
     
Copy to:
   
     
 
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TO EXECUTIVE:
Edward M. Tracy
 
 
Contact No.:
 
 
Email:
 
 
All notices hand-delivered, e-mailed or delivered via nationally recognized commercial courier shall be deemed delivered as of the date actually delivered to the addressee.  All notices mailed shall be deemed delivered as of three (3) business days after the date postmarked.  All notices faxed shall be deemed delivered on the date faxed if electronic confirmation of delivery is obtained and retained.

15. Binding ReleaseThis Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns.

16. Assignment.  Neither the Company nor Executive shall have the right to assign this Agreement or its respective rights or interests hereunder without the prior written consent of the other Party.  Any purported assignment or transfer in violation of this Section 16 shall be null and void.
17. Counterparts.  This Agreement may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one agreement.

18. Amendment or Modification.  This Agreement may not be amended or modified except by a writing signed by all Parties hereto.

19. Governing Law and Enforcement.  The Company and the Employee hereby agree to the exclusive jurisdiction of the laws and courts of Macau (SAR) for any legal proceedings related to this Agreement.

The prevailing party in any dispute, controversy or claim arising out of or related to this Agreement shall be entitled to recover its reasonable costs and attorney fees.
20. Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and no representations, oral or written, are being relied upon by either Party in executing this Agreement other than the express representations of this Agreement.  This Agreement supersedes any prior understanding, agreement or undertakings between the Parties, subject to the provisions of Section 9 above.

21. Drafting.  This Agreement shall not be construed either for or against the Company or Executive, by reason of the Party drafting its provisions. Executive may accept this Agreement by delivering to Executive hereby acknowledges and confirms that Executive has read all pages of this Separation Agreement and General Release and hereby freely
 
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and voluntarily assents to all the terms and conditions in this Agreement, and signs the same as Executive’s own free act with the full intent of accepting the benefits contemplated hereby in return for releasing the Released Parties (as defined above) from all Claims.
Accepted and Agreed:           Accepted and Agreed:
 
Venetian Macau Limited
 
Edward M. Tracy
 
         
         
By:
/s/ Robert G. Goldstein
 
/s/ Edward M. Tracy
 
Name:
Robert Goldstein
 
Executive Signature
 
Title:
Member Board of Directors
     
 
of Sands China Ltd.
     
         
January 15, 2015  
January 15, 2015
 
Date of Signature  
Date of Signature
 
 
 

 
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Attachment A
Consultancy Agreement



AGREEMENT FOR SERVICES
(“Agreement”)

- by and between -

Venetian Macau Limited
(“the Company”)

- and -

Edward M. Tracy (“Consultant”)
 


Effective Date: March 7, 2015


 
 
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AGREEMENT FOR SERVICES


This is an AGREEMENT FOR SERVICES (“Agreement”) by and between VENETIAN MACAU LIMITED (“VML or the Company”) and Mr. Edward M. Tracy (the “Consultant”).

W I T N E S S E T H:

WHEREAS, the Company is a corporation duly organized and existing under the laws of the Macao Special Administrative Region of the People’s Republic of China (“Macao”), and maintains its registered address at Estrada da Baía de N. Senhora da Esperança, s/n, Executive Office, The Cotai Strip™, Taipa, Macao, and the Company is engaged in the business of developing, designing, constructing, equipping, staffing, owning and operating legalized casino(s) in Macao and, via a wholly owned subsidiary of the Company, operates a passenger ferry business between Hong Kong and Macao;

WHEREAS, the Consultant represents and warrants to the Company that he has the requisite knowledge, ability and experience to assist the Company with Legal projects issues.

NOW, THEREFORE, for and in consideration of the foregoing recitals and the mutual promises, representations, understandings, undertaking and agreements hereinafter set forth, the Company and the Consultant hereby covenant and agree as follows:

1.            CONSULTANT SCOPE OF WORK.  During the Term of this Agreement, the Company retains the Consultant to perform, and the Consultant agrees to perform on behalf of the Company, certain consulting and advisory services in relation to all aspects of the Company’s Legal projects and other related responsibilities that may be assigned by the Company’s President and Chief Executive Officer of Sands China Ltd., Vice President & Global General Counsel of Las Vegas Sands Corp and the Sands China Ltd. Board of Directors as may be necessary, subject to change at the Company’s sole discretion.

1.1  Duties of the Consultant.  Consultant shall:
a) Use Consultant’s reasonable commercial efforts, skills and abilities in the performance of the services set forth in Appendix A of this Consultancy Agreement and to promote the best interests of the Company;

b) Communicate on an as necessary basis with the Company Monitor for this Consultancy Agreement, Robert Goldstein or any other person(s) designated by him in writing with notice to the Consultant. The Company Monitor has the responsibility for managing Consultant’s performance; and

c) Submit all invoices to the Company in the name of Consultant for services rendered and expenses incurred by Consultant for the Company during the periods covered by such invoices, including accurate receipts for expenses
 
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d) Consultant shall not have the authority to bind the Company or its affiliates in contract or to extend business complimentaries at the Company’s facilities.

1.2  Representations and Warranties of the Parties

a) Representations and Warranties of Consultant
b) Consultant agrees to comply with all the representations as set forth in Appendix B.
c) Warranty of the Company:
The Company warrants that it does not desire and will not request any service or action by Consultant that would or might constitute a violation of any law, regulation, or administrative requirement of Macau and the United States.

1.3. Regardless any eventual visits to Macau, both parties agree that none of the Consultant´s services will be performed in Macau.

1.4  If necessary and at the discretion of the VML Chief Executive Officer and Global General Counsel of LVS, the Company shall provide appropriate office accommodation in the Company’s Hong Kong office during the term of this Consultancy.

2.            COMPENSATION TO CONSULTANT. For and in complete consideration of the Consultant’s full and faithful observance of all of the Consultant’s duties under this Agreement, the Company shall pay to the Consultant, and the Consultant shall accept from the Company the professional fee of USD$250,000.00 per annum (paid monthly in MOP) per month.  The Company will withhold the relevant tax according to the Macao Tax Laws.

3.            TERM.  This Agreement shall be effective as of March 7, 2015 and shall continue in full force and effect until the Consultant’s Services are completed on December 31, 2016.

4.            INDEPENDENT CONSULTANTThe Company and the Consultant hereby covenant and agree that the Consultant shall furnish the Consultant’s Services pursuant to this Agreement solely as an independent Consultant and not as an employee or agent of the Company; it is specifically agreed that the Consultant and the Company shall not be deemed to have a relationship other than as an independent Consultant. The Consultant shall have no power or authority to bind the Company to any contract or agreement.  All purchase orders and supply contracts shall be executed directly between the Company and the third party vendor.

5.            FCPA, OFAC AND BUSINESS CONDUCT.

5.1            The Consultant hereby agrees to comply with all laws of Macao, the Hong Kong (SAR), the U.S. Foreign Corrupt Practices Act (“FCPA”), and the Nevada Gaming Control Regulations (“Nevada Regulations”) that are applicable to the Consultant in its performance of the Agreement and must, to the extent the Consultant is able to do so, assist and co-operate with VML in assuring compliance with all such laws.  The Consultant hereby agrees use all reasonable endeavors to ensure that it and its employees, agents or affiliates do not directly or indirectly take any actions which could expose VML to any adverse action by regulatory authorities.
 
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5.2            The Consultant confirms its understanding that VML is committed to conducting its business in accordance with high ethical standards and in compliance with all laws of Macao and the FCPA and Nevada Regulations.  The Consultant represents and warrants that it (including its officers, directors, employees, agents and any other third parties acting on its behalf) will not directly or indirectly through any third party or person (i) pay; (ii) offer; (iii) promise; or (iv) authorize payment, of any monies or anything of value to any “official” for the purpose of improperly inducing or rewarding favorable treatment or advantage in connection with this Agreement or with the Consultant’s relationship with the VML, or in any other manner inconsistent with the laws of Macao or the FCPA or Nevada Regulations.  For this purposes, “official” includes any official, agent, or employee, or the close relative of any official, agent, or employee, of: the government of Macao; or any department, agency, or any entity that is wholly owned or controlled by the government of Macao; or any international public organization; or any recognized political party in Macao; or any candidate for political office in Macao.

5.3            Given that Las Vegas Sands Corporation (“LVSC”), a parent Company of VML, is headquartered in the United States of America, hotels operating under the LVSC portfolio of brands are legally restricted from conducting business with any persons or entities that are designated on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) (the “OFAC List”), since such hotels and LVSC could be determined to have derived income, directly or indirectly, from any such prohibited business activities. The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDNList/Pages/default.aspx. The Consultant represents and warrants that it is currently not on the OFAC List, nor on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions. If the Consultant is added to any such restricted party list during the term of the agreement, the Consultant undertakes to notify VML immediately and VML shall have the right to terminate this Agreement (and any other agreement with the Consultant) without any further delay upon receipt of the said notification from the Consultant.

6.            CONFIDENTIALITY AND OWNERSHIP OF WORKSThe Consultant agrees that neither it nor any of its employees, either during or after this Agreement, shall disclose or communicate to any third party any information about the Company’s policies, prices, systems, methods of operation, contractual agreements or other proprietary matters concerning the Company’s business or affairs, except to the extent necessary in the ordinary course of performing the Consultant’s Services.  Upon termination of this Agreement for any reason, all papers and documents in the Consultant’s possession or under its control belonging to the Company, must be returned to the Company.

7.            ASSIGNMENT.  Neither this Agreement nor any rights or obligations hereunder may be assigned, delegated, or otherwise transferred by the Consultant in whole or in part without the prior written consent of the Company, which consent may be unreasonably withheld, nor shall this Agreement inure to the benefit of any trustee in bankruptcy, receiver, or other successor of the Consultant whether by operation of law or otherwise without such consent.  Any attempts so to assign, delegate, or transfer this Agreement or any rights or obligations hereunder without such consent shall be null and void and of no force and effect.

8.            WAIVER.  The Company’s failure to enforce or delay in enforcement of any
 
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provision hereof or any right hereunder shall not be construed as a waiver of such provision or right.  The Company’s exercise of any right hereunder shall not preclude or prejudice the exercise thereafter of the same or any other right.

9.            SEVERABILITY.  If any term, provision, covenant, or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void, or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof, not held invalid, void, or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

10.            GOVERNING LAW & MISCELLANEOUS PROVISIONS.
(a)            This Agreement is the complete, entire, and exclusive statement of the contract terms between the parties.
(b)            This Agreement supersedes any prior understandings, agreements or undertakings between the parties except those referenced in the Separation Agreement to which this Agreement is appended.
(c)            This Agreement shall be governed by and interpreted in accordance with the laws of Macao.
(d)             Consultant and Company agree that final and binding arbitration shall be the exclusive forum for any dispute or controversy between them, including, without limitation, disputes arising under or in connection with this Agreement;
Disputes will be decided by three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within fourteen (14) days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within fourteen (14) days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. Company and Consultant hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  The Company shall pay all costs uniquely attributable to arbitration, including the administrative fees and costs of the arbitrators.  Each Party shall pay its own costs and attorney fees, if any, unless the arbitrators rule otherwise.  Consultant understands that he is giving up no substantive rights, and this Agreement simply governs forum.  The prevailing party in any dispute, controversy or claim arising out of or related to this Agreement shall be entitled to recover its reasonable costs and attorney fees.
(e)              Each party warrants that it has full power and authority to execute and deliver this Agreement.
(f)              No modification of or addition or amendment to this Agreement shall be binding unless agreed to in writing and signed by both the parties.
(g)              The Consultant agrees to comply with all laws of Macao and the US.
(h)              The Consultant agrees that the restrictive covenant (non-competition) (Section 9.1) and non-solicitation (Section 9.2) provisions of his August 4, 2010 Employment Agreement will be in full force and effect being incorporated as part this Consultancy Agreement.

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IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be executed and delivered as of the date and year first above written.

         
   
VENETIAN MACAU LIMITED
 
         
         
         
/s/ Robert G. Goldstein
By:
/s/ Edward M. Tracy  
 
CONSULTANT – Edward M. Tracy
 
         
         
         
         
DATED:
January 15, 2015
January 15, 2015
 

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Appendix A

1. Consultant shall provide professional advice and consultation in connection with the Company and its affiliated entities relating to affairs of the Company and its affiliated entities in Macau.

2. Consultant’s services will include conferring with his successor as General Counsel and Company Secretary, providing transition to auditors, assisting in transition of any law firm and regulatory relationships, and working with regulators as necessary as approved in writing by the Agreement Monitor.

3. Consultant shall not perform any activity undertaken to promote, advocate, influence or oppose some official action of the executive or legislative branch of any federal, state or local government (“Lobbying”).

4. Consultant does not have the authority to bind the Company or its affiliates in contract.


/s/ Edward M. Tracy
Edward M. Tracy
 
Date:
January 15, 2015
 

 
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Appendix B

(a)            Consultant warrants that in performing the duties required under this Agreement, Consultant will comply with the laws, regulations, and published administrative requirements of Macau (except to the extent inconsistent with, or penalized under, United States law), and to the best of his ability the United States, including but not limited to fair competition and anti-corruption laws, and shall take not take any action which would subject the Company to penalties under United States or Macau laws, regulations, and administrative requirements.

(b)            Consultant warrants that, in connection with the provisions of its services to the Company, Consultant has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any employee or official of any  government or any agency or instrumentality thereof in Macau, including state-owned enterprises, or to any official of any political party, or to anyone acting on such employee or official’s behalf, in exchange for business or unfair advantage.

(c)            Consultant represents and warrants that: (i) neither Consultant nor any of Consultant’s employees or officers is an official or employee of the Macau government; an official of a political party, or a candidate for political office; or an officer, director, or employee, or an "affiliate" (as defined in regulations under the U.S. Securities Exchange Act of 1934) of a  customer or potential customer of the Company; and, (ii) as of the date of execution of this Consultancy Agreement and during the Term of this Consultancy Agreement, no Macau government official, and no official of any Macau government agency or instrumentality, is or will become associated with, or will own or presently owns an interest, whether direct or indirect, in Consultant, or has or will have any legal or beneficial interest in this Consultancy Agreement or the payments made by the Company hereunder.

(d)            Consultant warrants that Consultant is familiar with, and will comply in all respects with, Macau Law and to the extent that he has been advised U.S. laws, regulations, and administrative requirements applicable to the Company’s relationship with Consultant, including, but not limited to, the Foreign Corrupt Practices Act (FCPA), Export Administration Act, as amended, and the Anti-boycott Regulations and Guidelines issued under the Export Administration Act, as amended, and Section 999 of the Internal Revenue Code, as amended (Anti-boycott Regulations). The Company acknowledges that upon Consultant’s request it will furnish Consultant with copies of applicable U.S. laws and regulations.

(e) Consultant warrants that at all times Consultant will act in the best interests of the Company and will not take actions which are or may be detrimental to the Company in exposing the Company to legal risk.

(f)            Consultant represents and certifies that Consultant has not been convicted of or pleaded guilty or nolo contendere to an offense involving fraud, corruption, or moral turpitude, and that he is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment.

(g)            Consultant hereby acknowledges receipt of a copy of the Company’s "Code of Business Conduct" and by execution of this Agreement, Consultant warrants and certifies that it fully understands the Company’s policy with respect to international sales transactions and relations
 
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with customers and suppliers, and that Consultant will do nothing in the performance of the services required under this Agreement which will be in conflict with such Code of Business Conduct.

(h)            Consultant agrees to give written notice within twenty-four hours to the Company in the event that, at any time during the Term of this Consultancy Agreement, Consultant has or believes he may have failed to comply with, or has or believes it may have breached any of his warranties hereunder.

(i)            Consultant acknowledges the Company’s Code of Conduct and Anti-Corruption Policy and will adhere thereto.


/s/ Edward M. Tracy
Edward M. Tracy
 
Date:
January 15, 2015

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Schedule 1
FCPA Disclosure Statement

Edward M. Tracy, ("CONSULTANT") hereby certifies that he has paid, or offered or agreed to pay, or has caused to be paid, or offered or agreed to be paid directly or indirectly, in respect of this Consultancy Agreement the following political contributions, fees, and commissions:

I.  (State "none" if no political contributions, fees, or commissions have been paid, or offered or agreed to be paid or caused to be paid.) _____None    X    
If CONSULTANT has made any entry in space I. above, CONSULTANT shall furnish further information detailing such contributions, fees and or commissions in space II.

II.  (State "Not Applicable" if no entry has been made in space I.)_Not applicable

CONSULTANT further certifies that it has not and will not offer, pay, promise to pay, or
authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to a Macau official, including employees and officials (appointed or elected) of any government, agency, instrumentality or state owned enterprise (as defined in the Foreign Corrupt Practices Act, as amended), to any Macau political party or official thereof or any candidate for Macau  political office, or to any person, while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Macau official, to any Macau political party or official thereof, or to any candidate for Macau political office, for the purposes of:

(a) influencing any act or decision of such Macau official, political party, party official, or candidate in his or its official capacity, including a decision to fail to perform his or its official functions; or
(b) inducing such Macau official, political party, party official, or candidate to use his or its influence with the Macau government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist the Company or CONSULTANT in obtaining or retaining business for or with, or directing business to the Company or CONSULTANT or to obtain an unfair advantage.

CONSULTANT further agrees that if subsequent developments cause the certifications and information reported hereinafter to be no longer accurate or complete,

CONSULTANT will immediately furnish the Company with a supplementary report detailing such change in circumstances.
 

/s/ Edward M. Tracy
Consultant
 
Date:
January 15, 2015
 
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Attachment D

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EXHIBIT 31.1
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Sheldon G. Adelson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
May 7, 2015
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 31.2
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Michael A. Quartieri, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
May 7, 2015
By:
 
/s/ Michael A. Quartieri
 
 
 
 
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)




EXHIBIT 32.1
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
May 7, 2015
By:
 
/s/ Sheldon G. Adelson
 
 
 
 
Sheldon G. Adelson
Chief Executive Officer




EXHIBIT 32.2
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:
May 7, 2015
By:
 
/s/ Michael A. Quartieri
 
 
 
 
Michael A. Quartieri
Chief Accounting Officer
(Principal Financial Officer)




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