2010 Annual Report
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ellow Shareholders, I am pleased to present to you our 2010 Annual Report. Our company delivered outstanding financial results for the year 2010, achieving record revenues, operating income, adjusted property EBITDA and cash flows from operations for the year. In addition, we continued to fortify our position as the preeminent worldwide developer and operator of premium convention-based integrated resorts. The Venetian Macao welcomed more than 25 million visitors in 2010 and has been widely recognized as a leader in Macau’s transformation into a leading international business and leisure destination. We are pleased that each of our world-class properties in Macau generated strong growth and record revenues and cash flows from operations during the year. Looking ahead to future developments in Macau, parcels five and six comprise our largest integrated resort complex on the Cotai Strip to date. Although we have made significant progress on parcels five and six (Sands Cotai) our anticipated opening of phase I (parcel five) could slip to the first quarter of 2012 if we do not secure increases in our present construction labor force. The complex will feature gaming and entertainment, dining, retail and MICE (meeting, convention, incentive and exhibition) facilities as well as more than 6,000 rooms and suites from international hotel brands including Sheraton, Sheraton Towers and St. Regis. This development will be the last significant development in Macau for the forseeable future and will secure our position as the leading operator in the world’s largest gaming market. On April 27th of 2010, we introduced Marina Bay Sands in Singapore to the world. We are pleased to report that Marina Bay Sands has already contributed to an increase in business and leisure tourism to Singapore and are confident it will continue to deliver the significant 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 drivers of future growth in our current portfolio. I am also pleased to share that Marina Bay Sands has already generated over $1 billion dollars of adjusted property EBITDA in just its first twelve months of operation, which is a record not only for any property in the history of our company, but a record for any property in the history of our industry. In Las Vegas, revenues were up during 2010, while group and convention business began to recover from the softer operating environment in 2009. We expect stronger group business volumes this year to benefit our operations as the Las Vegas market continues to recover. Sands Bethlehem delivered healthy growth during the year and benefitted handsomely from the introduction of table games at the property in June of 2010. With the addition of a 300-room hotel next month, and the completion of a retail mall and entertainment complex later this year, we are confident that Sands Bethlehem will continue to grow and to provide meaningful economic benefits to the surrounding Lehigh Valley in the years ahead. We significantly strengthened our liquidity and financial position during the year, meaningfully reduced our long term debt and ended the year with more than $3 billion of cash and cash equivalents on our balance sheet. Our strong operating cash flows and healthy balance sheet position us to accelerate our deleveraging strategy in 2011 and to implement additional measures that will further reduce our borrowing costs, optimize our capital structure, and enhance returns to shareholders. In addition, we have the potential for the sale of non-core assets in the future, which would allow us to further accelerate our deleveraging strategy and enhance our overall return to shareholders. 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 both organic revenue growth and operating efficiency. Second, the continued development of world-class integrated resort properties around the world. We continue working to assure that our growth pipeline is filled with additional integrated resort development opportunities. Our many 2010 accomplishments are summarized in our 2010 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 2011 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, 2010 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 ¥ 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, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $7,009,236,556 based on the closing sale price on that date as reported on the New York Stock Exchange. The Company had 726,471,263 shares of common stock outstanding as of February 18, 2011. 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 2011 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 ....................................... 39 ITEM 2 — PROPERTIES.......................................................... 40 ITEM 3 — LEGAL PROCEEDINGS ................................................. 41 ITEM 4 — REMOVED AND RESERVED ............................................. 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 .............................................. 47 ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..... 71 ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ..................... 73 ITEM 9 — CHANGES