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 $40.3 million (consisting of $268.8 million of liabilities consisting primarily of deferred proceeds from the sale, partially offset by $228.5 million of property and equipment) and $29.3 million (consisting of $268.6 million of liabilities consisting primarily of deferred proceeds from the sale, partially offset by $239.3 million of property and equipment) as of December 31, 2014 and 2013, respectively, and a net loss (consisting primarily of depreciation expense) of $11.8 million, $12.9 million and $15.1 million for the years ended December 31, 2014, 2013 and 2012, 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.

In connection with the refinancing of the prior U.S. senior secured credit facility in December 2013, there has been a change in the group of subsidiaries that are the Restricted Subsidiaries, to exclude Palazzo Condo Tower, LLC, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC. Accordingly, the Company had reclassified the 2012 financial information in the prior period to conform to the current presentation of the Restricted Subsidiaries.

Additionally, LVSC is a holding company and, as a result, its ability to pay dividends is dependent on its subsidiaries’ ability to provide funds to it. Restrictions imposed by the Company’s U.S., Macao and Singapore credit facilities may restrict the Company’s key subsidiaries holding a majority of the consolidated group’s total assets from making dividends or distributions, subject to certain exceptions as defined in the agreements, unless certain financial and non-financial criteria have been satisfied. LVSC received cash dividends of $3.41 billion, $1.84 billion and $2.75 billion from its subsidiaries during the years ended December 31, 2014, 2013 and 2012, respectively.

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 December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 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

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 receivables	—		—		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 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

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013



	LVSC (Non-Guarantor parent)		Restricted Subsidiaries		Non-Restricted Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	50,180	$	315,489	$	3,234,745	$	—		$	3,600,414
Restricted cash and cash equivalents	—		—		6,839		—			6,839
Intercompany receivables	271,993		236,259		—		(508,252		)	—
Intercompany notes receivable	—		—		251,537		(251,537		)	—
Accounts receivable, net	11,815		295,333		1,454,962		—			1,762,110
Inventories	3,895		12,609		25,442		—			41,946
Deferred income taxes, net	7,509		37,233		—		(44,742		)	—
Prepaid expenses and other	21,311		11,592		71,327		—			104,230
Total current assets	366,703		908,515		5,044,852		(804,531		)	5,515,539
Property and equipment, net	155,806		3,056,678		12,146,469		—			15,358,953
Investments in subsidiaries	7,568,252		6,112,507		—		(13,680,759		)	—
Deferred financing costs, net	181		30,737		155,046		—			185,964
Intercompany receivables	483		38,931		—		(39,414		)	—
Intercompany notes receivable	—		1,081,710		—		(1,081,710		)	—
Deferred income taxes, net	—		—		—		13,821			13,821
Leasehold interests in land, net	—		—		1,428,819		—			1,428,819
Intangible assets, net	690		—		101,391		—			102,081
Other assets, net	264		22,288		96,535		—			119,087
Total assets	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264
Accounts payable	$	8,381	$	25,679	$	85,134	$	—		$	119,194
Construction payables	2,161		3,226		236,173		—			241,560
Intercompany payables	—		278,309		229,943		(508,252		)	—
Intercompany notes payable	251,537		—		—		(251,537		)	—
Accrued interest payable	77		224		6,250		—			6,551
Other accrued liabilities	54,071		224,759		1,916,036		—			2,194,866
Deferred income taxes	—		—		58,051		(44,742		)	13,309
Income taxes payable	—		17		176,661		—			176,678
Current maturities of long-term debt	3,688		24,892		348,927		—			377,507
Total current liabilities	319,915		557,106		3,057,175		(804,531		)	3,129,665
Other long-term liabilities	3,775		10,175		98,245		—			112,195
Intercompany payables	—		—		39,414		(39,414		)	—
Intercompany notes payable	—		—		1,081,710		(1,081,710		)	—
Deferred income taxes	39,523		54,668		65,199		13,821			173,211
Deferred amounts related to mall transactions	—		425,912		—		—			425,912
Long-term debt	63,672		2,823,269		6,495,811		—			9,382,752
Total liabilities	426,885		3,871,130		10,837,554		(1,911,834		)	13,223,735
Total Las Vegas Sands Corp. stockholders’ equity	7,665,494		7,379,831		6,300,928		(13,680,759		)	7,665,494
Noncontrolling interests	—		405		1,834,630		—			1,835,035
Total equity	7,665,494		7,380,236		8,135,558		(13,680,759		)	9,500,529
Total liabilities and equity	$	8,092,379	$	11,251,366	$	18,973,112	$	(15,592,593	)	$	22,724,264

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2014



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	509,206		$	11,495,155		$	—		$	12,004,361
Rooms	—			491,493			1,048,927			—			1,540,420
Food and beverage	—			201,892			576,877			—			778,769
Mall	—			—			553,534			—			553,534
Convention, retail and other	—			320,409			410,967			(182,672		)	548,704
	—			1,523,000			14,085,460			(182,672		)	15,425,788
Less — promotional allowances	(1,279		)	(88,929		)	(749,504		)	(2,227		)	(841,939		)
Net revenues	(1,279		)	1,434,071			13,335,956			(184,899		)	14,583,849
Operating expenses:
Casino	—			298,641			6,410,119			(3,226		)	6,705,534
Rooms	—			139,837			116,998			—			256,835
Food and beverage	—			99,427			297,212			(4,079		)	392,560
Mall	—			—			69,732			—			69,732
Convention, retail and other	—			101,983			249,968			(31,192		)	320,759
Provision for doubtful accounts	—			37,059			149,663			—			186,722
General and administrative	—			305,279			953,831			(977		)	1,258,133
Corporate	156,775			1,807			161,570			(145,402		)	174,750
Pre-opening	—			98			26,133			(1		)	26,230
Development	14,210			—			137			(22		)	14,325
Depreciation and amortization	26,020			183,566			822,003			—			1,031,589
Amortization of leasehold interests in land	—			—			40,598			—			40,598
(Gain) loss on disposal of assets	(42		)	7,233			(335		)	—			6,856
	196,963			1,174,930			9,297,629			(184,899		)	10,484,623
Operating income (loss)	(198,242		)	259,141			4,038,327			—			4,099,226
Other income (expense):
Interest income	180			178,136			30,406			(183,079		)	25,643
Interest expense, net of amounts capitalized	(6,442		)	(113,546		)	(337,272		)	183,079			(274,181		)
Other income (expense)	(791		)	(4,732		)	7,488			—			1,965
Loss on modification or early retirement of debt	—			—			(19,942		)	—			(19,942		)
Income from equity investments in subsidiaries	2,919,958			2,598,506			—			(5,518,464		)	—
Income before income taxes	2,714,663			2,917,505			3,719,007			(5,518,464		)	3,832,711
Income tax benefit (expense)	125,966			(141,089		)	(229,517		)	—			(244,640		)
Net income	2,840,629			2,776,416			3,489,490			(5,518,464		)	3,588,071
Net income attributable to noncontrolling interests	—			(2,274		)	(745,168		)	—			(747,442		)
Net income attributable to Las Vegas Sands Corp.	$	2,840,629		$	2,774,142		$	2,744,322		$	(5,518,464	)	$	2,840,629

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	584,372		$	10,802,545		$	—		$	11,386,917
Rooms	—			472,518			908,163			—			1,380,681
Food and beverage	—			197,371			532,888			—			730,259
Mall	—			—			481,400			—			481,400
Convention, retail and other	—			310,276			377,791			(172,888		)	515,179
	—			1,564,537			13,102,787			(172,888		)	14,494,436
Less — promotional allowances	(1,455		)	(91,217		)	(629,994		)	(1,885		)	(724,551		)
Net revenues	(1,455		)	1,473,320			12,472,793			(174,773		)	13,769,885
Operating expenses:
Casino	—			314,966			6,171,744			(2,992		)	6,483,718
Rooms	—			157,497			114,449			(4		)	271,942
Food and beverage	—			90,507			283,366			(4,303		)	369,570
Mall	—			—			73,358			—			73,358
Convention, retail and other	—			106,242			238,296			(26,669		)	317,869
Provision for doubtful accounts	—			29,977			207,809			—			237,786
General and administrative	—			341,659			988,927			(846		)	1,329,740
Corporate	164,926			1,264			163,287			(139,942		)	189,535
Pre-opening	—			911			12,428			—			13,339
Development	15,207			—			619			(17		)	15,809
Depreciation and amortization	26,165			186,871			794,432			—			1,007,468
Amortization of leasehold interests in land	—			—			40,352			—			40,352
(Gain) loss on disposal of assets	(12,641		)	1,823			21,974			—			11,156
	193,657			1,231,717			9,111,041			(174,773		)	10,361,642
Operating income (loss)	(195,112		)	241,603			3,361,752			—			3,408,243
Other income (expense):
Interest income	1,155			173,203			18,189			(176,210		)	16,337
Interest expense, net of amounts capitalized	(4,269		)	(88,972		)	(354,180		)	176,210			(271,211		)
Other income (expense)	(5,282		)	(2,322		)	11,925			—			4,321
Loss on modification or early retirement of debt	—			(14,178		)	—			—			(14,178		)
Income from equity investments in subsidiaries	2,416,604			2,119,936			—			(4,536,540		)	—
Income before income taxes	2,213,096			2,429,270			3,037,686			(4,536,540		)	3,143,512
Income tax benefit (expense)	92,901			(133,519		)	(148,218		)	—			(188,836		)
Net income	2,305,997			2,295,751			2,889,468			(4,536,540		)	2,954,676
Net income attributable to noncontrolling interests	—			(2,894		)	(645,785		)	—			(648,679		)
Net income attributable to Las Vegas Sands Corp.	$	2,305,997		$	2,292,857		$	2,243,683		$	(4,536,540	)	$	2,305,997

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2012



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	512,647		$	8,495,511		$	—		$	9,008,158
Rooms	—			446,241			707,783			—			1,154,024
Food and beverage	—			173,111			455,417			—			628,528
Mall	—			—			396,927			—			396,927
Convention, retail and other	—			294,047			359,342			(156,357		)	497,032
	—			1,426,046			10,414,980			(156,357		)	11,684,669
Less — promotional allowances	(1,109		)	(84,613		)	(466,177		)	(1,638		)	(553,537		)
Net revenues	(1,109		)	1,341,433			9,948,803			(157,995		)	11,131,132
Operating expenses:
Casino	—			288,999			4,841,526			(2,489		)	5,128,036
Rooms	—			138,356			98,951			(4		)	237,303
Food and beverage	—			85,206			250,258			(4,254		)	331,210
Mall	—			—			68,763			—			68,763
Convention, retail and other	—			84,957			239,904			(20,598		)	304,263
Provision for doubtful accounts	—			28,987			210,345			—			239,332
General and administrative	—			268,834			793,916			(815		)	1,061,935
Corporate	188,187			413			148,243			(129,813		)	207,030
Pre-opening	—			1,909			141,893			(7		)	143,795
Development	19,973			—			—			(15		)	19,958
Depreciation and amortization	19,921			222,096			650,029			—			892,046
Amortization of leasehold interests in land	—			—			40,165			—			40,165
Impairment loss	—			—			143,674			—			143,674
(Gain) loss on disposal of assets	(1		)	389			1,852			—			2,240
	228,080			1,120,146			7,629,519			(157,995		)	8,819,750
Operating income (loss)	(229,189		)	221,287			2,319,284			—			2,311,382
Other income (expense):
Interest income	281			135,153			21,700			(133,882		)	23,252
Interest expense, net of amounts capitalized	(4,841		)	(91,870		)	(295,735		)	133,882			(258,564		)
Other income (expense)	(47		)	792			4,995			—			5,740
Loss on modification or early retirement of debt	(2,831		)	(1,599		)	(14,804		)	—			(19,234		)
Income from equity investments in subsidiaries	1,705,354			1,430,459			—			(3,135,813		)	—
Income before income taxes	1,468,727			1,694,222			2,035,440			(3,135,813		)	2,062,576
Income tax benefit (expense)	55,366			(78,240		)	(157,889		)	—			(180,763		)
Net income	1,524,093			1,615,982			1,877,551			(3,135,813		)	1,881,813
Net income attributable to noncontrolling interests	—			(2,733		)	(354,987		)	—			(357,720		)
Net income attributable to Las Vegas Sands Corp.	$	1,524,093		$	1,613,249		$	1,522,564		$	(3,135,813	)	$	1,524,093

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2014



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	2,840,629		$	2,776,416		$	3,489,490		$	(5,518,464	)	$	3,588,071
Currency translation adjustment, before and after tax	(97,682		)	(83,039		)	(98,414		)	180,721			(98,414		)
Total comprehensive income	2,742,947			2,693,377			3,391,076			(5,337,743		)	3,489,657
Comprehensive income attributable to noncontrolling interests	—			(2,274		)	(744,436		)	—			(746,710		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,742,947		$	2,691,103		$	2,646,640		$	(5,337,743	)	$	2,742,947

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2013



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	2,305,997		$	2,295,751		$	2,889,468		$	(4,536,540	)	$	2,954,676
Currency translation adjustment, before and after tax	(89,295		)	(75,797		)	(89,976		)	165,092			(89,976		)
Total comprehensive income	2,216,702			2,219,954			2,799,492			(4,371,448		)	2,864,700
Comprehensive income attributable to noncontrolling interests	—			(2,894		)	(645,104		)	—			(647,998		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	2,216,702		$	2,217,060		$	2,154,388		$	(4,371,448	)	$	2,216,702

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2012



	LVSC (Non-Guarantor parent)		Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net income	$	1,524,093	$	1,615,982		$	1,877,551		$	(3,135,813	)	$	1,881,813
Currency translation adjustment, net of reclassification adjustment and before and after tax	168,974		143,570			172,788			(312,544		)	172,788
Total comprehensive income	1,693,067		1,759,552			2,050,339			(3,448,357		)	2,054,601
Comprehensive income attributable to noncontrolling interests	—		(2,733		)	(358,801		)	—			(361,534		)
Comprehensive income attributable to Las Vegas Sands Corp.	$	1,693,067	$	1,756,819		$	1,691,538		$	(3,448,357	)	$	1,693,067

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2014



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	3,223,393		$	2,915,949		$	4,643,445		$	(5,949,943	)	$	4,832,844
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			—			270			—			270
Capital expenditures	(31,626		)	(102,502		)	(1,044,528		)	—			(1,178,656		)
Proceeds from disposal of property and equipment	42			671			1,105			—			1,818
Repayments of receivable from non-restricted subsidiaries	—			1,889			—			(1,889		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(114,155		)	114,155			—
Dividends received from non-restricted subsidiaries	—			1,418,221			—			(1,418,221		)	—
Capital contributions to subsidiaries	—			(1,327,991		)	—			1,327,991			—
Net cash used in investing activities	(31,584		)	(9,712		)	(1,157,308		)	22,036			(1,176,568		)
Cash flows from financing activities:
Proceeds from exercise of stock options	44,973			—			10,677			—			55,650
Excess tax benefit from stock option exercises	3,585			—			—			—			3,585
Repurchase of common stock	(1,676,802		)	—			—			—			(1,676,802		)
Dividends paid	(1,610,087		)	—			(776,570		)	—			(2,386,657		)
Distributions to noncontrolling interests	—			(2,274		)	(7,499		)	—			(9,773		)
Dividends paid to Las Vegas Sands Corp.	—			(3,279,161		)	(129,416		)	3,408,577			—
Dividends paid to Restricted Subsidiaries	—			—			(3,959,587		)	3,959,587			—
Capital contributions received	—			—			1,327,991			(1,327,991		)	—
Borrowings from non-restricted subsidiaries	114,155			—			—			(114,155		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,889		)	1,889			—
Proceeds from 2013 U.S. credit facility	—			1,678,000			—			—			1,678,000
Proceeds from 2011 VML credit facility	—			—			819,725			—			819,725
Repayments on 2013 U.S. credit facility	—			(1,270,500		)	—			—			(1,270,500		)
Repayments on 2011 VML credit facility	—			—			(819,680		)	—			(819,680		)
Repayments on 2012 Singapore credit facility	—			—			(17,930		)	—			(17,930		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,392		)	(3,276		)	—			(5,668		)
Payments of deferred financing costs	—			—			(88,048		)	—			(88,048		)
Net cash used in financing activities	(3,127,864		)	(2,876,327		)	(3,645,502		)	5,927,907			(3,721,786		)
Effect of exchange rate on cash	—			—			(28,585		)	—			(28,585		)
Increase (decrease) in cash and cash equivalents	63,945			29,910			(187,950		)	—			(94,095		)
Cash and cash equivalents at beginning of year	50,180			315,489			3,234,745			—			3,600,414
Cash and cash equivalents at end of year	$	114,125		$	345,399		$	3,046,795		$	—		$	3,506,319

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	1,693,766		$	1,892,021		$	4,255,589		$	(3,401,964	)	$	4,439,412
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			1			(383		)	—			(382		)
Capital expenditures	(29,901		)	(91,900		)	(776,310		)	—			(898,111		)
Proceeds from disposal of property and equipment	31,000			121			1,034			—			32,155
Acquisition of intangible assets	—			—			(45,871		)	—			(45,871		)
Repayments of receivable from non-restricted subsidiaries	—			1,357			—			(1,357		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(251,537		)	251,537			—
Repayments of receivable from Las Vegas Sands Corp.	—			—			237,161			(237,161		)	—
Dividends received from non-restricted subsidiaries	—			1,383,116			—			(1,383,116		)	—
Capital contributions to subsidiaries	(68		)	(1,292,416		)	—			1,292,484			—
Net cash generated from (used in) investing activities	1,031			279			(835,906		)	(77,613		)	(912,209		)
Cash flows from financing activities:
Proceeds from exercise of stock options	50,223			—			19,373			—			69,596
Repurchase of common stock	(561,150		)	—			—			—			(561,150		)
Proceeds from exercise of warrants	350			—			—			—			350
Dividends paid	(1,152,690		)	—			(411,359		)	—			(1,564,049		)
Distributions to noncontrolling interests	—			(2,894		)	(8,964		)	—			(11,858		)
Dividends paid to Las Vegas Sands Corp.	—			(1,732,152		)	(108,570		)	1,840,722			—
Dividends paid to Restricted Subsidiaries	—			—			(2,944,358		)	2,944,358			—
Capital contributions received	—			—			1,292,484			(1,292,484		)	—
Borrowings from non-restricted subsidiaries	251,537			—			—			(251,537		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(1,357		)	1,357			—
Repayments on borrowings from non-restricted subsidiaries	(237,161		)	—			—			237,161			—
Proceeds from 2013 U.S. credit facility	—			2,828,750			—			—			2,828,750
Proceeds from senior secured credit facility	—			250,000			—			—			250,000
Proceeds from 2012 Singapore credit facility	—			—			104,357			—			104,357
Repayments on senior secured credit facility	—			(3,073,038		)	—			—			(3,073,038		)
Repayments on 2012 Singapore credit facility	—			—			(430,504		)	—			(430,504		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,350		)	(3,452		)	—			(5,802		)
Payments of deferred financing costs	—			(27,529		)	(7,885		)	—			(35,414		)
Net cash used in financing activities	(1,652,579		)	(1,759,213		)	(2,500,235		)	3,479,577			(2,432,450		)
Effect of exchange rate on cash	—			—			(7,105		)	—			(7,105		)
Increase in cash and cash equivalents	42,218			133,087			912,343			—			1,087,648
Cash and cash equivalents at beginning of year	7,962			182,402			2,322,402			—			2,512,766
Cash and cash equivalents at end of year	$	50,180		$	315,489		$	3,234,745		$	—		$	3,600,414

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2012



	LVSC (Non-Guarantor parent)			Restricted Subsidiaries			Non-Restricted Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash generated from operating activities	$	2,544,296		$	2,177,182		$	2,894,423		$	(4,558,144	)	$	3,057,757
Cash flows from investing activities:
Change in restricted cash and cash equivalents	—			(1		)	694			—			693
Capital expenditures	(50,903		)	(155,936		)	(1,242,395		)	—			(1,449,234		)
Proceeds from disposal of property and equipment	—			454			2,455			—			2,909
Intercompany receivable to non-restricted subsidiaries	(20,297		)	—			—			20,297			—
Repayments of receivable from non-restricted subsidiaries	—			683			—			(683		)	—
Notes receivable to Las Vegas Sands Corp.	—			—			(237,161		)	237,161			—
Notes receivable to non-restricted subsidiaries	—			(9,773		)	—			9,773			—
Dividends received from non-restricted subsidiaries	—			2,564,500			—			(2,564,500		)	—
Capital contributions to subsidiaries	(64		)	(2,485,000		)	—			2,485,064			—
Net cash used in investing activities	(71,264		)	(85,073		)	(1,476,407		)	187,112			(1,445,632		)
Cash flows from financing activities:
Proceeds from exercise of stock options	34,668			—			11,572			—			46,240
Proceeds from exercise of warrants	528,908			—			—			—			528,908
Dividends paid	(3,085,256		)	—			(357,056		)	—			(3,442,312		)
Distributions to noncontrolling interests	—			(2,733		)	(7,733		)	—			(10,466		)
Deemed distribution to Principal Stockholder	—			—			(18,576		)	—			(18,576		)
Dividends paid to Las Vegas Sands Corp.	—			(2,568,900		)	(181,191		)	2,750,091			—
Dividends paid to Restricted Subsidiaries	—			—			(4,372,553		)	4,372,553			—
Capital contributions received	—			—			2,485,064			(2,485,064		)	—
Borrowings from Las Vegas Sands Corp.	—			—			20,297			(20,297		)	—
Borrowings from Restricted Subsidiaries	—			—			9,773			(9,773		)	—
Borrowings from non-restricted subsidiaries	237,161			—			—			(237,161		)	—
Repayments on borrowings from Restricted Subsidiaries	—			—			(683		)	683			—
Proceeds from 2012 Singapore credit facility	—			—			3,951,486			—			3,951,486
Proceeds from senior secured credit facility	—			400,000			—			—			400,000
Repayments on Singapore credit facility	—			—			(3,635,676		)	—			(3,635,676		)
Repayments on senior secured credit facility	—			(425,555		)	—			—			(425,555		)
Redemption of senior notes	(189,712		)	—			—			—			(189,712		)
Repayments on ferry financing	—			—			(140,337		)	—			(140,337		)
Repayments on airplane financings	(3,688		)	—			—			—			(3,688		)
Repayments on HVAC equipment lease and other long-term debt	—			(2,161		)	(2,569		)	—			(4,730		)
Payments of deferred financing costs	—			—			(100,888		)	—			(100,888		)
Net cash used in financing activities	(2,477,919		)	(2,599,349		)	(2,339,070		)	4,371,032			(3,045,306		)
Effect of exchange rate on cash	—			—			43,229			—			43,229
Decrease in cash and cash equivalents	(4,887		)	(507,240		)	(877,825		)	—			(1,389,952		)
Cash and cash equivalents at beginning of year	12,849			689,642			3,200,227			—			3,902,718
Cash and cash equivalents at end of year	$	7,962		$	182,402		$	2,322,402		$	—		$	2,512,766