Annual Report 2009

ANNUAL REPORT 2009 LAS VEGAS SANDS CORP. ~ ANNUAL REPORT 2009 Marina Bay Sands Singapore ~ April 2010 3355 Las Vegas Boulevard South ~ Las Vegas, Nevada 89109 Telephone: 702.414.1000 ~ www.lasvegassands.com The Plaza Casino / The Palazzo Cotai Strip CotaiJet Marina Bay Sands The Venetian Sands Bethlehem The Sands Macao The Venetian Macao Four Seasons Hotel Las Vegas ~ December 2007 Macao ~ November 2007 Singapore ~ April 2010 Las Vegas ~ May 1999 Pennsylvania ~ May 2009 Macao ~ May 2004 Macao ~ August 2007 Macao ~ 2008 ellow Shareholders, I am pleased to present to you our 2009 Annual Report. Our company produced record revenues and cash flows from operations for the year 2009. In addition, we continued to extend our proven business model around the globe and to fortify our position as the preeminent worldwide developer and operator of premium convention-based integrated resorts. The Venetian Macao welcomed nearly 24 million visitors in 2009 and has been widely recognized as a leader in Macau’s transformation into a leading international business and leisure destination. This was the first full calendar year of operation for our newest integrated resort in Macau and our second on the Cotai Strip, the Four Seasons Hotel Macao and Plaza Casino. Our world-class properties in Macau generated record revenues and cash flows from operations during the year. In November we completed the listing of Sands China Ltd. on the Hong Kong Stock Exchange. The listing accomplished two important objectives. First, it provided an opportunity for Chinese and other investors to participate directly in the future growth of our operations in Macau. Second, the listing generated over $3 billion of equity capital, increasing our liquidity and positioning us to recommence development activity on parcels five and six on the Cotai Strip. Parcels five and six comprise our largest integrated resort complex on the Cotai Strip to date, and we expect the first portion of the development to be completed in the third quarter of 2011. The complex will feature more than 6,000 rooms and suites from the Shangri-La, Traders, Sheraton, Sheraton Towers, and St. Regis hotel brands. We look to this development, as well as additional integrated resorts on the Cotai Strip, to deliver strong growth in the future. In Las Vegas, revenues were down given the softer operating environment in 2009. We have seen a gradual strengthening in our Las Vegas business in 2010, and expect stronger group business volumes this year to benefit our operations as the Las Vegas market recovers. In May, we opened Sands Bethlehem on the historic site of Bethlehem Steel Works. With its close proximity to New York and northern New Jersey, the introduction of table games this summer and the addition of a 300 room hotel in the spring of 2011, we are confident that Sands Bethlehem will improve its performance in the years ahead. We significantly strengthened our liquidity and financial position during the year, with approximately $5 billion of cash and cash equivalents on our balance sheet at year end. We look forward to completing the sale of non-core assets in 2010, which will allow us to accelerate our deleveraging strategy. Looking ahead, we remain focused on two principal objectives that form the core of our strategy. First, the maximization of cash flow from our operating properties, which will be realized through revenue growth and operating efficiency. Second, the continued development of world-class integrated resort properties around the world. On April 27th, we will debut Marina Bay Sands in Singapore. Marina Bay Sands will increase tourism to Singapore and deliver the economic benefits of our integrated resort business model to Singapore and South Asia for decades to come. Singapore’s excellent transportation infrastructure and proximity to South Asian population centers, coupled with Marina Bay Sands’ iconic architecture, world-class entertainment amenities and ideal location adjacent to Singapore’s central business district, make this integrated resort among the most promising in our portfolio. We continue working to assure that our growth pipeline is filled with additional integrated resort development opportunities. Our many 2009 accomplishments are summarized in our 2009 Form 10-K report which follows. Thank you for your support and the confidence you continue to show in our company. We look forward to sharing with you the ongoing success of the company in the years ahead. Sheldon G. Adelson Chairman and Chief Executive Officer April 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ¥ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or n TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32373 LAS VEGAS SANDS CORP. (Exact name of registrant as specified in its charter) Nevada 27-0099920 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3355 Las Vegas Boulevard South 89109 Las Vegas, Nevada (Zip Code) (Address of principal executive offices) Registrant’s telephone number, including area code: (702) 414-1000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock ($0.001 par value) New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¥ No n Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes n No ¥ 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 ¥ No n 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 n No n Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¥ 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 ¥ Accelerated filer n Non-accelerated filer n Smaller reporting company n (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes n No ¥ As of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,484,669,331 based on the closing sale price on that date as reported on the New York Stock Exchange. The Company had 660,323,374 shares of common stock outstanding as of February 19, 2010. DOCUMENTS INCORPORATED BY REFERENCE Description of document Part of the Form 10-K Portions of the definitive Proxy Statement to be used in connection Part III (Item 10 through Item 14) with the registrant’s 2010 Annual Meeting of Stockholders Las Vegas Sands Corp. Table of Contents Page PARTI ........................................................................ 1 ITEM 1 — BUSINESS............................................................ 1 ITEM 1A — RISK FACTORS ....................................................... 23 ITEM 1B — UNRESOLVED STAFF COMMENTS ....................................... 38 ITEM 2 — PROPERTIES.......................................................... 39 ITEM 3 — LEGAL PROCEEDINGS ................................................. 40 ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............. 42 PARTII........................................................................ 43 ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ................ 43 ITEM 6 — SELECTED FINANCIAL DATA ........................................... 45 ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................. 46 ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..... 70 ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ..................... 72 ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .......................................... 135 ITEM 9A — CONTROLS AND PROCEDURES .......................................... 135 ITEM 9B — OTHER INFORMATION ................................................

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