##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from     to   Commission file number
    001-32373
  LAS VEGAS SANDS CORP.
 (Exact name of registrant as
    specified in its charter)
  Nevada

27-0099920(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer 
    Identification No.)3355 Las Vegas Boulevard South
    Las Vegas, Nevada(Address of principal
    executive offices)

89109(Zip Code)   Registrants telephone
    number, including Area code:
 (702) 414-1000
  Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock ($0.001 par value)

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
    Large accelerated
    filer  þ           Accelerated
    filer  o           Non-accelerated
    filer  o
               Smaller
    reporting company
    o
 (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Description of document

Part of the Form 10-KPortions of the definitive Proxy Statement to be used in
    connection with the registrants 2008 Annual Meeting of
    Stockholders

Part III (Item 10 through Item 14)




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##### 





Las Vegas
    Sands Corp.
  Table of
    Contents
  PagePART I


1ITEM 1



BUSINESS


1ITEM 1A



RISK FACTORS


21ITEM 1B



UNRESOLVED STAFF COMMENTS


34ITEM 2



PROPERTIES


34ITEM 3



LEGAL PROCEEDINGS


35ITEM 4



SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


37PART II


38ITEM 5



MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


38ITEM 6



SELECTED FINANCIAL DATA


39ITEM 7



MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


41ITEM 7A



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


60ITEM 8



FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


62ITEM 9



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


117ITEM 9A



CONTROLS AND PROCEDURES


117ITEM 9B



OTHER INFORMATION


118PART III


118ITEM 10



DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


118ITEM 11



EXECUTIVE COMPENSATION


119ITEM 12



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


119ITEM 13



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


119ITEM 14



PRINCIPAL ACCOUNTANT FEES AND SERVICES


119PART IV


120ITEM 15



EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


120EX-10.59EX-10.60EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   ii




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PART I ITEM 1. 
    BUSINESS  Overview
  TM
  Our
    Company
    (702) 414-1000. www.lasvegassands.com. Form 10-K.
  Form 10-K, Form 10-Q, Form 8-K,
  Form 10-K
    Operations
  Las
    Vegas
   1




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tm
    and/or on-site
  tour-and-travel-group
  Macao
    20-year
 2




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on-site
  United
    States Development Projects
  Las
    Vegas Condominiums
    Sands
    Bethworks
  124-acre
  Macao
    Development Projects
   3




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
    Parcel 2 is intended to be The Four Seasons Macao, which will be
    adjacent to The Venetian Macao and is expected to be a boutique
    hotel under the Four Seasons brand with approximately 400 luxury
    hotel rooms (including 19 Paiza mansions), distinctive dining
    experiences, a full service spa and other amenities,
    approximately 70,000 square feet of gaming space,
    approximately 220,000 square feet of upscale retail
    offerings and approximately 1.0 million square feet of Four
    Seasons-serviced and -branded luxury apartment hotel units. We
    will own the entire development. We have entered into an
    exclusive non-binding letter of intent and are currently
    negotiating definitive agreements under which Four Seasons
    Hotels Inc. will manage the hotel and serviced luxury apartment
    hotel under its Four Seasons brand. The Four Seasons Macao is
    expected to open in summer 2008, with the Paiza mansions coming
    on line in spring 2009 and the serviced luxury apartment hotel
    being completed in summer 2009.
    Parcel 5 is intended to include a three-hotel complex with
    approximately 2,300 luxury and mid-scale hotel rooms, a casino,
    a retail shopping mall and approximately 320 serviced luxury
    apartment hotel units. We will own the entire development and
    have entered into management agreements with
    Shangri-La Hotels and Resorts to manage two hotels under
    its Shangri-La and Traders brands and Starwood
    Hotels & Resorts Worldwide to manage a hotel and
    serviced luxury apartment hotel under its St. Regis brand.
    Parcel 6 is intended to include a two-hotel complex with
    approximately 4,100 luxury and mid-scale hotel rooms, a casino
    and a retail shopping mall physically connected to the mall in
    the Shangri-La/Traders hotel podium. We will own the entire
    development and have entered into a management agreement with
    Starwood Hotels & Resorts Worldwide to manage the
    hotels under its Sheraton brand.
    Parcels 7 and 8 are intended to include multi-hotel complexes
    with a total of approximately 6,150 luxury and mid-scale hotel
    rooms, a casino, retail shopping malls and approximately 450
    serviced luxury apartment hotel units that are physically
    connected to the hotel complexes. We will own the entire
    development and have entered into non-binding agreements with
    Hilton Hotels to manage Hilton and Conrad brand hotels and
    serviced luxury apartment hotels on parcel 7 and Fairmont
    Raffles Holdings to manage Fairmont and Raffles brand hotels and
    serviced luxury apartment hotels on parcel 8. We are currently
    negotiating definitive agreements with Hilton Hotels and
    Fairmont Raffles Holdings.
    For parcel 3, we have signed a non-binding memorandum of
    agreement with an independent developer. We are currently
    negotiating the definitive agreement pursuant to which we will
    partner with the developer to build a multi-hotel complex, which
    may include a Cosmopolitan hotel. In addition, we have signed a
    non-binding letter of intent with Intercontinental Hotels Group
    to manage hotels under the Intercontinental and Holiday Inn
    International brands, and approximately 205 serviced luxury
    apartment hotel units under the Intercontinental brand, on this
    site. We are currently negotiating definitive agreements with
    Intercontinental Hotels Group. In total, the multi-hotel complex
    is intended to include approximately 3,940 hotel rooms, a
    casino, a retail shopping mall and serviced luxury apartment
    hotels.    and/or
   4




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Hengqin
    Island Development Project
    Singapore
    Development Project
    United
    Kingdom Development Projects
    Other
    Development Projects
   5




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The Las
    Vegas Market
  Competition
    for Our Las Vegas Operations
          The Macao
    Market
  Introduction
    Macao
    as a Gaming and Resort Destination
     6




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multi-day
  Proximity
    to Major Asian Cities
  three-hour five-hour
    tm
   7




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Competition
    in Macao
            Advertising
    and Marketing
   8




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Regulation
    and Licensing
  State
    of Nevada
      
    the prevention of unsavory or unsuitable persons from having a
    direct or indirect involvement with gaming at any time or in any
    capacity;
    the establishment and maintenance of responsible accounting
    practices and procedures;
    the maintenance of effective controls over the financial
    practices of licensees, including establishing minimum
    procedures for internal fiscal affairs and the safeguarding of
    assets and revenues, providing reliable record-keeping and
    requiring the filing of periodic reports with the Nevada Gaming
    Authorities;
    the prevention of cheating and fraudulent practices; and
    the establishment of a source of state and local revenues
    through taxation and licensing fees.         9




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
    voting on all matters voted on by stockholders;
    making financial and other inquiries of management of the type
    normally made by securities analysts for informational purposes
    and not to cause a change in management, policies or
    operations; and
    such other activities as the Nevada Commission may determine to
    be consistent with such investment intent.     10




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
    allow that person to exercise, directly or indirectly, any
    voting right conferred through securities held by that person;
    pay remuneration in any form to that person for services
    rendered or otherwise; or
    fail to pursue all lawful efforts to require such unsuitable
    person to relinquish his or her voting securities for cash at
    fair market value.      
    pays to the unsuitable person any dividend, interest, or any
    distribution whatsoever;
    recognizes any voting right by such unsuitable person in
    connection with such securities;
    pays the unsuitable person remuneration in any form; or
    makes any payment to the unsuitable person by way of principal,
    redemption, conversion, exchange, liquidation or similar
    transaction.       11




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
    assure the financial stability of corporate gaming operators and
    their affiliates;
    preserve the beneficial aspects of conducting business in the
    corporate form; and
    promote a neutral environment for the orderly governance of
    corporate affairs.        
    a percentage of the gross revenues received;
    the number of gaming devices operated; or
    the number of table games operated.        Commonwealth
    of Pennsylvania
   12




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Macao
    Concession and Our Subconcession
     13




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and/or
    
    pay that person any dividend or interest upon its shares;
    allow that person to exercise, directly or indirectly, any
    voting right conferred through shares held by that person;
    pay remuneration in any form to that person for services
    rendered or otherwise; or
    fail to pursue all lawful efforts to require that unsuitable
    person to relinquish its shares.   14




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
    assure the financial stability of corporate gaming operators and
    their affiliates;
    preserve the beneficial aspects of conducting business in the
    corporate form; and
    promote a neutral environment for the orderly governance of
    corporate affairs.      
    the operation of gaming without permission or operation of
    business which does not fall within the business scope of the
    subconcession;
    the suspension of operations of our gaming business in Macao
    without reasonable grounds for more than seven consecutive days
    or more than fourteen non-consecutive days within one calendar
    year;
    the unauthorized transfer of all or part of our gaming
    operations in Macao;
    the failure to pay taxes, premiums, levies or other amounts
    payable to the Macao government;
    the failure to resume operations following the temporary
    assumption of operations by the Macao government;
    the repeated failure to comply with decisions of the Macao
    government;
    the failure to provide or supplement the guarantee deposit or
    the guarantees specified in the subconcession within the
    prescribed period;
    the bankruptcy or insolvency of VML;
    fraudulent activity by VML;
    serious and repeated violation by VML of the applicable rules
    for carrying out casino games of chance or games of other forms
    or the operation of casino games of chance or games of other
    forms;
    the grant to any other person of any managing power over
    VML; or
    the failure by a controlling shareholder in VML to dispose of
    its interest in VML following notice from the gaming authorities
    of another jurisdiction in which such controlling shareholder is
    licensed to operate casino games of chance to the effect that
    such controlling shareholder can no longer own shares in VML. 15




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
    ensure the proper operation and conduct of casino games;
    employ people with appropriate qualifications;
    operate and conduct casino games of chance in a fair and honest
    manner without the influence of criminal activities;
    safeguard and ensure Macaos interests in tax revenue from
    the operation of casinos and other gaming areas; and
    maintain a specified level of insurance.           16




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Development
    Agreement with Singapore Tourism Board
  60-year and/or
       17




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Employees
   18




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Intellectual
    Property
  and/or
  Agreements
    Relating to the Malls
  The
    Grand Canal Shops
    
    continue to be obligated to fulfill certain lease termination
    and asset purchase agreements;
    lease the Blue Man Group Theater space located within The Grand
    Canal Shops from GGP for a period of 25 years, subject to
    an additional 50 years of extension options, with initial
    fixed minimum rent of $3.3 million per year;
    lease the gondola retail store and the canal space located
    within The Grand Canal Shops from GGP for a period of
    25 years, subject to an additional 50 years of
    extension options, with initial fixed minimum rent of
    $3.5 million per year; and
    lease certain office space from GGP for a period of
    10 years, subject to an additional 65 years of
    extension options, with initial annual rent of $0.9 million. 19




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The
    Shoppes at The Palazzo
  30-month 12-month
  Cooperation
    Agreement
    Operating Covenants.
  Maintenance and Repair.
 20




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Insurance.
  Parking. and/or
  Utility Easement.
  Consents, Approvals and Disputes.
  Sale of The Grand Canal Shops or The Shoppes at The Palazzo
    by GGP.
  ITEM 1A. 
    RISK
    FACTORS  Form 10-K
  Risks
    Related to Our Business
  Our
    business is particularly sensitive to reductions in
    discretionary consumer spending as a result of downturns in the
    economy.
   21




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Our
    business is sensitive to the willingness of our customers to
    travel. Acts of terrorism, regional political events and
    developments in the conflicts in certain countries could cause
    severe disruptions in air travel that reduce the number of
    visitors to our facilities, resulting in a material adverse
    effect on our financial condition, results of operations or cash
    flows.
    An
    outbreak of highly infectious disease could adversely affect the
    number of visitors to our facilities and disrupt our operations,
    resulting in a material adverse effect on our financial
    condition, results of operations or cash flows.
    There
    are significant risks associated with our planned construction
    projects, which could adversely effect our financial condition,
    results of operations or cash flows from these planned
    facilities.
  and/or
   22




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Because
    we are currently dependent upon our properties in two markets
    for all of our cash flow, we will be subject to greater risks
    than a gaming company with more operating properties or that
    operates in more markets.
      
    local economic and competitive conditions;
    inaccessibility due to inclement weather, road construction or
    closure of primary access routes;
    decline in air passenger traffic due to higher ticket costs or
    fears concerning air travel;
    changes in local and state governmental laws and regulations,
    including gaming laws and regulations;
    natural and other disasters, including the risk of typhoons in
    the South China region or outbreaks of infectious diseases;
    an increase in the cost of electrical power for our Las Vegas
    properties as a result of, among other things, power shortages
    in California or other western states with which Nevada shares a
    single regional power grid;
    changes in the availability of water; and
    a decline in the number of visitors to Las Vegas or Macao.  Our
    substantial debt could impair our financial condition, results
    of operations or cash flows. We may need to incur additional
    debt to finance our planned construction projects.
    
    make it more difficult for us to satisfy our debt obligations;
    increase our vulnerability to general adverse economic and
    industry conditions;
    impair our ability to obtain additional financing in the future
    for working capital needs, capital expenditures, development
    projects, acquisitions or general corporate purposes;
    require us to dedicate a significant portion of our cash flow
    from operations to the payment of principal and interest on our
    debt, which would reduce the funds available for our operations
    and development projects;
    limit our flexibility in planning for, or reacting to, changes
    in the business and the industry in which we operate; 23




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
    place us at a competitive disadvantage compared to our
    competitors that have less debt; and
    subject us to higher interest expense in the event of increases
    in interest rates to the extent a portion of our debt is and
    will continue to be at variable rates of interest.  and/or
  The
    terms of our debt instruments may restrict our current and
    future operations, particularly our ability to finance
    additional growth, respond to changes or take some actions that
    may otherwise be in our best interests.
    
    incur additional debt, including providing guarantees or credit
    support;
    incur liens securing indebtedness or other obligations;
    dispose of assets;
    make certain acquisitions;
    pay dividends or make distributions and make other restricted
    payments, such as purchasing equity interests, repurchasing
    junior indebtedness or making investments in third parties;
    enter into sale and leaseback transactions;
    engage in any new businesses;
    issue preferred stock; and
    enter into transactions with our stockholders and our affiliates.    Our
    insurance coverage may not be adequate to cover all possible
    losses that our properties could suffer. In addition, our
    insurance costs may increase and we may not be able to obtain
    the same insurance coverage in the future.
   24




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We
    depend on the continued services of key managers and employees.
    If we do not retain our key personnel or attract and retain
    other highly skilled employees, our business will
    suffer.
    We are
    controlled by a principal stockholder whose interest in our
    business may be different than yours.
  and/or and/or
 25




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We are
    a parent company and our primary source of cash is and will be
    distributions from our subsidiaries.
    Risks
    Associated with Our U.S. Operations
  We
    face significant competition in Las Vegas which could materially
    adversely effect our financial condition, results of operations
    or cash flows. Some of our competitors have substantial
    resources and access to capital, and several of them are
    expanding or renovating their facilities. In addition, any
    significant downturn in the trade show and convention business
    could significantly and adversely affect our mid-week occupancy
    rates and business.
           26




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The
    loss of our gaming license or our failure to comply with the
    extensive regulations that govern our operations could have an
    adverse effect on our financial condition, results of operations
    or cash flows.
          Certain
    beneficial owners of our voting securities may be required to
    file an application with, and be investigated by, the Nevada
    Gaming Authorities, and the Nevada Commission may restrict the
    ability of a beneficial owner to receive any benefit from our
    voting securities and may require the disposition of shares of
    our voting securities, if a beneficial owner is found to be
    unsuitable.
      
    allow that person to exercise, directly or indirectly, any
    voting right conferred through securities held by that person;
    pay remuneration in any form to that person for services
    rendered or otherwise; or
    fail to pursue all lawful efforts to require such unsuitable
    person to relinquish his or her voting securities for cash at
    fair market value.   27




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Certain
    beneficial owners of our voting securities may be required to
    file a license application with, and be investigated by, the
    Pennsylvania Gaming Control Board, the Pennsylvania State Police
    and other agencies.
        If we
    are unable to maintain an acceptable working relationship with
    GGP and/or
    if GGP breaches any of its material agreements with us, there
    could be a material adverse effect on our financial condition,
    results of operations or cash flows.
    
    GGP has agreed to operate The Grand Canal Shops subject to, and
    in accordance with, the cooperation agreement;
    leases for The Shoppes at The Palazzo must be jointly approved
    by us and GGP; and
    we lease from GGP certain office space and space located within
    The Grand Canal Shops in which the canal and the gondola retail
    store are located and the Blue Man Group Theater .    
    if we are unable to agree with GGP on leases for The Shoppes at
    The Palazzo, the purchase price we will ultimately be paid for
    The Shoppes at The Palazzo could be substantially reduced, and
    there would, at least for a certain period of time, be an empty
    or partially empty mall within The Palazzo; and
    the cooperation agreement that governs the relationships between
    The Shoppes at The Palazzo and The Palazzo and The Grand Canal
    Shops and The Venetian requires that the owners cooperate in
    various ways and take various joint actions, which will be more
    difficult to accomplish, especially in a cost-effective manner,
    if the parties do not have an acceptable working relationship.   28




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We
    extend credit to a large portion of our customers and we may not
    be able to collect gaming receivables from our credit
    players.
        Risks
    Associated with Our International Operations
  Conducting
    business in Macao and Singapore has certain political and
    economic risks which may effect the financial condition, results
    of operations or cash flows of our Asian
    operations.
       29




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We are
    constructing projects on the Cotai Strip in Macao on land for
    which we have not yet been granted concessions. If we do not
    obtain land concessions, we could forfeit all or a substantial
    part of our investment in these sites and would not be able to
    build or operate the planned facilities on these
    sites.
  and/or
  The
    Macao government can terminate our subconcession under certain
    circumstances without compensation to us, which would have a
    material adverse effect on our financial condition, results of
    operations or cash flows.
    We
    will stop generating any revenues from our Macao gaming
    operations if we cannot secure an extension of our subconcession
    in 2022 or if the Macao government exercises its redemption
    right.
    Our
    Macao operations face intense competition, which could have a
    material adverse effect on our financial condition, results of
    operations or cash flows.
   30




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The
    Macao and Singapore governments could grant additional rights to
    conduct gaming in the future, which could have a material
    adverse effect on our financial condition, results of operations
    or cash flows.
      We may
    not be able to attract and retain professional staff necessary
    for our existing and future properties in Macao and our
    operations in Singapore.
    We are
    dependent upon gaming junket operators for a significant portion
    of our gaming revenues in Macao.
   31




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Our
    business could be adversely affected by the limitations of the
    pataca exchange markets and restrictions on the export of the
    renminbi.
        Certain
    Nevada gaming laws apply to our planned gaming activities and
    associations in other jurisdictions where we operate or plan to
    operate.
    
    knowingly violate any laws of the foreign jurisdiction
    pertaining to the foreign gaming operation;
    fail to conduct the foreign gaming operation in accordance with
    the standards of honesty and integrity required of Nevada gaming
    operations;
    engage in any activity or enter into any association that is
    unsuitable for us because it poses an unreasonable threat to the
    control of gaming in Nevada, reflects or tends to reflect
    discredit or disrepute upon the State of Nevada or gaming in
    Nevada, or is contrary to the gaming policies of Nevada;
    engage in any activity or enter into any association that
    interferes with the ability of the State of Nevada to collect
    gaming taxes and fees; or
    employ, contract with or associate with any person in the
    foreign gaming operation who has been denied a license or a
    finding of suitability in Nevada on the ground of personal
    unsuitability, or who has been found guilty of cheating at
    gambling. 32




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We may
    not be able to monetize some of our real estate
    assets.
  and/or and/or
  VML
    may have financial and other obligations to foreign workers
    managed by its contractors under government labor
    quotas.
    The
    transportation infrastructure in Macao may need to be expanded
    to meet increased visitation in Macao.
    We
    operate a passenger ferry service between Macao and Hong Kong
    under a concession granted by the Macao government. The loss of
    the ferry concession could have a material adverse effect on our
    financial condition, results of operations or cash
    flows.
   33




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We are
    currently not required to pay corporate income taxes on our
    casino gaming operations in Macao. This tax exemption expires at
    the end of 2008.
    Macao
    is susceptible to severe typhoons that may disrupt
    operations.
    Our
    Singapore concession can be terminated under certain
    circumstances without compensation to us, which would have a
    material adverse effect on our financial condition, results of
    operations or cash flows.
   ITEM 1B. 
    UNRESOLVED STAFF COMMENTS   ITEM 2. 
    PROPERTIES  63-acre 19-acre 60-acre
  six-acre
 34




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and/or
  60-year
  124-acre
   ITEM 3. 
    LEGAL PROCEEDINGS    The
    Palazzo Construction Litigation
   35




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Litigation
    Relating to Macao Operations
    (a/k/a
   36




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ITEM 4. 
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS   37




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PART II ITEM 5. 
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES  Market
    Information
    High


Low2006First Quarter

$
58.03


$
38.44Second Quarter

$
78.90


$
54.68Third Quarter

$
77.86


$
57.68Fourth Quarter

$
97.25


$
66.062007First Quarter

$
109.45


$
81.00Second Quarter

$
91.93


$
71.24Third Quarter

$
142.75


$
75.56Fourth Quarter

$
148.76


$
102.502008First Quarter (through February 21, 2008)

$
105.38


$
70.70     Dividends
        Recent
    Sales of Unregistered Securities
   38




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Performance
    Graph
    
 Cumulative Total Return12/15/04


12/31/04


12/31/05


12/31/06


12/31/07Las Vegas Sands Corp

$
100.00


$
103.09


$
84.77


$
192.18


$
221.33S&P 500

$
100.00


$
103.40


$
108.48


$
125.62


$
132.52Peer Group

$
100.00


$
104.38


$
102.83


$
148.30


$
193.98    ITEM 6. 
    SELECTED FINANCIAL DATA   39




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Form 10-K.
  Year Ended December 31,2007(1)


2006


2005


2004(2)


2003(In thousands, except per share data)STATEMENT OF OPERATIONS DATAGross revenues

$
3,104,422


$
2,340,178


$
1,824,225


$
1,258,570


$
736,610Promotional allowances


(153,855
)


(103,319
)


(83,313
)


(61,514
)


(44,856
)Net revenues


2,950,567



2,236,859



1,740,912



1,197,056



691,754Operating expenses


2,620,557



1,662,762



1,251,461



578,588



505,628Operating income


330,010



574,097



489,451



618,468



186,126Interest expense, net


(172,344
)


(69,662
)


(63,181
)


(130,337
)


(120,317
)Other income (expense)


(8,682
)


(189
)


(1,334
)


(131
)


825Loss on early retirement of debt


(10,705
)






(137,000
)


(6,553
)


Income before income taxes


138,279



504,246



287,936



481,447



66,634Benefit (provision) for income
    taxes(3)


(21,591
)


(62,243
)


(4,250
)


13,736



Net income

$
116,688


$
442,003


$
283,686


$
495,183


$
66,634Per Share
    Data(4)Basic earnings per share

$
0.33


$
1.25


$
0.80


$
1.52


$
0.21Diluted earnings per share

$
0.33


$
1.24


$
0.80


$
1.52


$
0.20Dividends declared per share

$



$



$



$
0.44


$
0.01OTHER DATACapital expenditures

$
3,793,703


$
1,925,291


$
860,621


$
465,748


$
279,948   At December 31,2007


2006


2005


2004


2003(In thousands)BALANCE SHEET DATATotal assets

$
11,466,517


$
7,126,458


$
3,879,739


$
3,601,478


$
1,917,035Long-term debt

$
7,517,997


$
4,136,152


$
1,625,901


$
1,485,064


$
1,525,116Stockholders equity

$
2,260,274


$
2,075,154


$
1,609,538


$
1,316,001


$
162,108     (1)
    
    The Venetian Macao opened on August 28, 2007, and The
    Palazzo partially opened on December 30, 2007.(2)
    
    The Sands Macao opened on May 18, 2004.(3)
    
    Prior to December 2004, Las Vegas Sands, Inc. had elected to be
    taxed as an S corporation and its wholly-owned subsidiaries were
    either limited liability companies or S corporations, each of
    which was a pass-through entity for federal income tax purposes.(4)
    
    Earnings per share and shares outstanding for all periods
    presented retroactively reflect the impact of the Companys
    2004 pre-initial public offering stock split. 40




---



##### Table of Contents



ITEM 7. 
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS  Form 10-K.
  Operations
        United
    States Development Projects
  Las
    Vegas Condominiums
    Sands
    Bethworks
    Macao
    Development Projects
   41




---



##### Table of Contents



Singapore
    Development Project
    Other
    Development Projects
    Summary
    Financial Results
    Year Ended December 31,Percent





Percent2007


Change


2006


Change


2005(In thousands, except for percentages)Net revenues

$
2,950,567



31.9
%

$
2,236,859



28.5
%

$
1,740,912Operating expenses


2,620,557



57.6
%


1,662,762



32.9
%


1,251,461Operating income


330,010



(42.5
)%


574,097



17.3
%


489,451Income before income taxes


138,279



(72.6
)%


504,246



75.1
%


287,936Net income


116,688



(73.6
)%


442,003



55.8
%


283,686   Percent of Net Revenues Year Ended December 31,2007


2006


2005Operating expenses


88.8%



74.3%



71.9%Operating income


11.2%



25.7%



28.1%Income before income taxes


4.7%



22.5%



16.5%Net income


4.0%



19.8%



16.3%     Key
    Operating Revenue Measurements
      Casino revenue measurements for Las
    Vegas:
 42




---



##### Table of Contents



Casino revenue measurements for Macao:
      Hotel revenue measurements:
  Year
    Ended December 31, 2007 compared to the Year Ended
    December 31, 2006
  Operating
    Revenues
    Year Ended December 31,2007


2006


Percent Change(In thousands, except for percentages)Casino

$
2,250,421


$
1,676,061



34.3
%Rooms


437,357



350,606



24.7
%Food and beverage


238,252



187,819



26.9
%Convention, retail and other


178,392



125,692



41.9
%3,104,422



2,340,178



32.7
%Less  promotional allowances


(153,855
)


(103,319
)


48.9
%Total net revenues

$
2,950,567


$
2,236,859



31.9
%  43




---



##### Table of Contents



Year Ended December 31,2007


2006


Change(In thousands, except for percentages)Sands MacaoTotal casino revenues

$
1,296,869


$
1,264,290



2.6
%Non-Rolling Chip table games drop

$
3,525,609


$
4,178,655



(15.6
)%Non-Rolling Chip table games win percentage


18.7
%


18.6
%


0.1
ptsRolling Chip volume

$
26,325,271


$
17,114,962



53.8
%Rolling Chip win percentage


2.97
%


3.18
%


(0.21
)ptsSlot handle

$
1,181,050


$
1,048,795



12.6
%Slot hold percentage


6.9
%


7.7
%


(0.8
)ptsThe Venetian MacaoTotal casino revenues

$
549,298


$





%Non-Rolling Chip table games drop

$
1,115,812


$





%Non-Rolling Chip table games win percentage


17.3
%



%



ptsRolling Chip volume

$
17,071,475


$





%Rolling Chip win percentage


2.64
%



%



ptsSlot handle

$
490,068


$





%Slot hold percentage


7.9
%



%



ptsThe VenetianTotal casino revenues

$
405,014


$
411,771



(1.6
)%Table games drop

$
1,353,683


$
1,266,931



6.8
%Table games win percentage


22.3
%


26.0
%


(3.7
)ptsSlot handle

$
2,483,531


$
2,136,267



16.3
%Slot hold percentage


6.0
%


6.5
%


(0.5
)pts      44




---



##### Table of Contents



Period Ended December 31,2007


2006


ChangeThe VenetianAverage daily room rate

$
258


$
239



7.9
%Occupancy rate


98.4
%


98.7
%


(0.3
)ptsRevenue per available room

$
254


$
236



7.6
%The Venetian MacaoAverage daily room rate

$
221


$





%Occupancy rate


85.7
%



%



ptsRevenue per available room

$
190


$





%       Operating
    Expenses
    Year Ended December 31,2007


2006


Percent Change(In thousands, except for percentages)Casino

$
1,435,662


$
925,033



55.2
%Rooms


94,219



85,651



10.0
%Food and beverage


118,273



89,113



32.7
%Convention, retail and other


97,689



64,315



51.9
%Provision for doubtful accounts


26,369



18,067



46.0
%General and administrative


319,357



230,355



38.6
%Corporate expense


94,514



59,570



58.7
%Rental expense


31,787



13,478



135.8
%Pre-opening expense


189,280



37,673



402.4
%Development expense


9,728



26,112



(62.7
)%Depreciation and amortization


202,557



110,771



82.9
%Loss on disposal of assets


1,122



2,624



(57.2
)%Total operating expenses

$
2,620,557


$
1,662,762



57.6
%      45




---



##### Table of Contents



46




---



##### Table of Contents



Interest
    Expense
    Year Ended December 31,2007


2006(In thousands, except for percentages)Interest cost (which includes the amortization of deferred
    financing costs and original issue discounts)

$
468,056


$
230,447Less  capitalized interest


(223,248
)


(94,594
)Interest expense, net

$
244,808


$
135,853Cash paid for interest

$
438,301


$
215,975Average total debt balance

$
6,148,835


$
2,898,936Weighted average interest rate


7.5
%


7.9
%     Other
    Factors Affecting Earnings
         47




---



##### Table of Contents



Year
    Ended December 31, 2006 compared to the Year Ended
    December 31, 2005
  Operating
    Revenues
    Year Ended December 31,2006


2005


Percent Change(In thousands, except for percentages)Casino

$
1,676,061


$
1,250,090



34.1
%Rooms


350,606



323,560



8.4
%Food and beverage


187,819



147,510



27.3
%Convention, retail and other


125,692



103,065



22.0
%2,340,178



1,824,225



28.3
%Less  promotional allowances


(103,319
)


(83,313
)


24.0
%Total net revenues

$
2,236,859


$
1,740,912



28.5
%       Year Ended December 31,2006


2005


Change(In thousands, except for percentages)Sands MacaoTotal casino revenues

$
1,264,290


$
882,175



43.3
%Non-Rolling Chip table games drop

$
4,178,655


$
4,002,635



4.4
%Non-Rolling Chip table games win percentage


18.6
%


16.5
%


2.1
ptsRolling Chip volume

$
17,114,962


$
9,982,942



71.4
%Rolling Chip win percentage


3.18
%


2.40
%


0.78
ptsSlot handle

$
1,048,795


$
720,085



45.6
%Slot hold percentage


7.7
%


8.4
%


(0.7
)ptsThe VenetianTotal casino revenues

$
411,771


$
367,915



11.9
%Table games drop

$
1,266,931


$
1,184,468



7.0
%Table games win percentage


26.0
%


20.0
%


6.0
ptsSlot handle

$
2,136,267


$
2,039,224



4.8
%Slot hold percentage


6.5
%


6.3
%


0.2
pts    48




---



##### Table of Contents



Year Ended December 31,2006


2005


ChangeThe VenetianAverage daily room rate

$
239


$
225



6.2
%Occupancy rate


98.7
%


97.3
%


1.4
ptsRevenue per available room

$
236


$
218



8.3
%       Operating
    Expenses
    Year Ended December 31,2006


2005


Percent Change(In thousands, except for percentages)Casino

$
925,033


$
656,590



40.9
%Rooms


85,651



82,058



4.4
%Food and beverage


89,113



76,736



16.1
%Convention, retail and other


64,315



58,068



10.8
%Provision for doubtful accounts


18,067



9,358



93.1
%General and administrative


230,355



192,806



19.5
%Corporate expense


59,570



38,297



55.5
%Rental expense


13,478



14,841



(9.2
)%Pre-opening expense


37,673



3,732



909.5
%Development expense


26,112



22,238



17.4
%Depreciation and amortization


110,771



95,296



16.2
%Loss on disposal of assets


2,624



1,441



82.1
%Total operating expenses

$
1,662,762


$
1,251,461



32.9
%      49




---



##### Table of Contents



Interest
    Expense
    Year Ended December 31,2006


2005(In thousands, except for percentages)Interest cost (which includes the amortization of deferred 
    financing costs and original issue discounts)

$
230,447


$
118,992Less  capitalized interest


(94,594
)


(22,700
)Interest expense, net

$
135,853


$
96,292Cash paid for interest

$
215,975


$
111,066Average total debt balance

$
2,898,936


$
1,520,913Weighted average interest rate


7.9
%


7.8
%  50




---



##### Table of Contents



Other
    Factors Affecting Earnings
       51




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Year Ended December 31,2007


2006


2005(In thousands)Net cash provided by (used in) operations

$
365,457


$
(196,720
)

$
589,916Investing cash flows:Capital expenditures


(3,793,703
)


(1,925,291
)


(860,621
)Change in restricted cash


556,276



(310,565
)


(265,386
)Acquisition of gaming license included in other assets


(50,000
)






Net cash used in investing activities


(3,287,427
)


(2,235,856
)


(1,126,007
)Financing cash flows:Dividends paid to shareholders










(21,052
)Proceeds from exercise of stock options


30,221



7,226



313Proceeds from long term-debt


5,135,076



2,619,995



812,222Repayments of long-term debt


(1,775,801
)


(132,746
)


(969,127
)Other


(66,631
)


(51,493
)


(125,074
)Net cash provided by (used in) financing activities


3,322,865



2,442,982



(302,718
)Effect of exchange rate on cash


(11,811
)


814



757Net increase (decrease) in cash and cash equivalents

$
389,084


$
11,220


$
(838,052
)   Cash
    Flows  Operating Activities
    Cash
    Flows  Investing Activities
   52




---



##### Table of Contents



Cash
    Flows  Financing Activities
    Capital
    and Liquidity
         53




---



##### Table of Contents



and/or
   54




---



##### Table of Contents



Aggregate
    Indebtedness and Other Known Contractual Obligations
    Payments Due by Period Ending December 31,
    2007(12)Less than








More than1 Year


2-3 Years


4-5 Years


5 Years


Total(In thousands)Long-Term Debt
    Obligations(1)New Senior Secured Credit Facility  Term B

$
30,000


$
60,000


$
60,000


$
2,835,000


$
2,985,0006.375% Senior Notes














250,000



250,000Airplane Financings


3,688



7,375



7,375



71,046



89,484FF&E Financing


6,142



29,940



25,334







61,416Other U.S.


1,819



3,556



1,482







6,857Macao Credit Facility  Term B and Local Term


4,500



93,813



935,437



866,250



1,900,000Macao Credit Facility  Term B Delayed


1,750



14,000



684,250







700,000Macao Credit Facility  Revolving Facility










251,000







251,000Other Macao


6,434















6,434Singapore Bridge Facility  Term Loan










311,053



283,351



594,404Singapore Bridge Facility  Floating Rate Notes










380,176



349,179



729,355Fixed Interest Payments


16,025



31,875



31,875



34,531



114,306Variable Interest
    Payments(2)


468,824



921,258



786,165



334,375



2,510,622Contractual ObligationsHVAC Provider Fixed
    Payments(3)


6,826



5,119











11,945Former
    Tenants(4)


650



1,300



1,300



7,377



10,627Employment
    Agreements(5)


7,974



7,633











15,607Macao Leasehold Interests in
    Land(6)


59,575



36,414



6,187



60,385



162,561Mall
    Leases(7)


7,660



15,927



16,086



129,567



169,240Macao Fixed Gaming
    Tax(8)


35,192



70,384



70,384



334,324



510,284Ferries Purchase
    Commitment(9)


28,667















28,667Parking Lot
    Lease(10)


1,200



2,400



2,400



109,500



115,500Other Operating
    Leases(11)


5,199



6,110



13,506







24,815Total

$
692,125


$
1,307,104


$
3,584,010


$
5,664,885


$
11,248,124     (1)
    
    See Item 8  Financial Statements and
    Supplementary Data  Notes to Consolidated Financial
    Statements  Note 8  Long-Term
    Debt for further details on these financing transactions.(2)
    
    Based on December 31, 2007, LIBOR rate of 4.7%, HIBOR rate
    of 3.5% and Singapore SWAP Offer rate of 2.5% plus the
    applicable interest rate spread in accordance with the
    respective debt agreements.(3)
    
    We are party to a services agreement with a third party for
    heating, ventilation and air conditioning (HVAC),
    and other energy-related services for our Las Vegas integrated
    resort. We have the right to terminate the agreement based upon
    the failure of the HVAC provider under this agreement to provide
    HVAC services. Upon the sale of The Grand Canal Shops on
    May 17, 2004, GGP assumed the responsibility for
    $1.6 million of annual payments to this HVAC provider. 55




---



##### Table of Contents



(4)
    
    We are party to tenant lease termination and asset purchase
    agreements. Under the agreement for The Grand Canal Shops sale,
    we are obligated to fulfill the lease termination and asset
    purchase agreements.(5)
    
    We are party to employment agreements with five of our senior
    executives, with remaining terms of two years.(6)
    
    We are party to long-term land leases of 25 years with
    automatic extensions at our option of 10 years thereafter.(7)
    
    We are party to certain leaseback agreements for the Blue Man
    Group Theater, gondola and certain office space related to The
    Grand Canal Shops sale.(8)
    
    In addition to the 39% gross gaming win tax in Macao (which is
    not included in this table as the amount we pay is variable in
    nature), we are required to pay an annual fixed gaming tax of
    approximately $35.2 million per year to the government of
    Macao through the termination of the gaming subconcession in
    June 2022.(9)
    
    We entered into agreements to purchase ten ferries at an
    aggregate cost of approximately $155.4 million to be built
    for our Macao operations. Subsequent to year-end, we agreed to
    purchase an additional four ferries at an aggregate cost of
    approximately $72.0 million.(10)
    
    We are party to a long-term lease agreement of 99 years for
    a parking structure located adjacent to The Venetian.(11)
    
    We are party to certain operating leases for real estate,
    various equipment and service arrangements.(12)
    
    We adopted the provisions of Financial Accounting Standards
    Board Interpretation (FIN) No. 48,
    Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109, on
    January 1, 2007, and as of December 31, 2007, had a
    $15.5 million liability related to unrecognized tax
    benefits and related interest expense. We are unable to
    reasonably estimate the timing of the FIN No. 48
    liability and interest payments in individual years beyond
    12 months due to uncertainties in the timing of the
    effective settlement of tax positions.  Off-Balance
    Sheet Arrangements
    Restrictions
    on Distributions
    Inflation
    Special
    Note Regarding Forward-Looking Statements
   56




---



##### Table of Contents




    general economic and business conditions which may impact levels
    of disposable income, consumer spending and pricing of hotel
    rooms;
    the uncertainty of tourist behavior related to spending and
    vacationing at casino-resorts in Las Vegas, Macao and Singapore;
    disruptions or reductions in travel due to conflicts with Iraq
    and any future terrorist incidents;
    outbreaks of infectious diseases, such as severe acute
    respiratory syndrome or avian flu, in our market areas;
    our dependence upon properties in Las Vegas and Macao for all of
    our cash flow;
    new developments, construction and ventures, including The
    Venetian Macao and other Cotai Strip developments, Marina Bay
    Sands in Singapore, Sands Bethworks and the Las Vegas
    condominiums;
    our ability to obtain sufficient funding for our developments,
    including our developments on the Cotai Strip;
    the passage of new legislation and receipt of governmental
    approvals for our proposed developments in Macao, Singapore and
    other jurisdictions where we are planning to operate;
    our substantial leverage and debt service (including sensitivity
    to fluctuations in interest rates and other capital markets
    trends);
    our insurance coverage, including the risk that we have not
    obtained sufficient coverage against acts of terrorism or will
    only be able to obtain additional coverage at significantly
    increased rates;
    government regulation of the casino industry, including gaming
    license regulation, the legalization of gaming in certain
    domestic jurisdictions, including Native American reservations,
    and regulation of gaming on the Internet;
    increased competition and additional construction in Las Vegas,
    including recent and upcoming increases in hotel rooms, meeting
    and convention space and retail space;
    fluctuations in the demand for all-suites rooms, occupancy rates
    and average daily room rates in Las Vegas;
    the popularity of Las Vegas as a convention and trade show
    destination;
    new taxes or changes to existing tax rates;
    our ability to meet certain development deadlines in Macao and
    Singapore;
    our ability to maintain our gaming subconcession in Macao;
    the completion of infrastructure projects in Macao;
    increased competition and other planned construction projects in
    Macao; and
    any future litigation.   57




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Allowance
    for Doubtful Casino Accounts
    Self-Insurance
    Accruals
    Litigation
    Accrual
    Property
    and Equipment
     58




---



##### Table of Contents



Capitalized
    Interest
    Leasehold
    Interest in Land
    Stock-Based
    Compensation
    Income
    Taxes
   59




---



##### Table of Contents



Recent
    Accounting Pronouncements
   ITEM 7A. 
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK       60




---



##### Table of Contents



Fair2008


2009


2010


2011


2012


Thereafter


Total


Value(1)(In millions, except for percentages)LIABILITIESLong term debtFixed rate

$



$



$



$



$



$
250.0


$
250.0


$
232.5Average interest
    rate(2)






















6.4
%


6.4
%


7.7
%Variable rate

$
54.3


$
97.8


$
110.9


$
1,061.2


$
1,594.9


$
4,404.8


$
7,323.9


$
7,323.9Average interest
    rate(2)


6.5
%


6.4
%


6.4
%


6.2
%


6.5
%


6.3
%


6.3
%


6.3
%ASSETSCap
    Agreements(3)

$



$
0.1


$



$



$



$



$
0.1


$
0.1     (1)
    
    The fair values are based on the borrowing rates currently
    available for debt instruments with similar terms and maturities
    and market quotes of our publicly traded debt.(2)
    
    Based upon contractual interest rates for fixed rate
    indebtedness or current LIBOR, HIBOR and Singapore SWAP Offer
    rates for variable rate indebtedness. Based on variable rate
    debt levels as of December 31, 2007, an assumed
    100 basis point change in LIBOR, HIBOR and Singapore SWAP
    Offer rates would cause our annual interest cost to change
    approximately $74.3 million.(3)
    
    As of December 31, 2007, we have eight interest rate cap
    agreements with an aggregate fair value of $0.1 million
    based on a quoted market value from the institutions holding the
    agreements.       61




---



##### Table of Contents



ITEM 8.  FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    FINANCIAL STATEMENTS
  Financial Statements:Report of Independent Registered Public
    Accounting Firm


63Consolidated Balance Sheets at December 31,
    2007 and 2006


64Consolidated Statements of Operations for each of
    the three years in the period ended December 31, 2007


65Consolidated Statements of Stockholders
    Equity and Comprehensive Income for each of the three years in
    the period ended December 31, 2007


66Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2007


67Notes to Consolidated Financial Statements


68Financial Statement Schedule:Schedule II  Valuation and Qualifying Accounts


116    62




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control 
    Integrated Framework
            63




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Balance Sheets
  December 31,2007


2006(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
857,150


$
468,066Restricted cash


232,944



398,762Accounts receivable, net


187,195



173,683Inventories


19,902



12,291Deferred income taxes


32,471



15,688Prepaid expenses and other


49,424



25,067Total current assets


1,379,086



1,093,557Property and equipment, net


8,574,614



4,582,325Deferred financing costs, net


107,338



70,381Restricted cash


178,824



555,132Leasehold interests in land, net


1,069,609



809,856Other assets, net


157,046



15,207Total assets

$
11,466,517


$
7,126,458LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
99,023


$
51,038Construction payables


717,541



329,375Accrued interest payable


11,465



8,496Other accrued liabilities


610,911



318,901Income taxes payable






20,352Current maturities of long-term debt


54,333



6,486Total current liabilities


1,493,273



734,648Other long-term liabilities


28,674



10,742Deferred income taxes


1,553



324Deferred gain on sale of The Grand Canal Shops


61,200



64,665Deferred rent from The Grand Canal Shops transaction


103,546



104,773Long-term debt


7,517,997



4,136,152Total liabilities


9,206,243



5,051,304Commitments and contingencies (Note 11)Stockholders equity:Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 355,271,070 and 354,492,452 shares issued and
    outstanding


355



354Capital in excess of par value


1,064,878



990,429Accumulated other comprehensive loss


(2,493
)


(580
)Retained earnings


1,197,534



1,084,951Total stockholders equity


2,260,274



2,075,154Total liabilities and stockholders equity

$
11,466,517


$
7,126,458    64




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Statements of Operations
  Year Ended December 31,2007


2006


2005(In thousands, except share and per share data)Revenues:Casino

$
2,250,421


$
1,676,061


$
1,250,090Rooms


437,357



350,606



323,560Food and beverage


238,252



187,819



147,510Convention, retail and other


178,392



125,692



103,0653,104,422



2,340,178



1,824,225Less  promotional allowances


(153,855
)


(103,319
)


(83,313
)Net revenues


2,950,567



2,236,859



1,740,912Operating expenses:Casino


1,435,662



925,033



656,590Rooms


94,219



85,651



82,058Food and beverage


118,273



89,113



76,736Convention, retail and other


97,689



64,315



58,068Provision for doubtful accounts


26,369



18,067



9,358General and administrative


319,357



230,355



192,806Corporate expense


94,514



59,570



38,297Rental expense


31,787



13,478



14,841Pre-opening expense


189,280



37,673



3,732Development expense


9,728



26,112



22,238Depreciation and amortization


202,557



110,771



95,296Loss on disposal of assets


1,122



2,624



1,4412,620,557



1,662,762



1,251,461Operating income


330,010



574,097



489,451Other income (expense):Interest income


72,464



66,191



33,111Interest expense, net of amounts capitalized


(244,808
)


(135,853
)


(96,292
)Other expense


(8,682
)


(189
)


(1,334
)Loss on early retirement of debt


(10,705
)






(137,000
)Income before income taxes


138,279



504,246



287,936Provision for income taxes


(21,591
)


(62,243
)


(4,250
)Net income

$
116,688


$
442,003


$
283,686Basic earnings per share

$
0.33


$
1.25


$
0.80Diluted earnings per share

$
0.33


$
1.24


$
0.80Weighted average shares outstanding:Basic


354,807,700



354,277,941



354,161,165Diluted


355,789,619



355,264,444



354,526,604    65




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Statements of Stockholders Equity and Comprehensive
    Income
  AccumulatedCommon Stock


Capital





OtherNumber





in Excess





Comprehensiveof





of Par


Deferred


Income


RetainedShares


Amount


Value


Compensation


(Loss)


Earnings


Total(In thousands, except share data)Balance at
    January 1, 2005


354,160,692


$
354


$
956,385


$



$



$
359,262


$
1,316,001Net income






















283,686



283,686Currency translation adjustment


















1,726







1,726Total comprehensive income


























285,412Exercise of stock options


10,800







313















313Tax benefit from stock-based compensation










8,149















8,149Issuance of restricted stock


8,088







300



(300
)










Amortization of deferred compensation














150











150Initial public offering transaction costs










(487
)














(487
)Balance at
    December 31, 2005


354,179,580



354



964,660



(150
)


1,726



642,948



1,609,538Net income






















442,003



442,003Currency translation adjustment


















(2,306
)






(2,306
)Total comprehensive income


























439,697Exercise of stock options


240,912







7,226















7,226Tax benefit from stock-based compensation










1,876















1,876Stock-based compensation










16,667



150











16,817Issuance of restricted stock


71,960























Balance at
    December 31, 2006


354,492,452



354



990,429







(580
)


1,084,951



2,075,154Net income






















116,688



116,688Currency translation adjustment


















(1,913
)






(1,913
)Total comprehensive income


























114,775Exercise of stock options


727,692



1



30,221















30,222Tax benefit from stock-based compensation










7,526















7,526Stock-based compensation










36,702















36,702Issuance of restricted stock


50,926























Cumulative effect from adoption of FIN No. 48






















(4,105
)


(4,105
)Balance at
    December 31, 2007


355,271,070


$
355


$
1,064,878


$



$
(2,493
)

$
1,197,534


$
2,260,274    66




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2007


2006


2005(In thousands)Cash flows from operating activities:Net income

$
116,688


$
442,003


$
283,686Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


202,557



110,771



95,296Amortization of leasehold interests in land included in rental
    expense


23,439



809



748Amortization of deferred financing costs and original issue
    discount


26,786



13,894



9,192Amortization of deferred gain and rent


(4,692
)


(4,690
)


(4,692
)Loss on early retirement of debt


10,705







137,000Loss on disposal of assets


1,122



2,624



1,441Stock-based compensation expense


33,224



14,728



150Provision for doubtful accounts


26,369



18,067



9,358Foreign exchange loss


5,317







Excess tax benefits from stock-based compensation


(7,112
)


(1,401
)


8,149Deferred income taxes


(15,554
)


3,914



(5,542
)Changes in operating assets and liabilities:Accounts receivable


(39,881
)


(106,972
)


(37,554
)Inventories


(7,611
)


(2,324
)


(1,957
)Prepaid expenses and other


(115,303
)


(13,933
)


(3,205
)Leasehold interests in land


(235,235
)


(786,700
)


Accounts payable


47,985



16,235



1,420Accrued interest payable


2,969



578



(1,269
)Other accrued liabilities


306,509



73,449



97,695Income taxes payable


(12,825
)


22,228



Net cash provided by (used in) operating activities


365,457



(196,720
)


589,916Cash flows from investing activities:Change in restricted cash


556,276



(310,565
)


(265,386
)Capital expenditures


(3,793,703
)


(1,925,291
)


(860,621
)Acquisition of gaming license included in other assets


(50,000
)






Net cash used in investing activities


(3,287,427
)


(2,235,856
)


(1,126,007
)Cash flows from financing activities:Transaction costs from initial public offering of common stock










(487
)Dividends paid to shareholders










(21,052
)Proceeds from exercise of stock options


30,221



7,226



313Excess tax benefits from stock-based compensation


7,112



1,401



Proceeds from long-term debt (Note 8)


5,135,076



2,619,995



812,222Repayments of long-term debt (Note 8)


(1,775,801
)


(132,746
)


(969,127
)Repurchase premiums incurred in connection with refinancing
    transactions










(113,311
)Payments of deferred financing costs


(73,743
)


(52,894
)


(11,276
)Net cash provided by (used in) financing activities


3,322,865



2,442,982



(302,718
)Effect of exchange rate on cash


(11,811
)


814



757Increase (decrease) in cash and cash equivalents


389,084



11,220



(838,052
)Cash and cash equivalents at beginning of year


468,066



456,846



1,294,898Cash and cash equivalents at end of year

$
857,150


$
468,066


$
456,846Supplemental disclosure of cash flow information:Cash payments for interest

$
438,301


$
215,975


$
111,066Cash payments for taxes

$
60,000


$
34,750


$
Non-cash investing and financing activities:Property and equipment asset acquisitions included in
    construction payables

$
717,541


$
329,375


$
163,932Utilization of deposit to purchase property and equipment

$



$



$
10,000    67




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1  Organization
    and Business of Company
    Operations
    14-acre
  20-year
  tm
  United
    States Development Projects
  Las Vegas
    Condominiums
    Sands
    Bethworks
  124-acre
 68




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Macao
    Development Projects
    
    Parcel 2 is intended to be a Four Seasons hotel and casino
    development (The Four Seasons Macao), which will be
    adjacent to The Venetian Macao and is expected to be a boutique
    hotel under the Four Seasons brand with approximately 400 luxury
    hotel rooms (including 19
    Paizatm
    mansions), distinctive dining experiences, a full service spa
    and other amenities, approximately 70,000 square feet of
    gaming space, approximately 220,000 square feet of upscale
    retail offerings and approximately 1.0 million square feet
    of Four Seasons-serviced and -branded luxury apartment hotel
    units. The Company will own the entire development. The Company
    has entered into an exclusive non-binding letter of intent and
    is currently negotiating definitive agreements under which Four
    Seasons Hotels Inc. will manage the hotel and serviced luxury
    apartment hotel under its Four Seasons brand. The Four Seasons
    Macao is expected to open in summer 2008, with the Paiza
    mansions coming on line in spring 2009 and the serviced luxury
    apartment hotel being completed in summer 2009.
    Parcel 5 is intended to include a three-hotel complex with
    approximately 2,300 luxury and mid-scale hotel rooms, a casino,
    a retail shopping mall and approximately 320 serviced luxury
    apartment hotel units. The Company will own the entire
    development and has entered into management agreements with
    Shangri-La Hotels and Resorts to manage two hotels under
    its Shangri-La and Traders brands and Starwood
    Hotels & Resorts Worldwide to manage a hotel and
    serviced luxury apartment hotel under its St. Regis brand.
    Parcel 6 is intended to include a two-hotel complex with
    approximately 4,100 luxury and mid-scale hotel rooms, a casino
    and a retail shopping mall physically connected to the mall in
    the Shangri-La/Traders hotel podium. The Company will own the
    entire development and has entered into a management agreement
    with Starwood Hotels & Resorts Worldwide to manage the
    hotels under its Sheraton brand.
    Parcels 7 and 8 are intended to include multi-hotel complexes
    with a total of approximately 6,150 luxury and mid-scale hotel
    rooms, a casino, retail shopping malls and approximately 450
    serviced luxury apartment hotel units that are physically
    connected to the hotel complexes. The Company will own the
    entire development and has entered into non-binding agreements
    with Hilton Hotels to manage Hilton and Conrad brand hotels and
    serviced luxury apartment hotels on parcel 7 and Fairmont
    Raffles Holdings to manage Fairmont and Raffles brand hotels and
    serviced luxury apartment hotels on parcel 8. The Company is
    currently negotiating definitive agreements with Hilton Hotels
    and Fairmont Raffles Holdings. 69




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    For parcel 3, the Company has signed a non-binding memorandum of
    agreement with an independent developer. The Company is
    currently negotiating the definitive agreement pursuant to which
    it will partner with the developer to build a multi-hotel
    complex, which may include a Cosmopolitan hotel. In addition,
    the Company has signed a non-binding letter of intent with
    Intercontinental Hotels Group to manage hotels under the
    Intercontinental and Holiday Inn International brands, and
    approximately 205 serviced luxury apartment hotel units under
    the Intercontinental brand, on this site. The Company is
    currently negotiating definitive agreements with
    Intercontinental Hotels Group. In total, the multi-hotel complex
    is intended to include approximately 3,940 hotel rooms, a
    casino, a retail shopping mall and serviced luxury apartment
    hotels.        Hengqin
    Island Development Project
    Singapore
    Development Project
   70




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   United
    Kingdom Development Projects
    Other
    Development Projects
    Development
    Financing Strategy
         71




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          and/or
 72




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 2  Summary
    of Significant Accounting Policies
  Principles
    of Consolidation
        Use of
    Estimates
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Credit Risk
   73




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Inventories
  first-in,
  Property
    and Equipment
    Land improvements, building and building improvements

15 to 40 yearsFurniture, fixtures and equipment

3 to 15 yearsLeasehold improvements

5 to 10 yearsTransportation

20 years          74




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capitalized
    Interest
    Deferred
    Financing Costs and Original Issue Discounts
    Leasehold
    Interest in Land
    Indefinite
    Useful Life Assets
    Revenue
    Recognition and Promotional Allowances
     75




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Rooms

$
71,908


$
48,005


$
42,354Food and beverage


63,805



44,768



34,760Convention, retail and other


18,142



10,546



6,199$
153,855


$
103,319


$
83,313     Year Ended December 31,2007


2006


2005Rooms

$
15,864


$
11,505


$
10,862Food and beverage


40,622



29,302



23,153Convention, retail and other


18,325



5,040



5,973$
74,811


$
45,847


$
39,988   Frequent
    Players Program
    Pre-Opening
    and Development Expenses
  No. 98-5, Start-Up
  Advertising
    Costs
    Corporate
    Expenses
    Foreign
    Currency
   76




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income
    Earnings
    Per Share
    Year Ended December 31,2007


2006


2005Weighted-average common shares outstanding (used in the
    calculations of basic earnings per share)


354,807,700



354,277,941



354,161,165Potential dilution from stock options and restricted stock


981,919



986,503



365,439Weighted-average common and common equivalent shares (used in
    the calculations of diluted earnings per share)


355,789,619



355,264,444



354,526,604Antidilutive stock options and restricted stock excluded from
    the calculation of diluted earnings per share


1,097,900



882,900



42,820   Stock-Based
    Employee Compensation
  Form 10-K
 77




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net income, as reported

$
283,686Add: Stock-based compensation expense included in reported net
    income, net of tax


96Deduct: Total stock-based employee compensation expense
    determined under the minimum value method


Deduct: Total stock-based employee compensation expense
    determined under Black-Scholes option-pricing model, net of tax


(3,791
)Pro forma net income

$
279,991Basic earnings per share, as reported

$
0.80Basic earnings per share, pro forma

$
0.79Diluted earnings per share, as reported

$
0.80Diluted earnings per share, pro forma

$
0.79   Income
    Taxes
       78




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Tax
    Indemnification
    
    indemnify those of the Companys stockholders who were
    stockholders of Las Vegas Sands, Inc. prior to the 2004 initial
    public offering against certain tax liabilities incurred by
    these stockholders as a result of adjustments (pursuant to a
    determination by, or a settlement with, a taxing authority or
    court, or pursuant to the filing of an amended tax return) to
    the taxable income of Las Vegas Sands, Inc. with respect to
    taxable periods during which Las Vegas Sands, Inc. was a
    subchapter S corporation for income tax purposes; and
    indemnify the Principal Stockholder against certain tax
    liabilities incurred by him as a result of adjustments (pursuant
    to a determination by, or a settlement with, a taxing authority
    or court, or pursuant to the filing of an amended tax return) to
    the taxable income of Interface Group Holding Company Inc. with
    respect to taxable periods during which it was a subchapter
    S corporation for income tax purposes.  Accounting
    for Derivative Instruments and Hedging Activities
      Recent
    Accounting Pronouncements
     79




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  instrument-by-instrument
      Note 3 
    Restricted
    Cash       80




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 4  Accounts
    Receivable, Net
    At December 31,2007


2006Casino

$
117,193


$
119,514Hotel


63,895



36,160Other


39,223



53,485220,311



209,159Less  allowance for doubtful accounts


(33,116
)


(35,476
)$
187,195


$
173,683   Note 5  Property
    and Equipment, Net
    At December 31,2007


2006Land and improvements

$
297,678


$
207,144Building and improvements


4,435,934



1,622,783Furniture, fixtures, equipment and leasehold improvements


1,013,138



456,230Transportation


176,897



72,652Construction in progress


3,258,750



2,694,1809,182,397



5,052,989Less  accumulated depreciation and amortization


(607,783
)


(470,664
)$
8,574,614


$
4,582,325  81




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At December 31,2007


2006The Venetian Macao


110,759



1,474,312The Four Seasons Macao


359,889



70,310Other Macao Development Projects (Principally Cotai Strip
    parcels 5 and 6)


714,701



130,355Marina Bay Sands


552,850



30,511The Palazzo and The Shoppes at The Palazzo


1,297,390



916,302Other


223,161



72,390$
3,258,750


$
2,694,180         Note 6  Leasehold
    Interests in Land, Net
    At December 31,2007


2006Marina Bay Sands

$
854,386


$
806,021Sands Macao


22,625



10,237The Venetian Macao (parcel 1)


163,753



The Four Seasons Macao (parcel 2)


27,890



Parcel 3


29,839



1,098,493



816,258Less  accumulated amortization


(28,884
)


(6,402
)$
1,069,609


$
809,856    82




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008

$
59,5752009


18,2072010


18,2072011


3,0472012


3,140Thereafter


60,385$
162,561   Note 7 
    Other
    Accrued Liabilities    At December 31,2007


2006Customer deposits

$
143,053


$
78,313Payroll and related


92,103



65,350Taxes and licenses


140,003



78,922Outstanding gaming chips and tokens


152,962



51,752Other accruals


82,790



44,564$
610,911


$
318,901  83




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8 
    Long-Term Debt
    At December 31,2007


2006Corporate and U.S. Related:New Senior Secured Credit Facility  Term B

$
2,985,000


$
Senior Secured Credit Facility  Term B and Term B
    Delayed Draw






1,170,000Senior Secured Credit Facility  Revolving Facility






260,1286.375% Senior Notes (net of original issue discount of
    $1,620 and $1,847, respectively)


248,380



248,153Airplane Financings


89,484



FF&E Financings


61,416



44,977Other


6,857



The Sands Expo Center Mortgage Loan






90,868Construction Loan for The Shoppes at The Palazzo






114,500Macao Related:Macao Credit Facility  Term B and Local Term


1,900,000



1,300,000Macao Credit Facility  Term B Delayed


700,000



Macao Credit Facility  Revolving Facility


251,000



Other


6,434



Singapore Related:Singapore Bridge Facility  Term Loan


594,404



393,510Singapore Bridge Facility  Floating Rate Notes


729,355



520,5027,572,330



4,142,638Less  current maturities


(54,333
)


(6,486
)Total long-term debt

$
7,517,997


$
4,136,152   Corporate
    and U.S. Related Debt
  New
    Senior Secured Credit Facility
     84




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Senior
    Notes
   85




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Airplane
    Financings
      FF&E
    Financings
    and/or and/or
 86




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Macao
    Related Debt
  Macao
    Credit Facility
         87




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Ferry
    Financing
    Singapore
    Related Debt
    Singapore
    Bridge Facility
   88




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Singapore
    Permanent Facilities
     89




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       90




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    Flows from Financing Activities
    Year Ended December 31,2007


2006


2005Proceeds from New Senior Secured Credit Facility 
    Term B

$
3,000,000


$



$
Proceeds from Macao Credit Facility


1,551,000



1,350,000



Proceeds from Singapore Bridge Facility


339,788



892,076



Proceeds from airplane financings


92,250







Proceeds from senior secured credit facility  revolver


62,000



254,129



31,000Proceeds from The Shoppes at The Palazzo construction loan


52,000



86,000



28,500Proceeds from FF&E financings and other long-term debt


38,038



37,790



Proceeds from 6.375% Senior Notes, net of discount










247,722Proceeds from senior secured credit facility  term B
    and term B delayed










505,000$
5,135,076


$
2,619,995


$
812,222Repayments on senior secured credit facility  term B
    and term B delayed

$
(1,170,000
)

$



$
Repayments on senior secured credit facility  revolver


(322,128
)


(25,000
)


Repayments on The Shoppes at The Palazzo construction loan


(166,500
)






Repayments on The Sands Expo Center mortgage loan


(90,868
)


(4,733
)


(3,687
)Repayments on New Senior Secured Credit Facility 
    Term B


(15,000
)






Repayments on FF&E financings and other long-term debt


(8,539
)


(3,013
)


(1,800
)Repayments on airplane financings


(2,766
)






Repayments on Venetian Intermediate credit facility






(50,000
)


Repayments on Macao Credit Facility






(50,000
)


Repayments on 11% mortgage notes










(843,640
)Repayments on Venetian Macao Limited senior secured
    notes  tranches A and B










(120,000
)$
(1,775,801
)

$
(132,746
)

$
(969,127
)  91




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Scheduled
    Maturities of Long-Term Debt
    2008

$
54,3332009


97,7492010


110,9352011


1,061,1802012


1,594,927Thereafter


4,654,826$
7,573,950   Fair
    Values of Long-Term Debt
    Note 9 
    Income Taxes
    Year Ended December 31,2007


2006


2005Federal:Current

$
36,850


$
58,329


$
1,627Deferred


(15,383
)


3,914



2,623Foreign:Current


295







Deferred


(171
)






Total income tax provision

$
21,591


$
62,243


$
4,250     Year Ended December 31,2007


2006


2005Statutory federal income tax rate


35.00
%


35.00
%


35.00
%Increase (decrease) in tax rate resulting from:Foreign and U.S. tax rate differential


(20.57
)%


(16.41
)%


(23.14
)%Tax exempt income of foreign subsidiary (Macao)


(36.56
)%


(10.20
)%


(14.07
)%Non-deductible pre-opening expenses of foreign subsidiaries


11.59
%






Change in valuation allowance


21.16
%


1.26
%


2.61
%Change in tax reserve


3.03
%


0.27
%


0.57
%Other, net


1.96
%


2.42
%


0.51
%Effective tax rate


15.61
%


12.34
%


1.48
%  92




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2007


2006


2005Domestic

$
15,590


$
162,592


$
3,271International


122,689



341,654



284,665Total

$
138,279


$
504,246


$
287,936     At December 31,2007


2006Deferred tax assetsBad debt reserve

$
10,926


$
12,170Accrued expenses


6,800



7,314Deferred gain on the sale of The Grand Canal Shops


59,303



60,945Other


7,434



4,712Pre-opening expenses of foreign subsidiaries


12,522



Net operating loss carryforward of foreign subsidiaries


33,970



23,582Less  valuation allowance


(46,343
)


(23,582
)Total deferred tax assets


84,612



85,141Deferred tax liabilitiesProperty and equipment


(50,559
)


(67,807
)Prepaid expenses


(3,135
)


(1,970
)Total deferred tax liabilities


(53,694
)


(69,777
)Net deferred tax asset

$
30,918


$
15,364    93




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance as of January 1, 2007

$
8,552Tax positions related to the current year:Additions


4,205Tax positions related to the prior year:Additions


2,209Balance as of December 31, 2007

$
14,966             Note 10 
    Mall Sale
  The
    Grand Canal Shops at The Venetian
   94




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  89-year
    2008

$
7,6602009


7,8842010


8,0432011


8,0432012


8,043Thereafter


129,567$
169,240   The
    Shoppes at The Palazzo
   95




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-month 12-month
  Note 11 
    Commitments and Contingencies
  Litigation
    The
    Palazzo Construction Litigation
   96




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Litigation
    Relating to Macao Operations
    (a/k/a
    Macao
    Concession and Subconcession
   97




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Singapore
    Development Project
    Leases
  Energy
    Services Agreements
   98




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Operating
    Lease Agreements
      2008

$
6,3992009


4,4402010


4,0702011


13,4742012


2,432Thereafter


109,500Total minimum payments

$
140,315       Other
    Ventures and Commitments
       99




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The
    Grand Canal Shops at The Venetian Macao
    2008

$
102,7312009


104,1962010


93,6442011


59,6672012


52,642Thereafter


90,231Total minimum future rentals

$
503,111     Note 12 
    Stock-Based Employee Compensation
    LVSLLC
    1997 Fixed Stock Option Plan
        Las
    Vegas Sands Corp. 2004 Equity Award Plan
   100




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10-year
    2007


2006


2005Weighted average volatility


30.60
%


31.25
%


31.45
%Expected term (in years)


6.0



6.0



6.0Risk-free rate


4.51
%


4.54
%


4.14
%Expected dividends










     WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Life (Years)


ValueOutstanding at January 1, 2007


4,575,502


$
45.61Granted


3,323,373



83.13Exercised


(727,692
)


41.53Forfeited


(245,126
)


50.88Outstanding at December 31, 2007


6,926,057


$
63.85



8.58


$
271,501,434Exercisable at December 31, 2007


528,627


$
39.99



7.49


$
33,335,219  101




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock Awards
    Weighted AverageGrant DateShares


Fair ValueNonvested at January 1, 2007


71,960


$
44.12Granted


50,926



86.56Vested


(26,959
)


46.67Nonvested at December 31, 2007


95,927


$
65.93       Year Ended December 31,2007


2006


2005(1)Compensation expense:Stock options

$
30,845


$
13,470


$
Restricted shares


2,379



1,258



$
33,224


$
14,728


$
Income tax benefit recognized in the consolidated statement of
    operations

$
8,155


$
3,618


$
Compensation cost capitalized as part of property and equipment

$
3,478


$
2,090


$
Stock options granted


3,323



3,164



305Weighted average grant date fair value

$
32.60


$
21.24


$
13.87Stock options exercised:Intrinsic value

$
44,463


$
10,299


$
108Cash received

$
30,221


$
7,226


$
Tax benefit realized for tax deductions from stock-based
    compensation

$
7,526


$
1,876


$
8,149     (1)
    
    In accordance with APB Opinion No. 25, the Company did not
    recognize compensation expense for employee stock option awards
    for the year ended December 31, 2005 for those options
    where the exercise price of the Companys employee stock
    awards equaled the market price of the underlying stock on the
    date of grant.   102




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13 
    Employee Benefit Plans
        Note 14 
    Related Party Transactions
          Note 15 
    Segment Information
   103




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Net RevenuesThe Venetian and The Palazzo

$
984,125


$
959,700


$
844,313MacaoSands Macao


1,314,733



1,277,159



896,599The Venetian Macao


650,496







Other Asia


1,213







Total net revenues

$
2,950,567


$
2,236,859


$
1,740,912Adjusted
    EBITDAR(1)The Venetian and The Palazzo

$
361,076


$
373,460


$
323,549MacaoSands Macao


373,507



457,998



341,747The Venetian Macao


144,417







Other Asia


(4,250
)






Total adjusted EBITDAR


874,750



831,458



665,296Other Operating Costs and ExpensesCorporate expense


(94,514
)


(59,570
)


(38,297
)Rental expense


(31,787
)


(13,478
)


(14,841
)Stock-based compensation expense


(15,752
)


(7,133
)


Depreciation and amortization


(202,557
)


(110,771
)


(95,296
)Loss on disposal of assets


(1,122
)


(2,624
)


(1,441
)Pre-opening expense


(189,280
)


(37,673
)


(3,732
)Development expense


(9,728
)


(26,112
)


(22,238
)Operating income


330,010



574,097



489,451Other Non-Operating Costs and ExpensesInterest income


72,464



66,191



33,111Interest expense, net of amounts capitalized


(244,808
)


(135,853
)


(96,292
)Other expense


(8,682
)


(189
)


(1,334
)Loss on early retirement of debt


(10,705
)






(137,000
)Income before income taxes


138,279



504,246



287,936Provision for income taxes


(21,591
)


(62,243
)


(4,250
)Net income

$
116,688


$
442,003


$
283,686     (1)
    
    Adjusted EBITDAR is net income before interest, income taxes,
    depreciation and amortization, pre-opening expense, development
    expense, other expense, loss on disposal of assets, loss on
    early retirement of debt, rental expense, corporate expense and
    stock-based compensation expense included in general and
    administrative expense. Adjusted EBITDAR is used by management
    as the primary measure of operating performance of its
    properties and to compare the operating performance of its
    properties with those of its competitors.  104




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2007


2006


2005Capital ExpendituresLas Vegas Sands Corp. and Other

$
129,908


$
49,506


$
529Las Vegas:The Venetian


152,207



109,119



138,015The Palazzo


1,184,781



530,455



333,835Macao:Sands Macao


120,919



98,498



39,486The Venetian Macao


970,990



954,534



347,322The Four Seasons Macao


279,157



69,263



982Other Asia


34,834



43



193Other Development Projects


556,327



100,716



259Singapore


364,580



13,157



Total capital expenditures

$
3,793,703


$
1,925,291


$
860,621   Year Ended December 31,2007


2006Total AssetsLas Vegas Sands Corp. and Other

$
380,646


$
209,701Las Vegas:The Venetian


1,771,764



1,991,566The Palazzo


2,434,186



1,179,157Macao:Sands Macao


550,479



537,990The Venetian Macao


3,158,091



2,068,225The Four Seasons Macao


391,506



70,246Other Asia


85,817



1,300Other Development Projects


777,740



169,205Singapore


1,916,288



899,068Total consolidated assets

$
11,466,517


$
7,126,458   Note 16 
    Condensed Consolidating Financial Information
   105




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     106




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
  December 31,
    2007
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
73,489


$
130,625


$
653,036


$



$
857,150Restricted cash






5,118



227,826







232,944Intercompany receivables


195,675



155,768







(351,443
)


Accounts receivable, net


1,995



113,638



71,562







187,195Intercompany notes receivable


73,562



55,992







(129,554
)


Inventories


132



10,086



9,684







19,902Deferred income taxes


1,368



30,994



109







32,471Prepaid expenses and other


19,960



15,792



14,004



(332
)


49,424Total current assets


366,181



518,013



976,221



(481,329
)


1,379,086Property and equipment, net


160,524



3,775,263



4,638,827







8,574,614Investment in subsidiaries


2,105,436



1,485,317







(3,590,753
)


Deferred financing costs, net


1,556



58,584



47,198







107,338Restricted cash










178,824







178,824Deferred income taxes










1,343



(1,343
)


Leasehold interest in land, net










1,069,609







1,069,609Other assets, net


116



26,885



130,045







157,046Total assets

$
2,633,813


$
5,864,062


$
7,042,067


$
(4,073,425
)

$
11,466,517Accounts payable

$
4,881


$
49,020


$
45,121


$



$
99,022Construction payables






169,089



548,452







717,541Intercompany payables






125,693



225,750



(351,443
)


Accrued interest payable


6,350



3,320



1,795







11,465Other accrued liabilities


8,141



191,103



411,668







610,912Intercompany notes payable










129,554



(129,554
)


Income taxes payable










332



(332
)


Current maturities of long-term debt


3,688



36,141



14,504







54,333Total current liabilities


23,060



574,366



1,377,176



(481,329
)


1,493,273Other long-term liabilities


15,532



171,860



6,028







193,420Deferred income taxes


770



2,126







(1,343
)


1,553Long-term debt


334,177



3,010,274



4,173,546







7,517,997Total liabilities


373,539



3,758,626



5,556,750



(482,672
)


9,206,243Stockholders equity


2,260,274



2,105,436



1,485,317



(3,590,753
)


2,260,274Total stockholders equity and liabilities

$
2,633,813


$
5,864,062


$
7,042,067


$
(4,073,425
)

$
11,466,517  107




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
  December 31,
    2006
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
69,100


$
96,219


$
302,747


$



$
468,066Restricted cash


50,076



95,139



253,547







398,762Intercompany receivables


170,844



49,509







(220,353
)


Accounts receivable, net


137



121,375



52,171







173,683Intercompany notes receivable


73,154



52,736







(125,890
)


Inventories






10,273



2,018







12,291Deferred income taxes


1,583



14,064



41







15,688Prepaid expenses and other


1,793



8,286



14,988







25,067Total current assets


366,687



447,601



625,512



(346,243
)


1,093,557Property and equipment, net


85,758



2,437,074



2,059,493







4,582,325Investment in subsidiaries


1,919,079



829,647







(2,748,726
)


Deferred financing costs, net


1,176



24,124



45,081







70,381Restricted cash






323,668



231,464







555,132Deferred income taxes






1,794



3,254



(5,048
)


Leasehold interest in land, net










809,856







809,856Other assets, net


78



12,538



2,591







15,207Total assets

$
2,372,778


$
4,076,446


$
3,777,251


$
(3,100,017
)

$
7,126,458Accounts payable

$
884


$
29,038


$
21,116


$



$
51,038Construction payables


674



75,155



253,546







329,375Intercompany payables






44,732



175,621



(220,353
)


Accrued interest payable


5,977



1,442



1,077







8,496Other accrued liabilities


13,231



149,390



156,280







318,901Intercompany notes payable










125,890



(125,890
)


Income taxes payable


20,352















20,352Deferred income taxes


















Current maturities of long-term debt






6,486











6,486Total current liabilities


41,118



306,243



733,530



(346,243
)


734,648Other long-term liabilities


2,981



177,199











180,180Deferred income taxes


5,372











(5,048
)


324Long-term debt


248,153



1,673,925



2,214,074







4,136,152Total liabilities


297,624



2,157,367



2,947,604



(351,291
)


5,051,304Stockholders equity


2,075,154



1,919,079



829,647



(2,748,726
)


2,075,154Total stockholders equity and liabilities

$
2,372,778


$
4,076,446


$
3,777,251


$
(3,100,017
)

$
7,126,458  108




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
  For the
    year ended December 31, 2007
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
404,255


$
1,846,166


$



$
2,250,421Rooms






362,404



74,953







437,357Food and beverage






144,745



94,043



(536
)


238,252Convention, retail and other


38,909



126,364



53,791



(40,672
)


178,392Total revenues


38,909



1,037,768



2,068,953



(41,208
)


3,104,422Less  promotional allowances


(1,045
)


(75,187
)


(77,623
)






(153,855
)Net revenues


37,864



962,581



1,991,330



(41,208
)


2,950,567Operating expenses:Casino






195,206



1,240,858



(402
)


1,435,662Rooms






82,275



11,944







94,219Food and beverage






71,573



48,463



(1,763
)


118,273Convention, retail and other






64,825



32,864







97,689Provision for doubtful accounts






25,126



1,243







26,369General and administrative






212,138



146,262



(39,043
)


319,357Corporate expense


91,548



366



2,600







94,514Rental expense






8,348



23,439







31,787Pre-opening expense


2,282



23,510



163,488







189,280Development expense


6,030







3,698







9,728Depreciation and amortization


6,571



89,571



106,415







202,557Loss on disposal of assets


505



53



564







1,122106,936



772,991



1,781,838



(41,208
)


2,620,557Operating income (loss)


(69,072
)


189,590



209,492







330,010Other income (expense):Interest income


9,217



41,712



28,625



(7,090
)


72,464Interest expense, net of amounts capitalized


(18,837
)


(115,438
)


(117,623
)


7,090



(244,808
)Other expense


(6
)


(1,009
)


(7,667
)






(8,682
)Loss on early retirement of debt






(10,705
)










(10,705
)Income from equity investment in subsidiaries


188,785



110,579







(299,364
)


Income before income taxes


110,087



214,729



112,827



(299,364
)


138,279Benefit (provision) for income taxes


6,601



(25,944
)


(2,248
)






(21,591
)Net income

$
116,688


$
188,785


$
110,579


$
(299,364
)

$
116,688  109




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
  For the
    year ended December 31, 2006
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
411,771


$
1,264,290


$



$
1,676,061Rooms






343,995



6,611







350,606Food and beverage






137,006



51,129



(316
)


187,819Convention, retail and other


33,408



123,257



3,549



(34,522
)


125,692Total revenues


33,408



1,016,029



1,325,579



(34,838
)


2,340,178Less  promotional allowances


(625
)


(66,140
)


(36,554
)






(103,319
)Net revenues


32,783



949,889



1,289,025



(34,838
)


2,236,859Operating expenses:Casino






187,431



737,839



(237
)


925,033Rooms






85,420



231







85,651Food and beverage






66,121



24,106



(1,114
)


89,113Convention, retail and other






62,300



2,015







64,315Provision for doubtful accounts






17,645



422







18,067General and administrative






195,508



68,334



(33,487
)


230,355Corporate expense


59,220







350







59,570Rental expense






12,669



809







13,478Pre-opening expense






1,369



36,304







37,673Development expense


3,280



(35
)


22,867







26,112Depreciation and amortization


2,906



67,469



40,396







110,771Loss on disposal of assets






684



1,940







2,62465,406



696,581



935,613



(34,838
)


1,662,762Operating income (loss)


(32,623
)


253,308



353,412







574,097Other income (expense):Interest income


12,457



33,027



28,730



(8,023
)


66,191Interest expense, net of amounts capitalized


(16,921
)


(83,002
)


(43,953
)


8,023



(135,853
)Other income (expense)


2,422



(570
)


(2,041
)






(189
)Income from equity investment in subsidiaries


470,823



337,978







(808,801
)


Income before income taxes


436,158



540,741



336,148



(808,801
)


504,246Benefit (provision) for income taxes


5,845



(69,918
)


1,830







(62,243
)Net income

$
442,003


$
470,823


$
337,978


$
(808,801
)

$
442,003  110




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
  For the
    year ended December 31, 2005
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
367,915


$
882,175


$



$
1,250,090Rooms






318,830



4,730







323,560Food and beverage






116,402



31,108







147,510Convention, retail and other


17,909



98,879



4,186



(17,909
)


103,065Total revenues


17,909



902,026



922,199



(17,909
)


1,824,225Less  promotional allowances


(762
)


(56,951
)


(25,600
)






(83,313
)Net revenues


17,147



845,075



896,599



(17,909
)


1,740,912Operating expenses:Casino






166,912



489,678







656,590Rooms






81,778



280







82,058Food and beverage






62,564



14,172







76,736Convention, retail and other






54,647



3,421







58,068Provision for doubtful accounts






9,101



257







9,358General and administrative






163,515



47,200



(17,909
)


192,806Corporate expense


38,200







97







38,297Rental expense






14,094



747







14,841Pre-opening expense






678



3,054







3,732Development expense


646



217



21,375







22,238Depreciation and amortization


2,037



67,689



25,570







95,296Loss on disposal of assets






1,104



337







1,44140,883



622,299



606,188



(17,909
)


1,251,461Operating income (loss)


(23,736
)


222,776



290,411







489,451Other income (expense):Interest income


12,365



20,687



9,093



(9,034
)


33,111Interest expense, net of amounts capitalized


(9,178
)


(82,369
)


(13,779
)


9,034



(96,292
)Other income (expense)






(1,335
)


1







(1,334
)Loss on early retirement of debt






(132,834
)


(4,166
)






(137,000
)Income from equity investment in subsidiaries


298,967



283,211







(582,178
)


Income before income taxes


278,418



310,136



281,560



(582,178
)


287,936Benefit (provision) for income taxes


5,268



(11,169
)


1,651







(4,250
)Net income

$
283,686


$
298,967


$
283,211


$
(582,178
)

$
283,686  111




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
  For the
    year ended December 31, 2007
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(135,852
)

$
211,815


$
289,494


$



$
365,457Cash flows from investing activities:Change in restricted cash


50,076



413,689



92,511







556,276Capital expenditures


(88,016
)


(1,327,335
)


(2,378,352
)






(3,793,703
)Acquisition of gaming license included in other assets










(50,000
)






(50,000
)Repayment of receivable from Guarantor Subsidiaries


73,715











(73,715
)


Repayment of receivable from Non-Guarantor Subsidiaries


125,464



58,521







(183,985
)


Intercompany receivable to Guarantor Subsidiaries


(114,902
)










114,902



Intercompany receivable to Non-Guarantor Subsidiaries


(32,338
)


(126,513
)






158,851



Capital contributions to subsidiaries






(548,088
)






548,088



Net cash provided by (used in) investing activities


13,999



(1,529,726
)


(2,335,841
)


564,141



(3,287,427
)Cash flows from financing activities:Proceeds from exercise of stock options


30,221















30,221Excess tax benefits from stock-based compensation


7,112















7,112Capital contributions received










548,088



(548,088
)


Borrowings from Las Vegas Sands Corp.






114,902



32,338



(147,240
)


Borrowings from Guarantor Subsidiaries










126,513



(126,513
)


Repayment on borrowings from Guarantor Subsidiaries










(58,521
)


58,521



Repayment on borrowings from Las Vegas Sands Corp.






(73,715
)


(125,464
)


199,179



Proceeds from Macao credit facility










1,551,000







1,551,000Proceeds from Singapore bridge facility










339,788







339,788Proceeds from airplane financing


92,250















92,250Proceeds from new senior secured credit facility-term B






3,000,000











3,000,000Proceeds from senior secured credit facility-revolver






62,000











62,000Proceeds from construction loan for The Shoppes at The Palazzo






52,000











52,000Proceeds from FF&E financings and other long-term debt






23,834



14,204







38,038Repayments on new senior secured credit facility-term B






(15,000
)










(15,000
)Repayment on senior secured credit facility-term B and term B
    delayed






(1,170,000
)










(1,170,000
)Repayment on senior secured credit facility-revolver






(322,128
)










(322,128
)Repayments on airplane financing


(2,766
)














(2,766
)Repayments on FF&E financings and other long-term debt






(7,334
)


(1,205
)






(8,539
)Repayments on construction loan for The Shoppes at The Palazzo






(166,500
)










(166,500
)Repayments on The Sands Expo Center mortgage loan






(90,868
)










(90,868
)Payments of deferred financing costs


(575
)


(54,874
)


(18,294
)






(73,743
)Net cash provided by financing activities


126,242



1,352,317



2,408,447



(564,141
)


3,322,865Effect of exchange rate on cash










(11,811
)






(11,811
)Increase in cash and cash equivalents


4,389



34,406



350,289







389,084Cash and cash equivalents at beginning of year


69,100



96,219



302,747







468,066Cash and cash equivalents at end of year

$
73,489


$
130,625


$
653,036


$



$
857,150  112




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
  For the
    year ended December 31, 2006
   Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(28,167
)

$
198,931


$
(367,484
)

$



$
(196,720
)Cash flows from investing activities:Change in restricted cash


(24
)


174,001



(484,542
)






(310,565
)Capital expenditures


(49,519
)


(643,338
)


(1,232,434
)






(1,925,291
)Notes receivable to Non-Guarantor Subsidiaries


(115,000
)


(75,000
)






190,000



Repayment of notes receivable from Non-Guarantor Subsidiaries


165,000



25,000







(190,000
)


Intercompany receivable to Las Vegas Sands Corp.






20,000







(20,000
)


Repayment of receivable from Las Vegas Sands Corp.






(20,000
)






20,000



Intercompany receivable to Non-Guarantor Subsidiaries


(104,464
)


(18,408
)






122,872



Capital contributions to subsidiaries


(9,549
)


(6,989
)






16,538



Net cash used in investing activities


(113,556
)


(544,734
)


(1,716,976
)


139,410



(2,235,856
)Cash flows from financing activities:Proceeds from exercise of stock options


7,226















7,226Excess tax benefits from stock-based compensation


1,401















1,401Capital contributions received






9,549



6,989



(16,538
)


Borrowings from Las Vegas Sands Corp.










219,464



(219,464
)


Borrowings from Guarantor Subsidiaries


20,000







93,408



(113,408
)


Repayment on borrowings from Guarantor Subsidiaries


(20,000
)






(25,000
)


45,000



Repayment on borrowings from Las Vegas Sands Corp.










(165,000
)


165,000



Proceeds from Macao credit facility










1,350,000







1,350,000Proceeds from Singapore bridge facility










892,076







892,076Proceeds from senior secured credit facility-revolver






254,129











254,129Proceeds from construction loan for The Shoppes at The Palazzo






86,000











86,000Proceeds from FF&E financings and other long-term debt






37,715



75







37,790Repayments on Venetian Intermediate credit facility










(50,000
)






(50,000
)Repayments on Macao credit facility










(50,000
)






(50,000
)Repayment on senior secured credit facility-revolver






(25,000
)










(25,000
)Repayments on FF&E financings and other long-term debt






(2,999
)


(14
)






(3,013
)Repayments on The Sands Expo Center mortgage loan






(4,733
)










(4,733
)Payments of deferred financing costs






(2,283
)


(50,611
)






(52,894
)Net cash provided by financing activities


8,627



352,378



2,221,387



(139,410
)


2,442,982Effect of exchange rate on cash










814







814Increase (decrease) in cash and cash equivalents


(133,096
)


6,575



137,741







11,220Cash and cash equivalents at beginning of year


202,196



89,644



165,006







456,846Cash and cash equivalents at end of year

$
69,100


$
96,219


$
302,747


$



$
468,066  113




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
  For the
    year ended December 31, 2005
   Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(4,102
)

$
186,823


$
407,195


$



$
589,916Cash flows from investing activities:Change in restricted cash


(50,052
)


(215,338
)


4







(265,386
)Capital expenditures


(1,217
)


(432,152
)


(427,252
)






(860,621
)Capital contributions to subsidiaries


(564,260
)


(49,220
)






613,480



Note receivable to Non-Guarantor Subsidiaries


(121,784
)










121,784



Intercompany payment for airplane transfer


(40,000
)


40,000











Net cash used in investing activities


(777,313
)


(656,710
)


(427,248
)


735,264



(1,126,007
)Cash flows from financing activities:Transaction costs, initial public offering


(487
)














(487
)Dividends paid to shareholders






(21,052
)










(21,052
)Proceeds from exercise of stock options


313















313Capital contributions received






564,260



49,220



(613,480
)


Borrowings from Las Vegas Sands Corp.










121,784



(121,784
)


Repayments on 11% mortgage notes






(843,640
)










(843,640
)Proceeds from 6.375% senior note, net of discount


247,722















247,722Proceeds from senior secured credit facility-term B






305,000











305,000Proceeds from senior secured credit facility-term B delayed






200,000











200,000Proceeds from construction loan for The Shoppes at The Palazzo






28,500











28,500Repayments on Venetian Macao senior secured
    notes-tranches A and B










(120,000
)






(120,000
)Proceeds from senior secured credit facility-revolver






31,000











31,000Repayments on FF&E financings






(1,800
)










(1,800
)Repayments on The Sands Expo Center mortgage loan






(3,687
)










(3,687
)Repurchase premiums incurred in connection with refinancing
    transactions






(113,311
)










(113,311
)Payments of deferred financing costs


(1,438
)


(9,838
)










(11,276
)Net change in intercompany accounts


(7,426
)


35,895



(28,469
)






Net cash provided by (used in) financing activities


238,684



171,327



22,535



(735,264
)


(302,718
)Effect of exchange rate on cash










757







757Increase (decrease) in cash and cash equivalents


(542,731
)


(298,560
)


3,239







(838,052
)Cash and cash equivalents at beginning of year


744,927



388,204



161,767







1,294,898Cash and cash equivalents at end of year

$
202,196


$
89,644


$
165,006


$



$
456,846  114




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 17 
    Selected Quarterly Financial Results (Unaudited)
  QuarterFirst


Second


Third(1)


Fourth(2)


Total(In thousands, except per share data)2007Net revenues

$
628,218


$
612,926


$
660,950


$
1,048,473


$
2,950,567Operating income (loss)


131,006



86,233



(20,794
)


133,565



330,010Net income (loss)


90,914



34,398



(48,507
)


39,883



116,688Basic earnings (loss) per share


0.26



0.10



(0.14
)


0.11



0.33Diluted earnings (loss) per share


0.26



0.10



(0.14
)


0.11



0.332006Net revenues

$
530,364


$
517,007


$
553,228


$
636,260


$
2,236,859Operating income


148,880



125,415



133,478



166,324



574,097Net income


121,783



109,329



97,251



113,640



442,003Basic earnings per share


0.34



0.31



0.27



0.32



1.25Diluted earnings per share


0.34



0.31



0.27



0.32



1.24     (1)
    
    The Venetian Macao opened on August 28, 2007.(2)
    
    The Palazzo partially opened on December 30, 2007.   115




---



##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  LAS VEGAS SANDS CORP. AND SUBSIDIARIES
 For the Years Ended December 31, 2007, 2006 and 2005
  ProvisionBalance at


for


Write-offs,


BalanceBeginning


Doubtful


net of


at EndDescription

Of Year


Accounts


Recoveries


of Year(In thousands)Allowance for doubtful accounts:2005

$
20,309



9,358



(187
)

$
29,4802006

$
29,480



18,067



(12,071
)

$
35,4762007

$
35,476



26,369



(28,729
)

$
33,116   Balance at








BalanceBeginning








at EndDescription

of Year


Additions


Deductions


of YearDeferred income tax asset valuation allowance:2005

$
6,175



11,211






$
17,3862006

$
17,386



6,196






$
23,5822007

$
23,582



22,761






$
46,343  116




---



##### Table of Contents



ITEM 9.  CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   ITEM 9A. 
    CONTROLS AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e))
    Changes
    in Internal Control over Financial Reporting
  Form 10-K
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
       117




---



##### Table of Contents



ITEM 9B. 
    OTHER INFORMATION   PART III ITEM 10. 
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE    www.lasvegassands.com
 ITEM 11. 
    EXECUTIVE COMPENSATION   118




---



##### Table of Contents



ITEM 12. 
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT AND RELATED STOCKHOLDER MATTERS   ITEM 13. 
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   ITEM 14. 
    PRINCIPAL ACCOUNTANT FEES AND SERVICES   119




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##### Table of Contents



PART IV ITEM 15. 
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  Documents filed as part of the Annual Report on
    Form 10-K.
                      Exhibit No.

Description of Document3
.1

Certificate of Amended and Restated Articles of Incorporation of
    Las Vegas Sands Corp. (incorporated by reference from
    Exhibit 3.1 to the Companys Amendment No. 2 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).3
.2

Amended and Restated By-laws of Las Vegas Sands Corp.
    (incorporated by reference from Exhibit 3.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and filed on
    November 9, 2007).4
.1

Form of Specimen Common Stock Certificate of Las Vegas Sands
    Corp. (incorporated by reference from Exhibit 4.1 to the
    Companys Amendment No. 2 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).4
.2

Indenture, dated as of February 10, 2005, by and between
    Las Vegas Sands Corp., as issuer, and U.S. Bank National
    Association, as trustee (the 6.375% Notes Indenture)
    (incorporated by reference from Exhibit 4.2 to the
    Companys Current Report on
    Form 8-K
    filed on February 15, 2005).4
.3

Supplemental Indenture to the 6.375% Notes Indenture, dated
    as of February 22, 2005, by and among Las Vegas Sands, Inc.
    (n/k/a Las Vegas Sands, LLC), Venetian Casino Resort, LLC, Mall
    Intermediate Holding Company, LLC, Lido Intermediate Holding
    Company, LLC, Lido Casino Resort, LLC, (which was merged into
    Venetian Casino Resort, LLC in March 2007), Venetian Venture
    Development, LLC, Venetian Operating Company, LLC (which was
    merged into Venetian Casino Resort, LLC in March 2006), Venetian
    Marketing, Inc. and Venetian Transport, LLC, as guarantors, Las
    Vegas Sands Corp., as issuer and U.S. Bank National Association,
    as trustee) (incorporated by reference from Exhibit 4.1 to
    the Companys Current Report on
    Form 8-K
    filed on February 23, 2005).4
.4

Second Supplemental Indenture to the 6.375% Notes
    Indenture, dated as of May 23, 2007, by and among Interface
    Group Nevada, Inc., Lido Casino Resort Holding Company, LLC,
    Phase II Mall Holding, LLC, Phase II Mall Subsidiary,
    LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, as
    guaranteeing subsidiaries, the guarantors party to the first
    supplemental indenture, Las Vegas Sands Corp., as issuer, and
    U.S. Bank National Association, as trustee (incorporated by
    reference from Exhibit 4.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.1

Credit and Guarantee Agreement, dated as of May 23, 2007,
    by and among Las Vegas Sands, LLC, the affiliates of Las Vegas
    Sands, LLC named therein as guarantors, the lenders party hereto
    from time to time, The Bank of Nova Scotia, as administrative
    agent for the Lenders and as collateral agent, Goldman Sachs
    Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global
    Markets Inc., as joint lead arrangers and joint bookrunners and
    as syndication agents, and JPMorgan Chase Bank, as documentation
    agent (incorporated by reference from Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007). 120




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##### Table of Contents



Exhibit No.

Description of Document10
.2

Security Agreement, dated as of May 23, 2007, between each
    of the parties named as a grantor therein and The Bank of Nova
    Scotia, as collateral agent for the secured parties, as defined
    therein (incorporated by reference from Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.3

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by
    Phase II Mall Subsidiary, LLC, as trustor, as of
    May 23, 2007 in favor of First American
    Title Insurance Company, as trustee, for the benefit of The
    Bank of Nova Scotia, in its capacity as collateral agent, as
    beneficiary (incorporated by reference from Exhibit 10.6 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.4

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Las Vegas
    Sands, LLC, as trustor, as of May 23, 2007 in favor of
    First American Title Insurance Company, as trustee, for the
    benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.5

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Venetian
    Casino Resort, LLC, as trustor, as of May 23, 2007 in favor
    of First American Title Insurance Company, as trustee, for
    the benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.6

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Venetian
    Casino Resort, LLC and Las Vegas Sands, LLC, jointly and
    severally as trustors, as of May 23, 2007 in favor of First
    American Title Insurance Company, as trustee, for the
    benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.9 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.7

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Interface
    Group-Nevada, Inc., as trustor, as of May 23, 2007 in favor
    of First American Title Insurance Company, as trustee, for
    the benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.10 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.8

Amended and Restated FF&E Credit and Guarantee Agreement,
    dated as of August 21, 2007, by and among Las Vegas Sands,
    LLC, as the borrower, certain affiliates of the borrower as
    guarantors, the lenders party thereto from time to time, General
    Electric Capital Corporation, as administrative agent for the
    lenders and as collateral agent and GE Capital Markets, Inc., as
    lead arranger and book runner (incorporated by reference from
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and filed on
    November 9, 2007).10
.9

Amended and Restated Security Agreement, dated as of
    August 21, 2007, between each of the grantors party thereto
    and General Electric Capital Corporation, as collateral agent
    for the secured parties (incorporated by reference from
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and filed on
    November 9, 2007).10
.10

Indemnity Agreement, dated as of August 25, 2000, by and
    among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Grand
    Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall
    Construction, LLC, Grand Canal Shops Mall, LLC, Interface Group
    Holding Company, and American Insurance Companies (of which
    American Home Assurance Company is a member company)
    (incorporated by reference from Exhibit 10.8 to Las Vegas
    Sands, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 and filed on
    August 14, 2002).10
.11

Energy Services Agreement, dated as of November 14, 1997,
    by and between Atlantic Pacific Las Vegas, LLC and Venetian
    Casino Resort, LLC (incorporated by reference from
    Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands,
    Inc.s Registration Statement on
    Form S-4
    (File
    No. 333-42147)
    dated March 27, 1998). 121




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##### Table of Contents



Exhibit No.

Description of Document10
.12

Energy Services Agreement Amendment No. 1, dated as of
    July 1, 1999, by and between Atlantic Pacific Las Vegas,
    LLC and Venetian Casino Resort, LLC (incorporated by reference
    from Exhibit 10.8 to Las Vegas Sands, Inc.s Annual
    Report on
    Form 10-K
    for the year ended December 31, 1999 and filed on
    March 30, 2000).10
.13

Energy Services Agreement Amendment No. 2, dated as of
    July 1, 2006, by and between Atlantic Pacific Las Vegas,
    LLC and Venetian Casino Resort, LLC (incorporated by reference
    from Exhibit 10.77 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006 and filed on
    February 28, 2007).10
.14

Energy Services Agreement, dated as of November 14, 1997,
    by and between Atlantic-Pacific Las Vegas, LLC and Interface
    Group-Nevada, Inc. (incorporated by reference from
    Exhibit 10.8 to Amendment No. 1 of the Companys
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.15

Energy Services Agreement Amendment No. 1, dated as of
    July 1, 1999, by and between Atlantic-Pacific Las Vegas,
    LLC and Interface Group-Nevada, Inc. (incorporated by reference
    from Exhibit 10.9 to the Companys Amendment
    No. 1 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.16

Amended and Restated Services Agreement, dated as of
    November 14, 1997, by and among Las Vegas Sands, Inc.,
    Venetian Casino Resort, LLC, Interface Group Holding Company,
    Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc.,
    Grand Canal Shops Mall MM Subsidiary, Inc. and certain
    subsidiaries of Venetian Casino Resort, LLC named therein
    (incorporated by reference from Exhibit 10.15 to Amendment
    No. 1 to Las Vegas Sands, Inc.s Registration
    Statement on
    Form S-4
    (File
    No. 333-42147)
    dated February 12, 1998).10
.17

Assignment and Assumption Agreement, dated as of
    November 8, 2004, by and among Las Vegas Sands, Inc.,
    Venetian Casino Resort, LLC, Interface Group Holding Company,
    Inc., Interface Group-Nevada, Inc., Interface Operations LLC,
    Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM
    Subsidiary, Inc. and certain subsidiaries of Venetian Casino
    Resort, LLC named therein (incorporated by reference from
    Exhibit 10.52 to the Companys Amendment No. 2 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.18

Construction Agency Agreement, dated as of November 14,
    1997, by and between Venetian Casino Resort, LLC and Atlantic
    Pacific Las Vegas, LLC (incorporated by reference from
    Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands,
    Inc.s Registration Statement on
    Form S-4
    (File
    No. 333-42147)
    dated March 27, 1998).10
.19

Sands Resort Hotel and Casino Agreement, dated as of
    February 18, 1997, by and between Clark County and Las
    Vegas Sands, Inc. (incorporated by reference from
    Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands,
    Inc.s Registration Statement on
    Form S-4
    (File
    No. 333-42147)
    dated February 12, 1998).10
.20

Addendum to Sands Resort Hotel & Casino Agreement,
    dated as of September 16, 1997, by and between Clark County
    and Las Vegas Sands, Inc. (incorporated by reference from
    Exhibit 10.20 to the Companys Amendment No. 1 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 22, 2004).10
.21

Improvement Phasing Agreement by and between Clark County and
    Lido Casino Resort, LLC (incorporated by reference from
    Exhibit 10.21 to the Companys Amendment No. 1 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 22, 2004).10
.22

Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock
    Option Plan (the 1997 Stock Option Plan)
    (incorporated by reference from Exhibit 10.10 to Las Vegas
    Sands, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 and filed on
    August 14, 2002).10
.23

First Amendment to the 1997 Stock Option Plan, dated
    June 4, 2002 (incorporated by reference from
    Exhibit 10.11 to Las Vegas Sands, Inc.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2002 and filed on
    August 14, 2002).10
.24

Assumption Agreement, dated as of January 2, 2002, by
    Sheldon G. Adelson with respect to the 1997 Stock Option Plan
    (incorporated by reference from Exhibit 10.5 to Las Vegas
    Sands, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002 and filed on
    May 8, 2002). 122




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##### Table of Contents



Exhibit No.

Description of Document10
.25

Assumption Agreement, dated as of July 15, 2004, by Las
    Vegas Sands, Inc. with respect to the 1997 Stock Option Plan
    (incorporated by reference from Exhibit 10.25 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated September 3, 2004).10
.26

Assignment and Assumption Agreement, dated as of
    December 20, 2004, by and among Las Vegas Sands, Inc., Las
    Vegas Sands Corp. and Sheldon G. Adelson (incorporated by
    reference from Exhibit 10.27 to the Companys Current
    Report on
    Form 8-K
    filed on April 4, 2005).10
.27

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and William
    P. Weidner (incorporated by reference from Exhibit 10.27 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.28

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Bradley
    H. Stone (incorporated by reference from Exhibit 10.30 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.29

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Robert G.
    Goldstein (incorporated by reference from Exhibit 10.33 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.30

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon
    G. Adelson (incorporated by reference from Exhibit 10.36 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.31

Employment Agreement, dated as of June 1, 2006, among Las
    Vegas Sands Corp., Las Vegas Sands, LLC and Robert Rozek
    (incorporated by reference from Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and filed on
    August 9, 2006).10
.32

Concession Contract for Operating Casino Games of Chance or
    Games of Other Forms in the Macao Special Administrative Region,
    June 26, 2002, by and among the Macao Special
    Administrative Region and Galaxy Casino Company Limited
    (incorporated by reference from Exhibit 10.40 to Las Vegas
    Sands, Inc.s
    Form 10-K
    for the year ended December 31, 2002 and filed on
    March 31, 2003).10
.33

Land Concession Agreement, dated as of December 10, 2003,
    issued by the Macao Special Administrative Region to Venetian
    Macau Limited (incorporated by reference from Exhibit 10.39
    to the Companys Amendment No. 1 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.34

Land Concession Agreement, dated as of February 23, 2007,
    issued by the Macau Special Administrative Region to Venetian
    Cotai Limited and Venetian Macau Limited (incorporated by
    reference from Exhibit 10.3 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and filed on
    May 10, 2007).10
.35

Subconcession Contract for Operating Casino Games of Chance or
    Games of Other Forms in the Macao Special Administrative Region,
    dated December 19, 2002, between Galaxy Casino Company
    Limited, as concessionaire, and Venetian Macau S.A., as
    subconcessionaire (incorporated by reference from
    Exhibit 10.65 to the Companys Amendment No. 5 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated December 10, 2004).10
.36

Purchase and Sale Agreement, dated April 12, 2004, by and
    among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops
    Mall MM Subsidiary, Inc. and GGP Limited Partnership
    (incorporated by reference from Exhibit 10.1 to Las Vegas
    Sands, Inc.s Current Report on
    Form 8-K
    filed on April 16, 2004).10
.37

Agreement, made as of April 12, 2004, by and between Lido
    Casino Resort, LLC and GGP Limited Partnership (incorporated by
    reference from Exhibit 10.2 to Las Vegas Sands, Inc.s
    Current Report on
    Form 8-K
    filed on April 16, 2004). 123




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##### Table of Contents



Exhibit No.

Description of Document10
.38

Assignment and Assumption of Agreement and First Amendment to
    Agreement, dated September 30, 2004, made by Lido Casino
    Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as
    assignee, and to GGP Limited Partnership, as buyer (incorporated
    by reference from Exhibit 10.60 to the Companys
    Amendment No. 1 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.39

Registration Rights Agreement, dated as of December 20,
    2004, by and among Las Vegas Sands Corp. and the stockholders
    named therein (incorporated by reference from Exhibit 10.39
    to the Companys Current Report on
    Form 8-K
    filed on April 4, 2005).10
.40

Form of Notice of Restricted Stock Award under the Las Vegas
    Sands Corp. 2004 Equity Award Plan (incorporated by reference
    from Exhibit 10.40 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005 and filed on
    March 2, 2006).10
.41

Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by
    reference from Exhibit 10.41 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005 and filed on
    May 16, 2005).10
.42

Las Vegas Sands Corp. Executive Cash Incentive Plan
    (incorporated by reference from Exhibit 10.42 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005 and filed on
    May 16, 2005).10
.43

Agreement, dated as of July 8, 2004, by and between Sheldon
    G. Adelson and Las Vegas Sands, Inc. (incorporated by reference
    from Exhibit 10.47 to the Companys Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated September 3, 2004).10
.44

Venetian Hotel Service Agreement, dated as of June 28,
    2001, by and between Venetian Casino Resort, LLC and Interface
    Group-Nevada, Inc. d/b/a Sands Expo and Convention Center
    (incorporated by reference from Exhibit 10.49 to the
    Companys Amendment No. 2 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.45

First Amendment to Venetian Hotel Service Agreement, dated as of
    June 28, 2004, by and between Venetian Casino Resort, LLC
    and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention
    Center (incorporated by reference from Exhibit 10.50 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated September 3, 2004).10
.46

Tax Indemnification Agreement, dated as of December 17,
    2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc.
    and the stockholders named therein (incorporated by reference
    from Exhibit 10.56 to the Companys Current Report on
    Form 8-K
    filed on April 4, 2005).10
.47

Las Vegas Sands Corp. Deferred Compensation Plan (incorporated
    by reference from Exhibit 10.63 to the Companys
    Amendment No. 2 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.48

Form of Restricted Stock Award Agreements under the 2004 Equity
    Award Plan (incorporated by reference from Exhibit 10.70 to
    the Companys Amendment No. 4 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated December 8, 2004).10
.49

Form of Stock Option Agreements under the 2004 Equity Award Plan
    (incorporated by reference from Exhibit 10.71 to the
    Companys Amendment No. 4 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated December 8, 2004).10
.50

Amended Aircraft Interchange Agreement, dated as of May 23,
    2007, by and between Interface Operations LLC and Las Vegas
    Sands Corp. (incorporated by reference from Exhibit 10.1 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.51

Aircraft Time Share Agreement, dated as of May 23, 2007, by
    and between Interface Operations LLC and Las Vegas Sands Corp.
    (incorporated by reference from Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.52

Aircraft Time Sharing Agreement, dated as of January 1,
    2005, by and between Interface Operations LLC and Las Vegas
    Sands, Inc. (incorporated by reference from Exhibit 10.3 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005 and filed
    November 15, 2005). 124




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##### Table of Contents



Exhibit No.

Description of Document10
.53

Aircraft Time Sharing Agreement, dated as of June 18, 2004,
    by and between Interface Operations LLC and Las Vegas Sands,
    Inc. (incorporated by reference from Exhibit 10.48 to the
    Companys Amendment No. 1 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.54

Form of Notice of Grant of Stock Option under the Las Vegas
    Sands Corp. 2004 Equity Award Plan (incorporated by reference
    from Exhibit 10.65 to the Companys Quarterly Report
    on
    Form 10-K
    for the year ended December 31, 2005 and filed on
    March 2, 2006).10
.55

Credit Agreement, dated as of May 25, 2006, by and among
    VML US Finance LLC, Venetian Macau Limited, the financial
    institutions listed therein as lenders, The Bank of Nova Scotia,
    Banco Nacional Ultramarino, S.A., Sumitomo Mitsui Banking
    Corporation, Goldman Sachs Credit Partners L.P., Lehman Brothers
    Inc. and Citigroup Global Markets, Inc. (incorporated by
    reference from Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and filed on
    August 9, 2006).10
.56

Disbursement Agreement, dated as of May 25, 2006, by and
    among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau
    Limited and The Bank of Nova Scotia (incorporated by reference
    from Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and filed on
    August 9, 2006).10
.57

First Amendment to Credit Agreement and Disbursement Agreement,
    dated as of March 5, 2007, among Venetian Macau Limited,
    VML US Finance LC, Venetian Cotai Limited and The Bank of Nova
    Scotia, as administrative agent and disbursement agent
    (incorporated by reference from Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and filed on
    May 10, 2007).10
.58

First Amendment to Disbursement Agreement, dated as of
    March 5, 2007, among VML US Finance LLC, Venetian Cotai
    Limited, Venetian Macau Limited and The Bank of Nova Scotia, as
    disbursement agent and bank agent. (incorporated by reference
    from Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and filed on
    May 10, 2007).10
.59*

Facility Agreement, dated as of December 28, 2007, among
    Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs Foreign
    Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited,
    Oversea-Chinese Banking Corporation Limited, as coordinators,
    and DBS Bank Ltd., as technical bank, agent and security trustee.10
.60*

Sponsor Support Agreement, dated as of December 28, 2007,
    among Las Vegas Sands Corp., as sponsor, Sands Mauritius
    Holdings and MBS Holdings Pte. Ltd., as holding company, Marina
    Bay Sands Pte. Ltd., as borrower and DBS Bank Ltd., as security
    trustee.10
.61

Development Agreement, dated August 23, 2006, between the
    Singapore Tourism Board and Marina Bay Sands Pte. Ltd.
    (incorporated by reference from Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).10
.62

Third Amended and Restated Reciprocal Easement, Use and
    Operating Agreement, dated as of July 26, 2006, by and
    among Venetian Casino Resort, LLC, Lido Casino Resort, LLC,
    Phase II Mall Subsidiary, LLC, Grand Canal Shops II, LLC,
    and Interface Group-Nevada, Inc. (incorporated by reference from
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).10
.63

Form of Restricted Stock Award Agreement (incorporated by
    reference from Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on February 9, 2007).10
.64

First Amendment, dated as of February 5, 2007, to the Las
    Vegas Sands Corp. 2004 Equity Award Plan (incorporated by
    reference from Exhibit 10.76 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2006 and filed on
    February 28, 2007).10
.65

Facility Agreement, dated as of August 18, 2006, among
    Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs
    (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited and
    Oversea  Chinese Banking Corporation Limited, as
    mandated lead arrangers, Goldman Sachs (Singapore) Pte. and DBS
    Bank Ltd., as coordinators, DBS Bank Ltd., as agent and security
    trustee, and the financial institutions listed therein as
    original lenders (incorporated by reference from
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006). 125




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##### Table of Contents



Exhibit No.

Description of Document10
.66

Purchase Agreement, dated as of August 18, 2006, among
    Marina Bay Sands Pte. Ltd., as issuer, the purchasers named
    therein, Las Vegas Sands Corp., as guarantor, and Goldman Sachs
    (Singapore) Pte. and DBS Bank Ltd., as lead managers
    (incorporated by reference from Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).21
.1*

Subsidiaries of Las Vegas Sands Corp.23
.1*

Consent of PricewaterhouseCoopers LLP.31
.1*

Certification of the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of the Chief 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 Chief 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.     *
    Filed herewith.
    Confidential treatment has been requested and granted with
    respect to portions of this exhibit, and such confidential
    portions have been deleted and replaced with ** and
    filed separately with the Securities and Exchange Commission
    pursuant to Rule 406 under the Securities Act of 1933. 126




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##### Table of Contents



SIGNATURES
  Form 10-K
      Sheldon
    G. Adelson
      Form 10-K
  Signature

Title

Date/s/  Sheldon
    G. AdelsonSheldon
    G. Adelson

Chairman of the Board, Chief
    Executive Officer and Director

February 28, 2008/s/  Irwin
    ChafetzIrwin
    Chafetz

Director

February 28, 2008/s/  Charles
    D. FormanCharles
    D. Forman

Director

February 28, 2008/s/  Andrew
    R. HeyerAndrew
    R. Heyer

Director

February 28, 2008/s/  Michael
    A. LevenMichael
    A. Leven

Director

February 28, 2008/s/  James
    L. PurcellJames
    L. Purcell

Director

February 28, 2008/s/  Irwin
    A. SiegelIrwin
    A. Siegel

Director

February 28, 2008/s/  William
    P. WeidnerWilliam
    P. Weidner

President, Chief Operating Officer
    and Director

February 28, 2008/s/  Robert
    P. RozekRobert
    P. Rozek

Senior Vice President
    and Chief Financial Officer

February 28, 2008  127




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##### Table of Contents



Index to
    Exhibits
  Exhibit No.

Description of Document3
.1

Certificate of Amended and Restated Articles of Incorporation of
    Las Vegas Sands Corp. (incorporated by reference from
    Exhibit 3.1 to the Companys Amendment No. 2 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).3
.2

Amended and Restated By-laws of Las Vegas Sands Corp.
    (incorporated by reference from Exhibit 3.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and filed on
    November 9, 2007).4
.1

Form of Specimen Common Stock Certificate of Las Vegas Sands
    Corp. (incorporated by reference from Exhibit 4.1 to the
    Companys Amendment No. 2 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).4
.2

Indenture, dated as of February 10, 2005, by and between
    Las Vegas Sands Corp., as issuer, and U.S. Bank National
    Association, as trustee (the 6.375% Notes Indenture)
    (incorporated by reference from Exhibit 4.2 to the
    Companys Current Report on
    Form 8-K
    filed on February 15, 2005).4
.3

Supplemental Indenture to the 6.375% Notes Indenture, dated
    as of February 22, 2005, by and among Las Vegas Sands, Inc.
    (n/k/a Las Vegas Sands, LLC), Venetian Casino Resort, LLC, Mall
    Intermediate Holding Company, LLC, Lido Intermediate Holding
    Company, LLC, Lido Casino Resort, LLC, (which was merged into
    Venetian Casino Resort, LLC in March 2007), Venetian Venture
    Development, LLC, Venetian Operating Company, LLC (which was
    merged into Venetian Casino Resort, LLC in March 2006), Venetian
    Marketing, Inc. and Venetian Transport, LLC, as guarantors, Las
    Vegas Sands Corp., as issuer and U.S. Bank National Association,
    as trustee) (incorporated by reference from Exhibit 4.1 to
    the Companys Current Report on
    Form 8-K
    filed on February 23, 2005).4
.4

Second Supplemental Indenture to the 6.375% Notes
    Indenture, dated as of May 23, 2007, by and among Interface
    Group Nevada, Inc., Lido Casino Resort Holding Company, LLC,
    Phase II Mall Holding, LLC, Phase II Mall Subsidiary,
    LLC, Sands Pennsylvania, Inc. and Palazzo Condo Tower, as
    guaranteeing subsidiaries, the guarantors party to the first
    supplemental indenture, Las Vegas Sands Corp., as issuer, and
    U.S. Bank National Association, as trustee (incorporated by
    reference from Exhibit 4.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.1

Credit and Guarantee Agreement, dated as of May 23, 2007,
    by and among Las Vegas Sands, LLC, the affiliates of Las Vegas
    Sands, LLC named therein as guarantors, the lenders party hereto
    from time to time, The Bank of Nova Scotia, as administrative
    agent for the Lenders and as collateral agent, Goldman Sachs
    Credit Partners L.P., Lehman Brothers Inc. and Citigroup Global
    Markets Inc., as joint lead arrangers and joint bookrunners and
    as syndication agents, and JPMorgan Chase Bank, as documentation
    agent (incorporated by reference from Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.2

Security Agreement, dated as of May 23, 2007, between each
    of the parties named as a grantor therein and The Bank of Nova
    Scotia, as collateral agent for the secured parties, as defined
    therein (incorporated by reference from Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.3

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by
    Phase II Mall Subsidiary, LLC, as trustor, as of
    May 23, 2007 in favor of First American
    Title Insurance Company, as trustee, for the benefit of The
    Bank of Nova Scotia, in its capacity as collateral agent, as
    beneficiary (incorporated by reference from Exhibit 10.6 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.4

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Las Vegas
    Sands, LLC, as trustor, as of May 23, 2007 in favor of
    First American Title Insurance Company, as trustee, for the
    benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007). 128




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##### Table of Contents



Exhibit No.

Description of Document10
.5

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Venetian
    Casino Resort, LLC, as trustor, as of May 23, 2007 in favor
    of First American Title Insurance Company, as trustee, for
    the benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.6

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Venetian
    Casino Resort, LLC and Las Vegas Sands, LLC, jointly and
    severally as trustors, as of May 23, 2007 in favor of First
    American Title Insurance Company, as trustee, for the
    benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.9 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.7

Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and
    Leases, Security Agreement and Fixture Filing made by Interface
    Group-Nevada, Inc., as trustor, as of May 23, 2007 in favor
    of First American Title Insurance Company, as trustee, for
    the benefit of The Bank of Nova Scotia, in its capacity as
    collateral agent, as beneficiary (incorporated by reference from
    Exhibit 10.10 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.8

Amended and Restated FF&E Credit and Guarantee Agreement,
    dated as of August 21, 2007, by and among Las Vegas Sands,
    LLC, as the borrower, certain affiliates of the borrower as
    guarantors, the lenders party thereto from time to time, General
    Electric Capital Corporation, as administrative agent for the
    lenders and as collateral agent and GE Capital Markets, Inc., as
    lead arranger and book runner (incorporated by reference from
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and filed on
    November 9, 2007).10
.9

Amended and Restated Security Agreement, dated as of
    August 21, 2007, between each of the grantors party thereto
    and General Electric Capital Corporation, as collateral agent
    for the secured parties (incorporated by reference from
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and filed on
    November 9, 2007).10
.10

Indemnity Agreement, dated as of August 25, 2000, by and
    among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Grand
    Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall
    Construction, LLC, Grand Canal Shops Mall, LLC, Interface Group
    Holding Company, and American Insurance Companies (of which
    American Home Assurance Company is a member company)
    (incorporated by reference from Exhibit 10.8 to Las Vegas
    Sands, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 and filed on
    August 14, 2002).10
.11

Energy Services Agreement, dated as of November 14, 1997,
    by and between Atlantic Pacific Las Vegas, LLC and Venetian
    Casino Resort, LLC (incorporated by reference from
    Exhibit 10.3 to Amendment No. 2 to Las Vegas Sands,
    Inc.s Registration Statement on
    Form S-4
    (File
    No. 333-42147)
    dated March 27, 1998).10
.12

Energy Services Agreement Amendment No. 1, dated as of
    July 1, 1999, by and between Atlantic Pacific Las Vegas,
    LLC and Venetian Casino Resort, LLC (incorporated by reference
    from Exhibit 10.8 to Las Vegas Sands, Inc.s Annual
    Report on
    Form 10-K
    for the year ended December 31, 1999 and filed on
    March 30, 2000).10
.13

Energy Services Agreement Amendment No. 2, dated as of
    July 1, 2006, by and between Atlantic Pacific Las Vegas,
    LLC and Venetian Casino Resort, LLC (incorporated by reference
    from Exhibit 10.77 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006 and filed on
    February 28, 2007).10
.14

Energy Services Agreement, dated as of November 14, 1997,
    by and between Atlantic-Pacific Las Vegas, LLC and Interface
    Group-Nevada, Inc. (incorporated by reference from
    Exhibit 10.8 to Amendment No. 1 of the Companys
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.15

Energy Services Agreement Amendment No. 1, dated as of
    July 1, 1999, by and between Atlantic-Pacific Las Vegas,
    LLC and Interface Group-Nevada, Inc. (incorporated by reference
    from Exhibit 10.9 to the Companys Amendment
    No. 1 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004). 129




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##### Table of Contents



Exhibit No.

Description of Document10
.16

Amended and Restated Services Agreement, dated as of
    November 14, 1997, by and among Las Vegas Sands, Inc.,
    Venetian Casino Resort, LLC, Interface Group Holding Company,
    Inc., Interface Group-Nevada, Inc., Lido Casino Resort MM, Inc.,
    Grand Canal Shops Mall MM Subsidiary, Inc. and certain
    subsidiaries of Venetian Casino Resort, LLC named therein
    (incorporated by reference from Exhibit 10.15 to Amendment
    No. 1 to Las Vegas Sands, Inc.s Registration
    Statement on
    Form S-4
    (File
    No. 333-42147)
    dated February 12, 1998).10
.17

Assignment and Assumption Agreement, dated as of
    November 8, 2004, by and among Las Vegas Sands, Inc.,
    Venetian Casino Resort, LLC, Interface Group Holding Company,
    Inc., Interface Group-Nevada, Inc., Interface Operations LLC,
    Lido Casino Resort MM, Inc., Grand Canal Shops Mall MM
    Subsidiary, Inc. and certain subsidiaries of Venetian Casino
    Resort, LLC named therein (incorporated by reference from
    Exhibit 10.52 to the Companys Amendment No. 2 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.18

Construction Agency Agreement, dated as of November 14,
    1997, by and between Venetian Casino Resort, LLC and Atlantic
    Pacific Las Vegas, LLC (incorporated by reference from
    Exhibit 10.21 to Amendment No. 2 to Las Vegas Sands,
    Inc.s Registration Statement on
    Form S-4
    (File
    No. 333-42147)
    dated March 27, 1998).10
.19

Sands Resort Hotel and Casino Agreement, dated as of
    February 18, 1997, by and between Clark County and Las
    Vegas Sands, Inc. (incorporated by reference from
    Exhibit 10.27 to Amendment No. 1 to Las Vegas Sands,
    Inc.s Registration Statement on
    Form S-4
    (File
    No. 333-42147)
    dated February 12, 1998).10
.20

Addendum to Sands Resort Hotel & Casino Agreement,
    dated as of September 16, 1997, by and between Clark County
    and Las Vegas Sands, Inc. (incorporated by reference from
    Exhibit 10.20 to the Companys Amendment No. 1 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 22, 2004).10
.21

Improvement Phasing Agreement by and between Clark County and
    Lido Casino Resort, LLC (incorporated by reference from
    Exhibit 10.21 to the Companys Amendment No. 1 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 22, 2004).10
.22

Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock
    Option Plan (the 1997 Stock Option Plan)
    (incorporated by reference from Exhibit 10.10 to Las Vegas
    Sands, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 and filed on
    August 14, 2002).10
.23

First Amendment to the 1997 Stock Option Plan, dated
    June 4, 2002 (incorporated by reference from
    Exhibit 10.11 to Las Vegas Sands, Inc.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2002 and filed on
    August 14, 2002).10
.24

Assumption Agreement, dated as of January 2, 2002, by
    Sheldon G. Adelson with respect to the 1997 Stock Option Plan
    (incorporated by reference from Exhibit 10.5 to Las Vegas
    Sands, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002 and filed on
    May 8, 2002).10
.25

Assumption Agreement, dated as of July 15, 2004, by Las
    Vegas Sands, Inc. with respect to the 1997 Stock Option Plan
    (incorporated by reference from Exhibit 10.25 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated September 3, 2004).10
.26

Assignment and Assumption Agreement, dated as of
    December 20, 2004, by and among Las Vegas Sands, Inc., Las
    Vegas Sands Corp. and Sheldon G. Adelson (incorporated by
    reference from Exhibit 10.27 to the Companys Current
    Report on
    Form 8-K
    filed on April 4, 2005).10
.27

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and William
    P. Weidner (incorporated by reference from Exhibit 10.27 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.28

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Bradley
    H. Stone (incorporated by reference from Exhibit 10.30 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.29

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Robert G.
    Goldstein (incorporated by reference from Exhibit 10.33 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004). 130




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##### Table of Contents



Exhibit No.

Description of Document10
.30

Employment Agreement, dated as of November 18, 2004, by and
    among Las Vegas Sands Corp., Las Vegas Sands, Inc. and Sheldon
    G. Adelson (incorporated by reference from Exhibit 10.36 to
    the Companys Amendment No. 2 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.31

Employment Agreement, dated as of June 1, 2006, among Las
    Vegas Sands Corp., Las Vegas Sands, LLC and Robert Rozek
    (incorporated by reference from Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and filed on
    August 9, 2006).10
.32

Concession Contract for Operating Casino Games of Chance or
    Games of Other Forms in the Macao Special Administrative Region,
    June 26, 2002, by and among the Macao Special
    Administrative Region and Galaxy Casino Company Limited
    (incorporated by reference from Exhibit 10.40 to Las Vegas
    Sands, Inc.s
    Form 10-K
    for the year ended December 31, 2002 and filed on
    March 31, 2003).10
.33

Land Concession Agreement, dated as of December 10, 2003,
    issued by the Macao Special Administrative Region to Venetian
    Macau Limited (incorporated by reference from Exhibit 10.39
    to the Companys Amendment No. 1 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.34

Land Concession Agreement, dated as of February 23, 2007,
    issued by the Macau Special Administrative Region to Venetian
    Cotai Limited and Venetian Macau Limited (incorporated by
    reference from Exhibit 10.3 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and filed on
    May 10, 2007).10
.35

Subconcession Contract for Operating Casino Games of Chance or
    Games of Other Forms in the Macao Special Administrative Region,
    dated December 19, 2002, between Galaxy Casino Company
    Limited, as concessionaire, and Venetian Macau S.A., as
    subconcessionaire (incorporated by reference from
    Exhibit 10.65 to the Companys Amendment No. 5 to
    Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated December 10, 2004).10
.36

Purchase and Sale Agreement, dated April 12, 2004, by and
    among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops
    Mall MM Subsidiary, Inc. and GGP Limited Partnership
    (incorporated by reference from Exhibit 10.1 to Las Vegas
    Sands, Inc.s
    Form 8-K
    Current Report on filed on April 16, 2004).10
.37

Agreement, made as of April 12, 2004, by and between Lido
    Casino Resort, LLC and GGP Limited Partnership (incorporated by
    reference from Exhibit 10.2 to Las Vegas Sands, Inc.s
    Current Report on
    Form 8-K
    filed on April 16, 2004).10
.38

Assignment and Assumption of Agreement and First Amendment to
    Agreement, dated September 30, 2004, made by Lido Casino
    Resort, LLC, as assignor, to Phase II Mall Holding, LLC, as
    assignee, and to GGP Limited Partnership, as buyer (incorporated
    by reference from Exhibit 10.60 to the Companys
    Amendment No. 1 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.39

Registration Rights Agreement, dated as of December 20,
    2004, by and among Las Vegas Sands Corp. and the stockholders
    named therein (incorporated by reference from Exhibit 10.39
    to the Companys Current Report on
    Form 8-K
    filed on April 4, 2005).10
.40

Form of Notice of Restricted Stock Award under the Las Vegas
    Sands Corp. 2004 Equity Award Plan (incorporated by reference
    from Exhibit 10.40 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005 and filed on
    March 2, 2006).10
.41

Las Vegas Sands Corp. 2004 Equity Award Plan (incorporated by
    reference from Exhibit 10.41 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005 and filed on
    May 16, 2005).10
.42

Las Vegas Sands Corp. Executive Cash Incentive Plan
    (incorporated by reference from Exhibit 10.42 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005 and filed on
    May 16, 2005).10
.43

Agreement, dated as of July 8, 2004, by and between Sheldon
    G. Adelson and Las Vegas Sands, Inc. (incorporated by reference
    from Exhibit 10.47 to the Companys Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated September 3, 2004). 131




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##### Table of Contents



Exhibit No.

Description of Document10
.44

Venetian Hotel Service Agreement, dated as of June 28,
    2001, by and between Venetian Casino Resort, LLC and Interface
    Group-Nevada, Inc. d/b/a Sands Expo and Convention Center
    (incorporated by reference from Exhibit 10.49 to the
    Companys Amendment No. 2 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.45

First Amendment to Venetian Hotel Service Agreement, dated as of
    June 28, 2004, by and between Venetian Casino Resort, LLC
    and Interface Group-Nevada, Inc. d/b/a Sands Expo and Convention
    Center (incorporated by reference from Exhibit 10.50 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated September 3, 2004).10
.46

Tax Indemnification Agreement, dated as of December 17,
    2004, by and among Las Vegas Sands Corp., Las Vegas Sands, Inc.
    and the stockholders named therein (incorporated by reference
    from Exhibit 10.56 to the Companys Current Report on
    Form 8-K
    filed on April 4, 2005).10
.47

Las Vegas Sands Corp. Deferred Compensation Plan (incorporated
    by reference from Exhibit 10.63 to the Companys
    Amendment No. 2 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated November 22, 2004).10
.48

Form of Restricted Stock Award Agreements under the 2004 Equity
    Award Plan (incorporated by reference from Exhibit 10.70 to
    the Companys Amendment No. 4 to Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated December 8, 2004).10
.49

Form of Stock Option Agreements under the 2004 Equity Award Plan
    (incorporated by reference from Exhibit 10.71 to the
    Companys Amendment No. 4 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated December 8, 2004).10
.50

Amended Aircraft Interchange Agreement, dated as of May 23,
    2007, by and between Interface Operations LLC and Las Vegas
    Sands Corp. (incorporated by reference from Exhibit 10.1 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.51

Aircraft Time Share Agreement, dated as of May 23, 2007, by
    and between Interface Operations LLC and Las Vegas Sands Corp.
    (incorporated by reference from Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 and filed on
    August 9, 2007).10
.52

Aircraft Time Sharing Agreement, dated as of January 1,
    2005, by and between Interface Operations LLC and Las Vegas
    Sands, Inc. (incorporated by reference from Exhibit 10.3 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005 and filed
    November 15, 2005).10
.53

Aircraft Time Sharing Agreement, dated as of June 18, 2004,
    by and between Interface Operations LLC and Las Vegas Sands,
    Inc. (incorporated by reference from Exhibit 10.48 to the
    Companys Amendment No. 1 to Registration Statement on
    Form S-1
    (Reg.
    No. 333-118827)
    dated October 25, 2004).10
.54

Form of Notice of Grant of Stock Option under the Las Vegas
    Sands Corp. 2004 Equity Award Plan (incorporated by reference
    from Exhibit 10.65 to the Companys Quarterly Report
    on
    Form 10-K
    for the year ended December 31, 2005 and filed on
    March 2, 2006).10
.55

Credit Agreement, dated as of May 25, 2006, by and among
    VML US Finance LLC, Venetian Macau Limited, the financial
    institutions listed therein as lenders, The Bank of Nova Scotia,
    Banco Nacional Ultramarino, S.A., Sumitomo Mitsui Banking
    Corporation, Goldman Sachs Credit Partners L.P., Lehman Brothers
    Inc. and Citigroup Global Markets, Inc. (incorporated by
    reference from Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and filed on
    August 9, 2006).10
.56

Disbursement Agreement, dated as of May 25, 2006, by and
    among VML US Finance LLC, Venetian Cotai Limited, Venetian Macau
    Limited and The Bank of Nova Scotia (incorporated by reference
    from Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and filed on
    August 9, 2006).10
.57

First Amendment to Credit Agreement and Disbursement Agreement,
    dated as of March 5, 2007, among Venetian Macau Limited,
    VML US Finance LC, Venetian Cotai Limited and The Bank of Nova
    Scotia, as administrative agent and disbursement agent
    (incorporated by reference from Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and filed on
    May 10, 2007). 132




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##### Table of Contents



Exhibit No.

Description of Document10
.58

First Amendment to Disbursement Agreement, dated as of
    March 5, 2007, among VML US Finance LLC, Venetian Cotai
    Limited, Venetian Macau Limited and The Bank of Nova Scotia, as
    disbursement agent and bank agent. (incorporated by reference
    from Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007 and filed on
    May 10, 2007).10
.59*

Facility Agreement, dated as of December 28, 2007, among
    Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs Foreign
    Exchange (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited,
    Oversea-Chinese Banking Corporation Limited, as coordinators,
    and DBS Bank Ltd., as technical bank, agent and security trustee.10
.60*

Sponsor Support Agreement, dated as of December 28, 2007,
    among Las Vegas Sands Corp., as sponsor, Sands Mauritius
    Holdings and MBS Holdings Pte. Ltd., as holding company, Marina
    Bay Sands Pte. Ltd., as borrower and DBS Bank Ltd., as security
    trustee.10
.61

Development Agreement, dated August 23, 2006, between the
    Singapore Tourism Board and Marina Bay Sands Pte. Ltd.
    (incorporated by reference from Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).10
.62

Third Amended and Restated Reciprocal Easement, Use and
    Operating Agreement, dated as of July 26, 2006, by and
    among Venetian Casino Resort, LLC, Lido Casino Resort, LLC,
    Phase II Mall Subsidiary, LLC, Grand Canal Shops II, LLC,
    and Interface Group-Nevada, Inc. (incorporated by reference from
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).10
.63

Form of Restricted Stock Award Agreement (incorporated by
    reference from Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on February 9, 2007).10
.64

First Amendment, dated as of February 5, 2007, to the Las
    Vegas Sands Corp. 2004 Equity Award Plan (incorporated by
    reference from Exhibit 10.76 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2006 and filed on
    February 28, 2007).10
.65

Facility Agreement, dated as of August 18, 2006, among
    Marina Bay Sands Pte. Ltd., as borrower, Goldman Sachs
    (Singapore) Pte., DBS Bank Ltd., UOB Asia Limited and
    Oversea  Chinese Banking Corporation Limited, as
    mandated lead arrangers, Goldman Sachs (Singapore) Pte. and DBS
    Bank Ltd., as coordinators, DBS Bank Ltd., as agent and security
    trustee, and the financial institutions listed therein as
    original lenders (incorporated by reference from
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).10
.66

Purchase Agreement, dated as of August 18, 2006, among
    Marina Bay Sands Pte. Ltd., as issuer, the purchasers named
    therein, Las Vegas Sands Corp., as guarantor, and Goldman Sachs
    (Singapore) Pte. and DBS Bank Ltd., as lead managers
    (incorporated by reference from Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and filed on
    November 9, 2006).21
.1*

Subsidiaries of Las Vegas Sands Corp.23
.1*

Consent of PricewaterhouseCoopers LLP.31
.1*

Certification of the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of the Chief 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 Chief 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.     *
    Filed herewith.
    Confidential treatment has been requested and granted with
    respect to portions of this exhibit, and such confidential
    portions have been deleted and replaced with ** and
    filed separately with the Securities and Exchange Commission
    pursuant to Rule 406 under the Securities Act of 1933. 133