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UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2008oro

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
  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 2009 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


22ITEM 1B



UNRESOLVED STAFF COMMENTS


38ITEM 2



PROPERTIES


38ITEM 3



LEGAL PROCEEDINGS


39ITEM 4



SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


42PART II


43ITEM 5



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


43ITEM 6



SELECTED FINANCIAL DATA


45ITEM 7



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


46ITEM 7A



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


69ITEM 8



FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


71ITEM 9



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


132ITEM 9A



CONTROLS AND PROCEDURES


132ITEM 9B



OTHER INFORMATION


133PART III


133ITEM 10



DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


133ITEM 11



EXECUTIVE COMPENSATION


133ITEM 12



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


133ITEM 13



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


133ITEM 14



PRINCIPAL ACCOUNTANT FEES AND SERVICES


133PART IV


134ITEM 15



EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


134EX-10.29EX-10.31EX-10.33EX-10.35EX-10.36EX-10.37EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   ii




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




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




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on-site
  tm
  Development
    Projects
    United
    States Development Projects
  Sands
    Bethlehem
   3




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124-acre
  St.
    Regis Residences
    Macao
    Development Projects
    
    Parcels 5 and 6 were intended to include multi-hotel complexes
    with a total of approximately 6,400 luxury and mid-scale hotel
    rooms, a casino, a 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 (Shangri-La) to
    manage two hotels under its Shangri-La and Traders brands,
    and Starwood Hotels & Resorts Worldwide
    (Starwood) to manage hotels under its Sheraton brand
    and a hotel and serviced luxury apartment hotel under its St.
    Regis brand. Under our revised development plan, we will
    sequence the construction of the project due to difficulties in
    the capital markets and the overall decline in general economic
    conditions. Phase I of the project includes the
    Shangri-La and Traders tower and the first Sheraton tower,
    along with the podium that encompasses the casino, associated
    public areas, portions of the shopping mall and approximately
    100,000 square feet of meeting space. We have suspended
    construction of phase I while we pursue project-level financing;
    however, there can be no assurance that such financing will be
    obtained. If and when financing has been obtained, we expect it
    will take approximately twelve months to 4




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complete construction of phase I. Construction of phase II
    of the project, which includes the second Sheraton tower and the
    St. Regis hotel and serviced luxury apartment hotel, has been
    suspended until conditions in the capital markets and general
    economic conditions improve. As of December 31, 2008, we
    have capitalized construction costs of $1.65 billion for
    this project (including $152.6 million of outstanding
    construction payables). We expect to spend approximately
    $540 million on additional costs to prepare the site for
    delay and to pay outstanding construction payables. The impact
    of the revised development plan on the estimated overall cost of
    the project is currently not determinable. Our management
    agreements with Shangri-La and Starwood impose certain
    construction deadlines and opening obligations on us, and the
    delays described above create a significant risk that we may not
    be able to meet these deadlines and obligations. See
    Item 1A  Risk Factors  Risks
    Associated with Our International Operations  Our
    revised development plan may give certain of our hotel managers
    for our Cotai Strip developments the right to terminate their
    agreements with us.  
    Parcels 7 and 8 were intended to include multi-hotel complexes
    with luxury and mid-scale hotel rooms, a casino, a shopping mall
    and serviced luxury apartment hotel units. 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 hotel units on parcel 7, and Fairmont
    Raffles Holdings to manage Fairmont and Raffles brand hotels and
    serviced luxury apartment hotel units on parcel 8. We had
    commenced pre-construction and have capitalized construction
    costs of $119.3 million as of December 31, 2008. We
    intend to commence construction after necessary government
    approvals are obtained, regional and global economic conditions
    improve, future demand warrants it and additional financing is
    obtained.
    For parcel 3, we have signed a non-binding memorandum of
    agreement with an independent developer. 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 serviced luxury apartment hotel units
    under the Intercontinental brand, on this site. In total, the
    multi-hotel complex was intended to include a casino, a shopping
    mall and the serviced luxury apartment hotels units. We had
    commenced pre-construction and have capitalized construction
    costs of $35.6 million as of December 31, 2008. We
    intend to commence construction after necessary government
    approvals are obtained, regional and global economic conditions
    improve, future demand warrants it and additional financing is
    obtained.       5




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Singapore
    Development Project
    Hengqin
    Island Development Project
    Other
    Development Projects
   6




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The Las
    Vegas Market
          The Macao
    Market
  Macao
    as a Gaming and Resort Destination
     7




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Proximity
    to Major Asian Cities
  three-hour five-hour
    tm
    Competition
    in Macao
   8




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Advertising
    and Marketing
    Regulation
    and Licensing
  State
    of Nevada
   9




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
    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.             10




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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.      
    allow that person to exercise, directly or indirectly, any
    voting right conferred through securities held by that person; 11




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
    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 including, if
    necessary, the purchase 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; or
    pays the unsuitable person remuneration in any form.          
    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. 12




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
    a percentage of the gross revenues received;
    the number of gaming devices operated; or
    the number of table games operated.        Commonwealth
    of Pennsylvania
     13




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Macao
    Concession and Our Subconcession
       14




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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.       15




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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.    
    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; 16




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
    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.               17




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Development
    Agreement with Singapore Tourism Board
  60-year and/or
         18




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Employees
     19




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Intellectual
    Property
  and/or
  Agreements
    Relating to the Malls
  The
    Grand Canal Shoppes
    
    continue to be obligated to fulfill certain lease termination
    and asset purchase agreements;
    lease the portion of the Blue Man Group theater space located
    within The Grand Canal Shoppes 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 Shoppes from GGP (and by amendment the
    extension of the canal space extended into The Shoppes at The
    Palazzo) 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 approximately
    $0.9 million. 20




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The
    Shoppes at The Palazzo
  12-month 30-month
    Cooperation
    Agreement
    Operating Covenants.
 21




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Maintenance and Repair.
  Insurance.
  Parking. and/or
  Utility Easement.
  Consents, Approvals and Disputes.
  Sale of The Grand Canal Shoppes or The Shoppes at The Palazzo
    by GGP.
  ITEM 1A. 
    RISK
    FACTORS  Form 10-K
 22




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Risks
    Related to Our Business
  Recent
    disruptions in the financial markets could adversely affect our
    ability to raise additional financing. If we are unable to raise
    additional capital in the near term, we would need to consider
    suspending additional portions, if not all, of our remaining
    global development projects. Should general economic conditions
    not improve, if we are unable to obtain sufficient funding such
    that completion of our suspended projects is not probable, or
    should management decide to abandon certain projects, all or a
    portion of our investment to date on our suspended projects
    could be lost.
      Our
    business is particularly sensitive to reductions in
    discretionary consumer spending as a result of downturns in the
    economy.
       23




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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
        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.
     24




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
    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 will 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;
    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 as a significant portion of our debt is and
    will continue to be at variable rates of interest.    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; 25




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
    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.
           26




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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 or if our senior managers cannot
    work together effectively, 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
  We are
    a parent company and our primary source of cash is and will be
    distributions from our subsidiaries.
   27




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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.
    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.
           28




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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 including, if
    necessary, purchasing them for cash at fair market value.   29




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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 the
    operating results of The Shoppes at The Palazzo continue to be
    less than we initially expected, if GGP (or any future owner of
    The Shoppes at The Palazzo or The Grand Canal Shoppes) breaches
    any of its material agreements with us, or if we are unable to
    maintain an acceptable working relationship with GGP (or any
    future owner), there could be a material adverse effect on our
    financial condition, results of operations or cash
    flows.
    
    GGP remains obligated to make payments to us in connection with
    their purchase of The Shoppes at The Palazzo, which payments are
    based on projected and, ultimately, actual net operating income
    for The Shoppes at The Palazzo; and
    GGP has agreed to operate The Grand Canal Shoppes and The
    Shoppes at The Palazzo subject to, and in accordance with, the
    cooperation agreement.     30




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
    if the remaining unleased space at The Shoppes at The Palazzo
    are not rented, 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 empty
    space within The Shoppes at The Palazzo; and
    the cooperation agreement that governs the relationships between
    The Shoppes at The Palazzo and The Palazzo and The Grand Canal
    Shoppes and The Venetian Las Vegas 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.    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.
   31




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We are
    constructing our remaining Cotai Strip projects 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
  We are
    required to build and open our developments on parcel 3 of the
    Cotai Strip by August 2011. Unless we meet this deadline or
    obtain an extension, we may lose our right to continue to
    operate The Venetian Macao, Four Seasons Macao and any other
    facilities developed under the land concession.
   32




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Our
    revised development plan may give certain of our hotel managers
    for our Cotai Strip developments the right to terminate their
    agreements with us.
    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.
   33




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The
    number of visitors to Macao, particularly visitors from mainland
    China, may decline or travel to Macao may be
    disrupted.
        Our
    Macao operations face intense competition, which could have a
    material adverse effect on our financial condition, results of
    operations or cash flows.
    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.
   34




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We are
    dependent upon gaming junket operators for a significant portion
    of our gaming revenues in Macao.
      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.
   35




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
    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.      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.
   36




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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.
    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 2013.
    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.
     37




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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.
    ITEM 1B. 
    UNRESOLVED
    STAFF COMMENTS    ITEM 2. 
    PROPERTIES  63-acre 19-acre 63-acre
  six-acre
  and/or
   38




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60-year
  124-acre
    ITEM 3. 
    LEGAL
    PROCEEDINGS    The
    Palazzo Construction Litigation
   39




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Litigation
    Relating to Macao Operations
  and/or
  (a/k/a
 40




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Stockholder
    Derivative Litigation
     41




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China
    Matters
    ITEM 4. 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS       42




---



##### Table of Contents



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


Low2007First Quarter

$
109.45


$
81.00Second Quarter

$
91.93


$
71.24Third Quarter

$
142.75


$
75.56Fourth Quarter

$
148.76


$
102.502008First Quarter

$
105.38


$
70.00Second Quarter

$
83.13


$
45.30Third Quarter

$
59.17


$
30.56Fourth Quarter

$
37.00


$
2.892009First Quarter (through February 19, 2009)

$
9.15


$
2.74     Dividends
          Recent
    Sales of Unregistered Securities
  Form 10-Q Form 8-K.
 43




---



##### Table of Contents



Performance
    Graph
    
 Cumulative Total Return12/15/04


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08Las Vegas Sands Corp.

$
100.00


$
103.09


$
84.77


$
192.18


$
221.33


$
12.74S&P 500

$
100.00


$
103.40


$
108.48


$
125.62


$
132.52


$
83.49Dow Jones US Gambling Index

$
100.00


$
106.32


$
107.76


$
157.03


$
180.27


$
48.48Peer Group

$
100.00


$
104.38


$
102.83


$
148.30


$
193.98


$
53.11    44




---



##### Table of Contents



ITEM 6. 
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Year Ended December 31,2008(1)


2007(2)


2006


2005


2004(3)(In thousands, except per share data)STATEMENT OF OPERATIONS DATAGross revenues

$
4,735,126


$
3,104,422


$
2,340,178


$
1,824,225


$
1,258,570Promotional allowances


(345,180
)


(153,855
)


(103,319
)


(83,313
)


(61,514
)Net revenues


4,389,946



2,950,567



2,236,859



1,740,912



1,197,056Operating expenses


4,226,283



2,620,557



1,662,762



1,251,461



578,588Operating income


163,663



330,010



574,097



489,451



618,468Interest expense, net


(402,039
)


(172,344
)


(69,662
)


(63,181
)


(130,337
)Other income (expense)


19,492



(8,682
)


(189
)


(1,334
)


(131
)Loss on early retirement of debt


(9,141
)


(10,705
)






(137,000
)


(6,553
)Income (loss) before income taxes and noncontrolling interest


(228,025
)


138,279



504,246



287,936



481,447Benefit (provision) for income taxes


59,700



(21,591
)


(62,243
)


(4,250
)


13,736Noncontrolling interest


4,767















Net income (loss)


(163,558
)


116,688



442,003



283,686



495,183Accumulated but undeclared dividend requirement on preferred
    stock


(6,784
)














Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family


(6,854
)














Accretion to redemption value of preferred stock issued to
    Principal Stockholders family


(11,568
)














Net income (loss) attributable to common stockholders

$
(188,764
)

$
116,688


$
442,003


$
283,686


$
495,183Per share dataBasic earnings (loss) per share

$
(0.48
)

$
0.33


$
1.25


$
0.80


$
1.52Diluted earnings (loss) per share

$
(0.48
)

$
0.33


$
1.24


$
0.80


$
1.52Dividends declared per share

$



$



$



$



$
0.44OTHER DATACapital expenditures

$
3,789,008


$
3,793,703


$
1,925,291


$
860,621


$
465,748   At December 31,2008


2007


2006


2005


2004(In thousands)BALANCE SHEET DATATotal assets

$
17,144,113


$
11,466,517


$
7,126,458


$
3,879,739


$
3,601,478Long-term debt

$
10,356,115


$
7,517,997


$
4,136,152


$
1,625,901


$
1,485,064Stockholders equity

$
4,422,108


$
2,260,274


$
2,075,154


$
1,609,538


$
1,316,001     (1)
    
    The Four Seasons Macao opened on August 28, 2008.(2)
    
    The Venetian Macao opened on August 28, 2007, and The
    Palazzo partially opened on December 30, 2007.(3)
    
    The Sands Macao opened on May 18, 2004. 45




---



##### Table of Contents



ITEM 7. 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Operations
      Development
    Projects
    United
    States Development Projects
  124-acre
 46




---



##### Table of Contents



Macao
    Development Projects
      Singapore
    Development Project
    Other
    Development Projects
    Management
    Developments
   47




---



##### Table of Contents



Summary
    Financial Results
    Year Ended December 31,Percent





Percent2008


Change


2007


Change


2006(In thousands)Net revenues

$
4,389,946



48.8
%

$
2,950,567



31.9
%

$
2,236,859Operating expenses


4,226,283



61.3
%


2,620,557



57.6
%


1,662,762Operating income


163,663



(50.4
)%


330,010



(42.5
)%


574,097Income (loss) before income taxes and noncontrolling interest


(228,025
)


(264.9
)%


138,279



(72.6
)%


504,246Net income (loss)


(163,558
)


(240.2
)%


116,688



(73.6
)%


442,003   Percent of Net RevenuesYear Ended December 31,2008


2007


2006Operating expenses


96.3
%


88.8
%


74.3
%Operating income


3.7
%


11.2
%


25.7
%Income (loss) before income taxes and noncontrolling interest


(5.2
)%


4.7
%


22.5
%Net income (loss)


(3.7
)%


4.0
%


19.8
%     Key
    Operating Revenue Measurements
      Casino revenue measurements for Las
    Vegas:
  Casino revenue measurements for Macao:
   48




---



##### Table of Contents



Hotel revenue measurements:
  Year
    Ended December 31, 2008 compared to the Year Ended
    December 31, 2007
  Operating
    Revenues
    Year Ended December 31,2008


2007


Percent Change(In thousands)Casino

$
3,192,099


$
2,250,421



41.8
%Rooms


767,129



437,357



75.4
%Food and beverage


369,062



238,252



54.9
%Convention, retail and other


406,836



178,392



128.1
%4,735,126



3,104,422



52.5
%Less  promotional allowances


(345,180
)


(153,855
)


124.4
%Total net revenues

$
4,389,946


$
2,950,567



48.8
%    49




---



##### Table of Contents



Year Ended December 31,2008


2007


Change(In thousands)Sands MacaoTotal casino revenues

$
1,013,063


$
1,296,869



(21.9
)%Non-Rolling Chip table games drop

$
2,626,877


$
3,525,609



(25.5
)%Non-Rolling Chip table games win percentage


18.9
%


18.7
%


0.2
ptsRolling Chip volume

$
25,182,225


$
26,325,271



(4.3
)%Rolling Chip win percentage


2.64
%


2.97
%


(0.33
) ptsSlot handle

$
1,039,430


$
1,181,050



(12.0
)%Slot hold percentage


7.8
%


6.9
%


0.9
ptsThe Venetian MacaoTotal casino revenues

$
1,610,505


$
549,298



193.2
%Non-Rolling Chip table games drop

$
3,530,065


$
1,115,812



216.4
%Non-Rolling Chip table games win percentage


19.9
%


17.3
%


2.6
ptsRolling Chip volume

$
36,893,831


$
17,071,475



116.1
%Rolling Chip win percentage


2.97
%


2.64
%


0.33
ptsSlot handle

$
1,941,895


$
490,068



296.2
%Slot hold percentage


8.0
%


7.9
%


0.1
ptsFour Seasons MacaoTotal casino revenues

$
46,094


$





%Non-Rolling Chip table games drop

$
99,849


$





%Non-Rolling Chip table games win percentage


21.1
%



%



ptsRolling Chip volume

$
630,088


$





%Rolling Chip win percentage


4.45
%



%



ptsSlot handle

$
38,238


$





%Slot hold percentage


5.6
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
522,437


$
404,254



29.2
%Table games drop

$
1,846,394


$
1,359,004



35.9
%Table games win percentage


19.8
%


22.1
%


(2.3
) ptsSlot handle

$
3,666,072


$
2,489,329



47.3
%Slot hold percentage


5.7
%


6.0
%


(0.3
) pts      50




---



##### Table of Contents



Period Ended December 31,2008


2007


Change(Room revenues in thousands)The Venetian MacaoTotal room revenues

$
200,594


$
63,378



216.5
%Average daily room rate

$
226


$
221



2.3
%Occupancy rate


85.3
%


85.7
%


(0.4
) ptsRevenue per available room

$
193


$
190



1.6
%Four Seasons MacaoTotal room revenues

$
3,664


$





%Average daily room rate

$
344


$





%Occupancy rate


32.0
%



%



ptsRevenue per available room

$
110


$





%Las Vegas Operating PropertiesTotal room revenues

$
535,797


$
362,404



47.8
%Average daily room rate

$
232


$
258



(10.1
)%Occupancy rate


91.3
%


98.4
%


(7.1
) ptsRevenue per available room

$
212


$
254



(16.5
)%      51




---



##### Table of Contents



Operating
    Expenses
    Year Ended December 31,2008


2007


Percent Change(In thousands)Casino

$
2,214,235


$
1,435,662



54.2
%Rooms


154,615



94,219



64.1
%Food and beverage


186,551



118,273



57.7
%Convention, retail and other


213,351



97,689



118.4
%Provision for doubtful accounts


41,865



26,369



58.8
%General and administrative


550,529



319,357



72.4
%Corporate expense


104,355



94,514



10.4
%Rental expense


33,540



31,787



5.5
%Pre-opening expense


162,322



189,280



(14.2
)%Development expense


12,789



9,728



31.5
%Depreciation and amortization


506,986



202,557



150.3
%Impairment loss


37,568








%Loss on disposal of assets


7,577



1,122



575.3
%Total operating expenses

$
4,226,283


$
2,620,557



61.3
%            52




---



##### Table of Contents



Adjusted
    EBITDAR
    Year Ended December 31,2008


2007


Percent Change(In thousands)Las Vegas Operating Properties

$
392,139


$
361,076



8.6
%Macao:Sands Macao


214,573



373,507



(42.6
)%The Venetian Macao


499,025



144,417



245.5
%Four Seasons Macao


7,567








%Other Asia


(49,465
)


(4,250
)


(1,063.9
)%Total Adjusted EBITDAR

$
1,063,839


$
874,750



21.6
%      53




---



##### Table of Contents



Interest
    Expense
    Year Ended December 31,2008


2007(In thousands)Interest cost (which includes the amortization of deferred
    financing costs and original issue discounts)

$
553,040


$
468,056Less  capitalized interest


(131,215
)


(223,248
)Interest expense, net

$
421,825


$
244,808Cash paid for interest

$
516,912


$
438,301Average total debt balance

$
9,081,135


$
6,148,835Weighted average interest rate


6.1
%


7.6
%     Other
    Factors Effecting Earnings
         54




---



##### Table of Contents



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)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
%       Year Ended December 31,2007


2006


Change(In thousands)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 Venetian Las VegasTotal 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  55




---



##### Table of Contents



Period Ended December 31,2007


2006


Change(Room revenues in thousands)The Venetian MacaoTotal room revenues

$
63,378


$





%Average daily room rate

$
221


$





%Occupancy rate


85.7
%



%



ptsRevenue per available room

$
190


$





%The Venetian Las VegasTotal room revenues

$
362,404


$
343,995



5.4
%Average daily room rate

$
258


$
239



7.9
%Occupancy rate


98.4
%


98.7
%


(0.3
) ptsRevenue per available room

$
254


$
236



7.6
%      56




---



##### Table of Contents



Operating
    Expenses
    Year Ended December 31,2007


2006


Percent Change(In thousands)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
%              57




---



##### Table of Contents



Adjusted
    EBITDAR
    Year Ended December 31,Percent2007


2006


Change(In thousands)Las Vegas Operating Properties

$
361,076


$
373,460



(3.3
)%Macao:Sands Macao


373,507



457,998



(18.4
)%The Venetian Macao


144,417








%Other Asia


(4,250
)







%Total Adjusted EBITDAR

$
874,750


$
831,458



5.2
%      58




---



##### Table of Contents



Interest
    Expense
    Year Ended December 31,2007


2006(In thousands)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


7.6
%


7.9
%     Other
    Factors Effecting Earnings
         59




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Year Ended December 31,2008


2007


2006(In thousands)Net cash provided by (used in) operations

$
127,786


$
365,457


$
(196,720
)Investing cash flows:Capital expenditures


(3,789,008
)


(3,793,703
)


(1,925,291
)Change in restricted cash


218,044



556,276



(310,565
)Acquisition of gaming license included in other assets






(50,000
)


Net cash used in investing activities


(3,570,964
)


(3,287,427
)


(2,235,856
)Financing cash flows:Proceeds from exercise of stock options


6,834



30,221



7,226Proceeds from common stock issued, net of transaction costs


1,053,695







Proceeds from preferred stock and warrants issued to Principal
    Stockholders family, net of transaction costs


523,720







Proceeds from preferred stock and warrants issued, net of
    transaction costs


503,625







Proceeds from convertible senior notes from Principal
    Stockholders family


475,000







Proceeds from long term-debt


4,616,201



5,135,076



2,619,995Repayments of long-term debt


(1,725,908
)


(1,775,801
)


(132,746
)Proceeds from the sale of The Shoppes at The Palazzo


243,928







Other


(91,856
)


(66,631
)


(51,493
)Net cash provided by financing activities


5,605,239



3,322,865



2,442,982Effect of exchange rate on cash


18,952



(11,811
)


814Net increase in cash and cash equivalents

$
2,181,013


$
389,084


$
11,220   Cash
    Flows  Operating Activities
   60




---



##### Table of Contents



Cash
    Flows  Investing Activities
      Cash
    Flows  Financing Activities
    Development
    Financing Strategy
       61




---



##### Table of Contents



true-up
  true-up)); and/or
 62




---



##### Table of Contents



Aggregate
    Indebtedness and Other Known Contractual Obligations
    Payments Due by Period Ending December 31,
    2008(12)Less than








More than1 Year


2-3 Years


4-5 Years


5 Years


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

$
30,000


$
60,000


$
60,000


$
2,805,000


$
2,955,000Senior Secured Credit Facility  Delayed Draw I


6,000



12,000



12,000



567,000



597,000Senior Secured Credit Facility  Delayed Draw II


4,000



8,000



388,000







400,000Senior Secured Credit Facility  Revolving










775,860







775,8606.375% Senior Notes














250,000



250,000FF&E Financing


25,050



116,900











141,950Airplane Financings


3,687



7,375



7,375



67,360



85,797Other U.S.


1,779



3,986











5,765Macao Credit Facility  Term B and Local Term


26,000



124,089



1,750,500







1,900,589Macao Credit Facility  Term B Delayed


5,250



352,625



342,125







700,000Macao Credit Facility  Revolving






695,299











695,299Ferry Financing


12,857



51,427



51,426



102,854



218,564Other Macao






11,054











11,054Singapore Permanent Facility






347,506



695,013



692,733



1,735,252Fixed Interest Payments


15,937



31,875



31,875



18,594



98,281Variable Interest
    Payments(2)


348,333



658,632



414,534



80,206



1,501,705Contractual ObligationsHVAC Provider Fixed
    Payments(3)


3,413















3,413Former
    Tenants(4)


650



1,300



1,227



6,800



9,977Employment
    Agreements(5)


6,865



6,153



1,125







14,143Macao Leasehold Interests in
    Land(6)


45,088



21,567



6,346



57,357



130,358Mall
    Leases(7)


8,608



17,601



17,694



125,547



169,450Macao Annual
    Premium(8)


33,078



66,156



66,156



281,162



446,552Ferries Purchase
    Commitment(9)


10,822















10,822Parking Lot
    Lease(10)


1,200



2,400



2,400



108,300



114,300Other Operating
    Leases(11)


7,229



7,152



3,626







18,007Total

$
595,846


$
2,603,097


$
4,627,282


$
5,162,913


$
12,989,138     (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, 2008, London Inter-Bank Offer Rate
    (LIBOR) rate of 1.4%, Hong Kong Inter-Bank Offer
    Rate (HIBOR) rate of 0.3% and Singapore Swap Offer
    rate of 1.5% plus the applicable interest rate spread in
    accordance with the respective debt agreements. 63




---



##### Table of Contents



(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 sales of The Grand Canal Shoppes and The
    Shoppes at The Palazzo, GGP assumed the responsibility for
    $1.6 million and $1.2 million, respectively, of annual
    payments to this HVAC provider. Subsequent to year-end, we
    agreed in principal with the HVAC provider to an extension of
    the HVAC agreement for an additional ten-year term.(4)
    
    We are party to tenant lease termination and asset purchase
    agreements. Under the agreement for The Grand Canal Shoppes
    sale, we are obligated to fulfill the lease termination and
    asset purchase agreements.(5)
    
    We are party to employment agreements with seven of our
    corporate senior executives, with remaining terms of one to four
    years.(6)
    
    We are party to long-term land leases of 25 years with
    automatic extensions at our option of 10 years thereafter
    in accordance with Macao law.(7)
    
    We are party to certain leaseback agreements for the Blue Man
    Group Theater, gondola and certain office and retail space
    related to the sales of The Grand Canal Shoppes and The Shoppes
    at the Palazzo.(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 premium with a fixed
    portion and a variable portion, which is based on the number and
    type of gaming tables and gaming machines we operate. Based on
    the gaming tables and gaming machines in operation as of
    December 31, 2008, the annual premium is approximately
    $33.1 million payable to the Macao government through the
    termination of the gaming subconcession in June 2022.(9)
    
    In January 2008, we entered into agreements to purchase four
    ferries (in addition to the ten previously purchased) at an
    aggregate cost of approximately $72.0 million to be built
    for our Macao operations.(10)
    
    We are party to a long-term lease agreement of 99 years for
    a parking structure located adjacent to The Venetian Las Vegas.(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, 2008, had a
    $33.0 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
   64




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##### Table of Contents



Special
    Note Regarding Forward-Looking Statements
    
    our substantial leverage, debt service and debt covenant
    compliance (including sensitivity to fluctuations in interest
    rates and other capital markets trends);
    recent disruptions in the global financing markets and our
    ability to obtain sufficient funding for our current and future
    developments, including our Cotai Strip, Pennsylvania, Singapore
    and Las Vegas developments;
    general economic and business conditions which may impact levels
    of disposable income, consumer spending, pricing of hotel rooms
    and retail and mall sales;
    the impact of the suspensions of certain of our development
    projects and our ability to meet certain development deadlines,
    including Macao and Singapore;
    the uncertainty of tourist behavior related to spending and
    vacationing at casino-resorts in Las Vegas, Macao and Singapore;
    visa restrictions limiting the number of visits and the length
    of stay for visitors from mainland China to our Macao properties;
    our dependence upon properties in Las Vegas and Macao for all of
    our cash flow;
    our relationship with GGP or any successor owner of The Shoppes
    at The Palazzo and The Grand Canal Shoppes, and the ability of
    GGP to perform under the Phase II Mall purchase and sale
    agreement, as amended;
    new developments, construction and ventures, including our Cotai
    Strip developments, Marina Bay Sands, Sands Bethlehem and the
    St. Regis Residences;
    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 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;
    disruptions or reductions in travel due to conflicts in Iraq and
    any future terrorist incidents;
    outbreaks of infectious diseases, such as severe acute
    respiratory syndrome or avian flu, in our market areas;
    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 and Macao as convention and trade
    show destinations; 65




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##### Table of Contents




    new taxes or changes to existing tax rates;
    our ability to maintain our Macao gaming subconcession and
    Singapore gaming concession;
    the completion of infrastructure projects in Macao and Singapore;
    increased competition and other planned construction projects in
    Macao and Singapore; and
    the outcome of any ongoing and future litigation.    Critical
    Accounting Policies and Estimates
    Allowance
    for Doubtful Casino Accounts
    Self-Insurance
    Accruals
   66




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##### Table of Contents



Litigation
    Accrual
    Property
    and Equipment
        Capitalized
    Interest
    Leasehold
    Interests in Land
    Indefinite
    Useful Life Assets
   67




---



##### Table of Contents



Stock-Based
    Compensation
    Income
    Taxes
       68




---



##### Table of Contents



Recent
    Accounting Pronouncements
   ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Fair2009


2010


2011


2012


2013


Thereafter


Total


Value(1)(In millions)LIABILITIESLong term debtFixed rate

$



$



$



$



$



$
250.0


$
250.0


$
137.6Average interest
    rate(2)



%



%



%



%



%


6.4
%


6.4
%


19.1
%Variable rate

$
114.6


$
197.6


$
1,592.7


$
2,414.6


$
1,667.7


$
4,234.9


$
10,222.1


$
6,173.8Average interest
    rate(2)


3.1
%


3.0
%


3.6
%


3.4
%


3.5
%


3.2
%


3.4
%


3.4
%ASSETSCap
    Agreements(3)

$



$



$
3.7


$



$



$



$
3.7


$
3.7     (1)
    
    The estimated fair values are based on quoted market prices, if
    available, or by pricing models based on the value of related
    cash flows discounted at current market interest rates.(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, 2008, an assumed
    100 basis point change in LIBOR, HIBOR and Singapore Swap
    Offer rates would cause our annual interest cost to change
    approximately $102.8 million.(3)
    
    As of December 31, 2008, we have fourteen interest rate cap
    agreements with an aggregate fair value of $3.7 million
    based on quoted market values from the institutions holding the
    agreements.   69




---



##### Table of Contents



70




---



##### 



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


72Consolidated Balance Sheets at December 31,
    2008 and 2007


73Consolidated Statements of Operations for each of
    the three years in the period ended December 31, 2008


74Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss) for each of the three
    years in the period ended December 31, 2008


75Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2008


76Notes to Consolidated Financial Statements


77Financial Statement Schedule:Schedule II  Valuation and
    Qualifying Accounts


131     71




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control 
    Integrated Framework
        
    72




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Balance Sheets
  December 31,2008


2007(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
3,038,163


$
857,150Restricted cash


194,816



232,944Accounts receivable, net


384,819



187,195Inventories


28,837



19,902Deferred income taxes


22,971



32,471Prepaid expenses and other


71,670



49,424Total current assets


3,741,276



1,379,086Property and equipment, net


11,868,228



8,574,614Deferred financing costs, net


158,776



107,338Restricted cash






178,824Deferred income taxes


44,189



Leasehold interests in land, net


1,099,938



1,069,609Other assets, net


231,706



157,046Total assets

$
17,144,113


$
11,466,517LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
71,035


$
99,023Construction payables


736,713



717,541Accrued interest payable


14,750



11,465Other accrued liabilities


593,295



610,911Current maturities of long-term debt


114,623



54,333Total current liabilities


1,530,416



1,493,273Other long-term liabilities


64,750



28,674Deferred income taxes






1,553Deferred proceeds from sale of The Shoppes at The Palazzo


243,928



Deferred gain on sale of The Grand Canal Shoppes


57,736



61,200Deferred rent from mall transactions


150,771



103,546Long-term debt


10,356,115



7,517,997Total liabilities


12,403,716



9,206,243Preferred stock, $0.001 par value, issued to Principal
    Stockholders family, 5,250,000 and no shares issued and
    outstanding, after allocation of fair value of attached
    warrants, aggregate redemption/liquidation value of $577,500,000
    (Note 9)


318,289



Commitments and contingencies (Note 13)Stockholders equity:Preferred stock, $0.001 par value, 50,000,000 shares
    authorized, 5,196,300 and no shares issued and outstanding with
    warrants to purchase up to 86,605,173 and no shares of common
    stock


298,066



Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 641,839,018 and 355,271,070 shares issued and
    outstanding


642



355Capital in excess of par value


3,090,292



1,064,878Accumulated other comprehensive income (loss)


17,554



(2,493
)Retained earnings


1,015,554



1,197,534Total stockholders equity


4,422,108



2,260,274Total liabilities and stockholders equity

$
17,144,113


$
11,466,517    73




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Statements of Operations
  Year Ended December 31,2008


2007


2006(In thousands, except share and per share data)Revenues:Casino

$
3,192,099


$
2,250,421


$
1,676,061Rooms


767,129



437,357



350,606Food and beverage


369,062



238,252



187,819Convention, retail and other


406,836



178,392



125,6924,735,126



3,104,422



2,340,178Less  promotional allowances


(345,180
)


(153,855
)


(103,319
)Net revenues


4,389,946



2,950,567



2,236,859Operating expenses:Casino


2,214,235



1,435,662



925,033Rooms


154,615



94,219



85,651Food and beverage


186,551



118,273



89,113Convention, retail and other


213,351



97,689



64,315Provision for doubtful accounts


41,865



26,369



18,067General and administrative


550,529



319,357



230,355Corporate expense


104,355



94,514



59,570Rental expense


33,540



31,787



13,478Pre-opening expense


162,322



189,280



37,673Development expense


12,789



9,728



26,112Depreciation and amortization


506,986



202,557



110,771Impairment loss


37,568







Loss on disposal of assets


7,577



1,122



2,6244,226,283



2,620,557



1,662,762Operating income


163,663



330,010



574,097Other income (expense):Interest income


19,786



72,464



66,191Interest expense, net of amounts capitalized


(421,825
)


(244,808
)


(135,853
)Other income (expense)


19,492



(8,682
)


(189
)Loss on early retirement of debt


(9,141
)


(10,705
)


Income (loss) before income taxes and noncontrolling interest


(228,025
)


138,279



504,246Benefit (provision) for income taxes


59,700



(21,591
)


(62,243
)Noncontrolling interest


4,767







Net income (loss)


(163,558
)


116,688



442,003Accumulated but undeclared dividend requirement on preferred
    stock


(6,784
)






Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family


(6,854
)






Accretion to redemption value of preferred stock issued to
    Principal Stockholders family


(11,568
)






Net income (loss) attributable to common stockholders

$
(188,764
)

$
116,688


$
442,003Basic earnings (loss) per share

$
(0.48
)

$
0.33


$
1.25Diluted earnings (loss) per share

$
(0.48
)

$
0.33


$
1.24Weighted average shares outstanding:Basic


392,131,375



354,807,700



354,277,941Diluted


392,131,375



355,789,619



355,264,444    74




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Statements of Stockholders Equity and Comprehensive Income
    (Loss)
  AccumulatedPreferred Stock


Common Stock


Capital





OtherNumber





Number





in Excess





Comprehensiveof





of





of Par


Deferred


Income


RetainedShares


Amount


Shares


Amount


Value


Compensation


(Loss)


Earnings


Total(In thousands, except share data)Balance at January 1, 2006





$




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



2,260,274Net loss






























(163,558
)


(163,558
)Currency translation adjustment


























20,047







20,047Total comprehensive loss


































(143,511
)Exercise of stock options










181,862



1



6,833















6,834Tax benefit from stock-based compensation


















1,117















1,117Stock-based compensation


















59,643















59,643Issuance of restricted stock










26,657























Forfeiture of unvested restricted stock










(4,207
)






















Issuance of preferred and common stock and warrants, net of
    transaction costs


5,196,300



298,066



200,000,000



200



1,482,907















1,781,173Extinguishment of convertible senior notes










86,363,636



86



474,914















475,000Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family






























(6,854
)


(6,854
)Accretion to redemption value of preferred stock issued to
    Principal Stockholders family






























(11,568
)


(11,568
)Balance at December 31, 2008


5,196,300


$
298,066



641,839,018


$
642


$
3,090,292


$



$
17,554


$
1,015,554


$
4,422,108    75




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income (loss)

$
(163,558
)

$
116,688


$
442,003Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


506,986



202,557



110,771Amortization of leasehold interests in land included in rental
    expense


26,165



23,439



809Amortization of deferred financing costs and original issue
    discount


32,844



26,786



13,894Amortization of deferred gain and rent


(5,082
)


(4,692
)


(4,690
)Deferred rent from mall transaction (Note 12)


48,843







Loss on early retirement of debt


9,141



10,705



Impairment and loss on disposal of assets


45,145



1,122



2,624Stock-based compensation expense


53,854



33,224



14,728Provision for doubtful accounts


41,865



26,369



18,067Foreign exchange (gain) loss


(28,548
)


5,317



Excess tax benefits from stock-based compensation


(1,112
)


(7,112
)


(1,401
)Deferred income taxes


(36,242
)


(15,554
)


3,914Changes in operating assets and liabilities:Accounts receivable


(238,425
)


(39,881
)


(106,972
)Inventories


(8,879
)


(7,611
)


(2,324
)Prepaid expenses and other


(95,744
)


(115,303
)


(13,933
)Leasehold interests in land


(50,156
)


(235,235
)


(786,700
)Accounts payable


(28,228
)


47,985



16,235Accrued interest payable


3,260



2,969



578Income taxes payable






(12,825
)


22,228Other accrued liabilities


15,657



306,509



73,449Net cash provided by (used in) operating activities


127,786



365,457



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


218,044



556,276



(310,565
)Capital expenditures


(3,789,008
)


(3,793,703
)


(1,925,291
)Acquisition of gaming license included in other assets






(50,000
)


Net cash used in investing activities


(3,570,964
)


(3,287,427
)


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


6,834



30,221



7,226Excess tax benefits from stock-based compensation


1,112



7,112



1,401Proceeds from common stock issued, net of transaction costs


1,053,695







Proceeds from preferred stock and warrants issued to Principal
    Stockholders family, net of transaction costs


523,720







Proceeds from preferred stock and warrants issued, net of
    transaction costs


503,625







Proceeds from convertible senior notes from Principal
    Stockholders family


475,000







Proceeds from long-term debt (Note 8)


4,616,201



5,135,076



2,619,995Repayments of long-term debt (Note 8)


(1,725,908
)


(1,775,801
)


(132,746
)Proceeds from sale of the Shoppes at The Palazzo (Note 12)


243,928







Payments of deferred financing costs


(92,968
)


(73,743
)


(52,894
)Net cash provided by financing activities


5,605,239



3,322,865



2,442,982Effect of exchange rate on cash


18,952



(11,811
)


814Increase in cash and cash equivalents


2,181,013



389,084



11,220Cash and cash equivalents at beginning of year


857,150



468,066



456,846Cash and cash equivalents at end of year

$
3,038,163


$
857,150


$
468,066Supplemental disclosure of cash flow information:Cash payments for interest

$
516,912


$
438,301


$
215,975Cash payments for taxes, net of refunds

$
(15,542
)

$
60,000


$
34,750Non-cash investing and financing activities:Changes in construction payables

$
19,172


$
388,166


$
165,443Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family

$
6,854


$



$
Accretion to redemption value of preferred stock issued to
    Principal Stockholders family

$
11,568


$



$
Extinguishment of convertible senior notes from Principal
    Stockholders family

$
475,000


$



$
    76




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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
    20-year
  tm
  tm tm
  Development
    Projects
   77




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    United
    States Development Projects
  Sands
    Bethlehem
    124-acre
  St. Regis
    Residences
   78




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Macao
    Development Projects
           79




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Singapore
    Development Project
    Hengqin
    Island Development Project
    Other
    Development Projects
   80




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Development
    Financing Strategy
      true-up
   81




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  true-up)); and/or
  Note 2 
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
          Year Ended December 31,2008


2007


2006Net revenues

$
51,847


$
21,677


$
11,614Operating expenses


51,527



19,175



10,333Pre-opening expense


3,463



2,980



Depreciation and amortization


5,492



1,145



445Operating income (loss)


(8,635
)


(1,623
)


836Interest expense, net


(429
)


(414
)


(467
)Net income (loss) before noncontrolling interest

$
(9,064
)

$
(2,037
)

$
369  82




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Credit Risk
      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    83




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##### 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
    Interests in Land
   84




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Indefinite
    Useful Life Assets
    Revenue
    Recognition and Promotional Allowances
      Year Ended December 31,2008


2007


2006Rooms

$
186,704


$
71,908


$
48,005Food and beverage


101,084



63,805



44,768Convention, retail and other


57,392



18,142



10,546$
345,180


$
153,855


$
103,319     Year Ended December 31,2008


2007


2006Rooms

$
44,158


$
15,864


$
11,505Food and beverage


70,988



40,622



29,302Convention, retail and other


42,573



18,325



5,040$
157,719


$
74,811


$
45,847   Frequent
    Players Program
   85




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pre-Opening
    and Development Expenses
  No. 98-5, Start-Up
  Advertising
    Costs
    Corporate
    Expenses
    Foreign
    Currency
    Comprehensive
    Income (Loss)
   86




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Earnings
    (Loss) Per Share
    Year Ended December 31,2008


2007


2006Weighted-average common shares outstanding (used in the
    calculations of basic earnings (loss) per share)


392,131,375



354,807,700



354,277,941Potential dilution from stock options, restricted stock and
    warrants






981,919



986,503Weighted-average common and common equivalent shares (used in
    the calculations of diluted earnings (loss) per share)


392,131,375



355,789,619



355,264,444Antidilutive stock options, restricted stock and warrants
    excluded from the calculation of diluted earnings (loss) per
    share


184,840,819



1,097,900



882,900   Stock-Based
    Employee Compensation
    Income
    Taxes
     87




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##### 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
   88




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        No. 142-3, No. 142-3 No. 142-3
  FAS No. 140-4 FAS No. 140-4 FIN No. 46R-8
  Other
    Charges
   89




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 3 
    Restricted
    Cash        Note 4 
    Accounts
    Receivable, Net    At December 31,2008


2007Casino

$
317,613


$
117,193Rooms


64,350



63,895Other


64,073



39,223446,036



220,311Less  allowance for doubtful accounts


(61,217
)


(33,116
)$
384,819


$
187,195  90




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Property
    and Equipment, Net    At December 31,2008


2007Land and improvements

$
341,927


$
297,678Building and improvements


6,309,494



4,435,934Furniture, fixtures, equipment and leasehold improvements


1,547,261



1,013,138Transportation


322,194



176,897Construction in progress


4,438,216



3,258,75012,959,092



9,182,397Less  accumulated depreciation and amortization


(1,090,864
)


(607,783
)$
11,868,228


$
8,574,614     At December 31,2008


2007Four Seasons Macao

$
255,373


$
359,889Other Macao Development Projects (principally Cotai Strip
    parcels 5 and 6)


1,917,547



714,701Marina Bay Sands


1,422,795



552,850The Palazzo and The Shoppes at The Palazzo


166,450



1,363,045Sands Bethlehem


413,563



66,898Other


262,488



201,367$
4,438,216


$
3,258,750      91




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Leasehold
    Interests in Land, Net    At December 31,2008


2007Marina Bay Sands

$
859,275


$
854,386Sands Macao


27,334



22,625The Venetian Macao (parcel 1)


167,917



163,753Four Seasons Macao (parcel 2)


58,273



27,890Parcel 3


43,935



29,8391,156,734



1,098,493Less  accumulated amortization


(56,796
)


(28,884
)$
1,099,938


$
1,069,609         2009

$
45,0882010


18,3942011


3,1732012


3,1732013


3,173Thereafter


57,357$
130,358  92




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7 
    Other
    Accrued Liabilities    At December 31,2008


2007Customer deposits

$
111,191


$
143,053Payroll and related


84,578



92,103Taxes and licenses


133,921



140,003Outstanding gaming chips and tokens


143,951



152,962Other accruals


119,654



82,790$
593,295


$
610,911   Note 8 
    Long-Term
    Debt    At December 31,2008


2007Corporate and U.S. Related:Senior Secured Credit Facility  Term B

$
2,955,000


$
2,985,000Senior Secured Credit Facility  Delayed Draw I


597,000



Senior Secured Credit Facility  Delayed Draw II


400,000



Senior Secured Credit Facility  Revolving


775,860



6.375% Senior Notes (net of original issue discount of
    $1,392 and $1,620, respectively)


248,608



248,380FF&E Financings


141,950



61,416Airplane Financings


85,797



89,484Other


5,765



6,857Macao Related:Macao Credit Facility  Term B


1,800,000



1,800,000Macao Credit Facility  Term B Delayed


700,000



700,000Macao Credit Facility  Revolving


695,299



251,000Macao Credit Facility  Local Term


100,589



100,000Ferry Financing


218,564



Other


11,054



6,434Singapore Related:Singapore Permanent Facility  A and B


1,735,252



Singapore Bridge Facility  Term Loan






594,404Singapore Bridge Facility  Floating Rate Notes






729,35510,470,738



7,572,330Less  current maturities


(114,623
)


(54,333
)Total long-term debt

$
10,356,115


$
7,517,997  93




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Corporate
    and U.S. Related Debt
  Senior
    Secured Credit Facility
             94




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Senior
    Notes
    FF&E
    Financings
   95




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
      Airplane
    Financings
      Convertible
    Senior Notes
   96




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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
         97




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Ferry
    Financing
  18-month
      Singapore
    Related Debt
   98




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Singapore
    Permanent Facilities
           99




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     100




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    Flows from Financing Activities
    Year Ended December 31,2008


2007


2006Proceeds from Singapore Permanent Facility

$
1,730,515


$



$
Proceeds from Senior Secured Credit Facility  Term B
    and Delayed Draws


1,000,000



3,000,000



Proceeds from Senior Secured Credit Facility 
    Revolving


1,075,860







Proceeds from Macao Credit Facility


444,299



1,551,000



1,350,000Proceeds from Ferry Financing


218,564







Proceeds from FF&E Financings and Other Long-Term Debt


146,963



38,038



37,790Proceeds from Singapore Bridge Facility






339,788



892,076Proceeds from Airplane Financings






92,250



Proceeds from Prior Senior Secured Credit Facility 
    Revolving






62,000



254,129Proceeds from The Shoppes at The Palazzo Construction Loan






52,000



86,000$
4,616,201


$
5,135,076


$
2,619,995Repayments on Singapore Bridge Facility

$
(1,326,467
)

$



$
Repayments on Senior Secured Credit Facility 
    Revolving


(300,000
)






Repayments on Senior Secured Credit Facility  
    Term B and Delayed Draw I


(33,000
)


(15,000
)


Repayments on FF&E Financings and Other Long-Term Debt


(62,754
)


(8,539
)


(3,013
)Repayments on Airplane Financings


(3,687
)


(2,766
)


Repayments on Prior Senior Secured Credit Facility 
    Term B and Term B Delayed






(1,170,000
)


Repayments on Prior Senior Secured Credit Facility 
    Revolving






(322,128
)


(25,000
)Repayments on The Shoppes at The Palazzo Construction Loan






(166,500
)


Repayments on Sands Expo Center Mortgage Loan






(90,868
)


(4,733
)Repayments on Venetian Intermediate Credit Facility










(50,000
)Repayments on Macao Credit Facility










(50,000
)$
(1,725,908
)

$
(1,775,801
)

$
(132,746
)  101




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Scheduled
    Maturities of Long-Term Debt
    2009

$
114,6232010


197,6112011


1,592,6502012


2,414,6422013


1,667,657Thereafter


4,484,947$
10,472,130   Fair
    Value of Long-Term Debt
    Note 9 
    Stockholders
    Equity  Common
    Stock
    Preferred
    Stock
      
    junior to all of the Companys existing and future debt
    obligations;
    junior to any class or series of the Companys capital
    stock, the terms of which provide that such class or series will
    rank senior to the Preferred Stock; 102




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    senior to the Companys common stock and any other class or
    series of its capital stock, the terms of which provide that
    such class or series will ranks junior to the Preferred Stock
    either or both as to payment of dividends
    and/or as to
    the distribution of assets on any liquidation, dissolution or
    winding up of the Company; and
    on a parity with any other class or series of the Companys
    capital stock, the terms of which provide that such class or
    series will rank equally with the Preferred Stock both in the
    payment of dividends and in the distribution of assets on any
    liquidation, dissolution or winding up of the Company.    Preferred
    Stock Issued to Public
    Preferred
    Stock Issued to Principal Stockholders Family
        Numberof Shares


AmountBalance at January 1, 2008





$
Issuance of preferred stock and warrants to purchase common
    stock, net of transaction costs


5,250,000



299,867Accretion to redemption value






11,568Accumulated but undeclared dividend requirement






6,854Balance at December 31, 2008


5,250,000


$
318,289  103




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subsequent
    Events
      Note 10 
    Income
    Taxes    Year Ended December 31,2008


2007


2006Domestic

$
(249,128
)

$
15,590


$
162,592Foreign


21,103



122,689



341,654Total

$
(228,025
)

$
138,279


$
504,246     Year Ended December 31,2008


2007


2006Federal:Current

$
(23,985
)

$
36,850


$
58,329Deferred


(34,335
)


(15,383
)


3,914Foreign:Current


527



295



Deferred


(52
)


(171
)


State:Deferred


(1,855
)






Total income tax (benefit) provision

$
(59,700
)

$
21,591


$
62,243     Year Ended December 31,2008


2007


2006Statutory federal income tax rate


(35.00
)%


35.00
%


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


(2.29
)%


(20.57
)%


(16.41
)%Tax exempt income of foreign subsidiary (Macao)


(23.77
)%


(36.56
)%


(10.20
)%Non-deductible pre-opening expenses of foreign subsidiaries


9.15
%


11.59
%



%Change in valuation allowance


22.39
%


21.16
%


1.26
%Change in tax reserves


1.96
%


3.03
%


0.27
%Other, net


1.38
%


1.96
%


2.42
%Effective tax rate


(26.18
)%


15.61
%


12.34
%  104




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5-year
    At December 31,2008


2007Deferred tax assets:Deferred gain on the sale of The Grand Canal Shoppes and The
    Shoppes at The Palazzo

$
93,912


$
59,303Net operating loss carryforwards


79,721



33,970Stock-based compensation


18,736



8,848Allowance for doubtful accounts


18,169



10,926Pre-opening expenses


13,282



12,522Accrued expenses


12,364



6,800Tax credit carryforwards


10,995



State deferred items


1,855



Other


13,674



8,451262,708



140,820Less  valuation allowance


(92,819
)


(46,343
)Total deferred tax assets


169,889



94,477Deferred tax liabilities:Property and equipment


(95,459
)


(50,559
)Prepaid expenses


(2,883
)


(3,135
)Other


(4,387
)


(9,865
)Total deferred tax liabilities


(102,729
)


(63,559
)Deferred tax asset, net

$
67,160


$
30,918    105




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      At December 31,2008


2007Balance at beginning of year

$
14,966


$
8,552Additions to tax positions related to the prior year


9,239



2,209Additions to tax positions related to the current year


8,066



4,205Balance at end of year

$
32,271


$
14,966         Note 11 
    Fair
    Value Measurements   106




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##### Table of Contents



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

Fair Value Measurements at December 31, 2008 Using:Value at

Quoted Market

Significant Other

SignificantDecember 31,

Prices in Active

Observable Inputs

Unobservable Inputs2008

Markets (Level 1)

(Level 2)

(Level 3)Cash equivalents(1)

$
2,458,701


$
2,458,701


$



$
Interest rate caps(2)

$
3,706


$



$
3,706


$
     (1)
    
    The Company has short-term investments classified as cash
    equivalents as the original maturities are less than
    90 days.(2)
    
    The Company has fourteen interest rate cap agreements with an
    aggregate fair value of approximately $3.7 million, based
    on quoted market values from the institutions holding the
    agreements as of December 31, 2008.  Note 12 
    Mall
    Sale  The
    Grand Canal Shoppes at The Venetian Las Vegas
  89-year
 107




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

$
7,8842010


8,0432011


8,0432012


8,0432013


8,043Thereafter


121,523$
161,579   The
    Shoppes at The Palazzo
  12-month 30-month
  89-year
 108




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 13 
    Commitments
    and Contingencies  Litigation
    The
    Palazzo Construction Litigation
   109




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Litigation
    Relating to Macao Operations
  and/or
   110




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stockholder
    Derivative Litigation
     111




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        China
    Matters
    Macao
    Concession and Subconcession
       112




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Singapore
    Development Project
    Leases
  Energy
    Services Agreements
      Operating
    Lease Agreements
      2009

$
8,4292010


5,5062011


4,0462012


3,3722013


2,654Thereafter


108,300Total minimum payments

$
132,307  113




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other
    Ventures and Commitments
          Malls
    at The Venetian Macao and Four Seasons Macao
    2009

$
135,5392010


125,3042011


86,2832012


68,4642013


51,354Thereafter


135,057Total minimum future rentals

$
602,001  114




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 14 
    Stock-Based
    Employee Compensation    LVSLLC
    1997 Fixed Stock Option Plan
        Las
    Vegas Sands Corp. 2004 Equity Award Plan
     115




---



##### Table of Contents



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


2007


2006Weighted average volatility


36.71
%


30.60
%


31.25
%Expected term (in years)


6.4



6.0



6.0Risk-free rate


2.97
%


4.51
%


4.54
%Expected dividends










     WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Life (Years)


ValueOutstanding at January 1, 2008


6,926,057


$
63.85Granted


4,972,520



65.97Exercised


(181,862
)


37.58Forfeited


(1,058,230
)


73.76Outstanding at December 31, 2008


10,658,485


$
64.30



8.37


$
Exercisable at December 31, 2008


1,905,314


$
54.75



7.19


$
   Restricted
    Stock Awards
    Weighted AverageGrant DateShares


Fair ValueUnvested at January 1, 2008


95,927


$
65.93Granted


26,657



71.67Vested


(41,391
)


62.14Forfeited


(4,207
)


75.99Unvested at December 31, 2008


76,986


$
69.41    116




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2007


2006Compensation expense:Stock options

$
50,858


$
30,845


$
13,470Restricted stock


2,996



2,379



1,258$
53,854


$
33,224


$
14,728Income tax benefit recognized in the consolidated statement of
    operations

$
12,860


$
8,155


$
3,618Compensation cost capitalized as part of property and equipment

$
5,789


$
3,478


$
2,090Stock options granted


4,973



3,323



3,164Weighted average grant date fair value

$
26.85


$
32.60


$
21.24Stock options exercised:Intrinsic value

$
8,088


$
44,463


$
10,299Cash received

$
6,834


$
30,221


$
7,226Tax benefit realized for tax deductions from stock-based
    compensation

$
1,117


$
7,526


$
1,876   Note 15 
    Employee
    Benefit Plans        Note 16 
    Related
    Party Transactions   117




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Note 17 
    Segment
    Information   118




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2007


2006Net RevenuesLas Vegas Operating Properties

$
1,335,032


$
984,125


$
959,700Macao:Sands Macao


1,032,100



1,314,733



1,277,159The Venetian Macao


1,943,196



650,496



Four Seasons Macao


62,536







Other Asia


17,082



1,213



Total net revenues

$
4,389,946


$
2,950,567


$
2,236,859Adjusted EBITDAR(1)Las Vegas Operating Properties

$
392,139


$
361,076


$
373,460Macao:Sands Macao


214,573



373,507



457,998The Venetian Macao


499,025



144,417



Four Seasons Macao


7,567







Other Asia


(49,465
)


(4,250
)


Total Adjusted EBITDAR


1,063,839



874,750



831,458Other Operating Costs and ExpensesStock-based compensation expense


(35,039
)


(15,752
)


(7,133
)Corporate expense


(104,355
)


(94,514
)


(59,570
)Rental expense


(33,540
)


(31,787
)


(13,478
)Pre-opening expense


(162,322
)


(189,280
)


(37,673
)Development expense


(12,789
)


(9,728
)


(26,112
)Depreciation and amortization


(506,986
)


(202,557
)


(110,771
)Impairment loss


(37,568
)






Loss on disposal of assets


(7,577
)


(1,122
)


(2,624
)Operating income


163,663



330,010



574,097Other Non-Operating Costs and ExpensesInterest income


19,786



72,464



66,191Interest expense, net of amounts capitalized


(421,825
)


(244,808
)


(135,853
)Other income (expense)


19,492



(8,682
)


(189
)Loss on early retirement of debt


(9,141
)


(10,705
)


Benefit (provision) for income taxes


59,700



(21,591
)


(62,243
)Noncontrolling interest


4,767







Net income (loss)

$
(163,558
)

$
116,688


$
442,003     (1)
    
    Adjusted EBITDAR is net income (loss) before interest, income
    taxes, depreciation and amortization, pre-opening expense,
    development expense, other income (expense), loss on early
    retirement of debt, loss on disposal of assets, impairment loss,
    rental expense, corporate expense, stock-based compensation
    expense included in general and administrative expense, and
    noncontrolling interest. Adjusted EBITDAR is used by 119




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  management as the primary measure of operating performance of
    the Companys properties and to compare the operating
    performance of the Companys properties with those of its
    competitors.  Year Ended December 31,2008


2007


2006Capital ExpendituresCorporate and Other

$
447,101


$
146,834


$
49,506Las Vegas Operating Properties


577,862



1,320,062



639,574Macao:Sands Macao


41,455



120,919



98,498The Venetian Macao


173,744



970,990



954,534Four Seasons Macao


570,481



279,157



69,263Other Asia


103,464



120,319



17,447Other Development Projects


1,111,326



470,842



83,312Singapore


763,575



364,580



13,157Total capital expenditures

$
3,789,008


$
3,793,703


$
1,925,291   Year Ended December 31,2008


2007


2006Total AssetsCorporate and Other

$
1,182,532


$
447,556


$
211,797Las Vegas Operating Properties


6,562,124



4,139,040



3,165,691Macao:Sands Macao


592,998



550,479



537,990The Venetian Macao


3,060,279



3,059,896



1,564,675Four Seasons Macao


973,892



391,506



70,246Other Asia


347,359



219,951



27,676Other Development Projects


2,015,386



741,801



649,315Singapore


2,409,543



1,916,288



899,068Total assets

$
17,144,113


$
11,466,517


$
7,126,458   Note 18 
    Condensed
    Consolidating Financial Information   120




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     121




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    CONDENSED
    CONSOLIDATING BALANCE SHEETS
  December 31,
    2008
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
294,563


$
2,286,825


$
456,775


$



$
3,038,163Restricted cash






6,225



188,591







194,816Intercompany receivables


19,586



16,683



4,843



(41,112
)


Accounts receivable, net


1,168



146,085



242,270



(4,704
)


384,819Inventories


645



14,776



13,416







28,837Deferred income taxes


1,378



21,446



147







22,971Prepaid expenses and other


45,768



4,577



21,717



(392
)


71,670Total current assets


363,108



2,496,617



927,759



(46,208
)


3,741,276Property and equipment, net


148,543



4,128,835



7,590,850







11,868,228Investment in subsidiaries


4,105,980



1,642,651







(5,748,631
)


Deferred financing costs, net


1,353



47,441



109,982







158,776Intercompany receivables


398,398



1,296,988







(1,695,386
)


Intercompany notes receivable


94,310



86,249







(180,559
)


Deferred income taxes


25,251



18,722



216







44,189Leasehold interests in land, net










1,099,938







1,099,938Other assets, net


3,677



25,701



202,328







231,706Total assets

$
5,140,620


$
9,743,204


$
9,931,073


$
(7,670,784
)

$
17,144,113Accounts payable

$
5,004


$
34,069


$
36,666


$
(4,704
)

$
71,035Construction payables






90,490



646,223







736,713Intercompany payables


16,683



4,843



19,586



(41,112
)


Accrued interest payable


6,191



758



7,801







14,750Other accrued liabilities


4,943



175,617



412,735







593,295Income taxes payable










392



(392
)


Current maturities of long-term debt


3,688



65,049



45,886







114,623Total current liabilities


36,509



370,826



1,169,289



(46,208
)


1,530,416Other long-term liabilities


32,996



9,203



22,551







64,750Intercompany payables










1,695,386



(1,695,386
)


Intercompany notes payable










180,559



(180,559
)


Deferred amounts related to mall transactions






452,435











452,435Long-term debt


330,718



4,804,760



5,220,637







10,356,115Total liabilities


400,223



5,637,224



8,288,422



(1,922,153
)


12,403,716Preferred Stock issued to Principal Stockholders family


318,289















318,289Stockholders equity


4,422,108



4,105,980



1,642,651



(5,748,631
)


4,422,108Total liabilities and stockholders equity

$
5,140,620


$
9,743,204


$
9,931,073


$
(7,670,784
)

$
17,144,113  122




---



##### 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


$
129,684


$
653,977


$



$
857,150Restricted cash






5,088



227,856







232,944Intercompany receivables


195,675



520,761







(716,436
)


Accounts receivable, net


1,995



113,638



71,562







187,195Inventories


132



10,086



9,684







19,902Deferred income taxes


1,368



11,879



19,224







32,471Prepaid expenses and other


19,960



15,792



14,004



(332
)


49,424Total current assets


292,619



806,928



996,307



(716,768
)


1,379,086Property and equipment, net


160,524



3,360,340



5,053,750







8,574,614Investment in subsidiaries


2,105,436



1,516,585







(3,622,021
)


Deferred financing costs, net


1,556



58,584



47,198







107,338Restricted cash










178,824







178,824Intercompany notes receivable


73,562



55,992







(129,554
)


Deferred income taxes










1,581



(1,581
)


Leasehold interest in land, net










1,069,609







1,069,609Other assets, net


116



26,885



130,045







157,046Total assets

$
2,633,813


$
5,825,314


$
7,477,314


$
(4,469,924
)

$
11,466,517Accounts payable

$
4,881


$
49,020


$
45,122


$



$
99,023Construction payables






151,238



566,303







717,541Intercompany payables






108,707



607,729



(716,436
)


Accrued interest payable


6,350



3,289



1,826







11,465Other accrued liabilities


8,141



186,985



415,785







610,911Income taxes payable










332



(332
)


Current maturities of long-term debt


3,688



36,141



14,504







54,333Total current liabilities


23,060



535,380



1,651,601



(716,768
)


1,493,273Other long-term liabilities


15,532



7,114



6,028







28,674Deferred income taxes


770



2,364







(1,581
)


1,553Deferred amounts related to mall transactions






164,746











164,746Intercompany notes payable










129,554



(129,554
)


Long-term debt


334,177



3,010,274



4,173,546







7,517,997Total liabilities


373,539



3,719,878



5,960,729



(847,903
)


9,206,243Stockholders equity


2,260,274



2,105,436



1,516,585



(3,622,021
)


2,260,274Total liabilities and stockholders equity

$
2,633,813


$
5,825,314


$
7,477,314


$
(4,469,924
)

$
11,466,517  123




---



##### 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, 2008
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
522,438


$
2,669,661


$



$
3,192,099Rooms






535,797



231,332







767,129Food and beverage






195,233



173,829







369,062Convention, retail and other






178,866



239,927



(11,957
)


406,836Total revenues






1,432,334



3,314,749



(11,957
)


4,735,126Less  promotional allowances


(1,929
)


(147,817
)


(192,705
)


(2,729
)


(345,180
)Net revenues


(1,929
)


1,284,517



3,122,044



(14,686
)


4,389,946Operating expenses:Casino






316,846



1,899,728



(2,339
)


2,214,235Rooms






123,112



31,503







154,615Food and beverage






88,948



103,852



(6,249
)


186,551Convention, retail and other






87,540



131,227



(5,416
)


213,351Provision for doubtful accounts






28,003



13,862







41,865General and administrative






266,087



285,124



(682
)


550,529Corporate expense


86,369



834



17,152







104,355Rental expense






6,929



26,611







33,540Pre-opening expense


3,722



9,067



149,533







162,322Development expense


2,693







10,096







12,789Depreciation and amortization


9,853



223,724



273,409







506,986Impairment loss


13,292







24,276







37,568Loss on disposal of assets






6,093



1,484







7,577115,929



1,157,183



2,967,857



(14,686
)


4,226,283Operating income (loss)


(117,858
)


127,334



154,187







163,663Other income (expense):Interest income


8,694



12,047



7,244



(8,199
)


19,786Interest expense, net of amounts capitalized


(24,036
)


(213,464
)


(192,524
)


8,199



(421,825
)Other income (expense)


(35
)


(11,795
)


31,322







19,492Loss on early retirement of debt


(5,114
)






(4,027
)






(9,141
)Income (loss) from equity investment in subsidiaries


(46,114
)


3,010







43,104



Loss before income taxes and noncontrolling interest


(184,463
)


(82,868
)


(3,798
)


43,104



(228,025
)Benefit for income taxes


20,905



36,754



2,041







59,700Noncontrolling interest










4,767







4,767Net income (loss)

$
(163,558
)

$
(46,114
)

$
3,010


$
43,104


$
(163,558
)  124




---



##### 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



41,187



29,150



(7,090
)


72,464Interest expense, net of amounts capitalized


(18,837
)


(114,546
)


(118,515
)


7,090



(244,808
)Other expense


(6
)


(1,009
)


(7,667
)






(8,682
)Loss on early retirement of debt






(10,332
)


(373
)






(10,705
)Income from equity investment in subsidiaries


188,785



110,975







(299,760
)


Income before income taxes


110,087



215,865



112,087



(299,760
)


138,279Benefit (provision) for income taxes


6,601



(27,080
)


(1,112
)






(21,591
)Net income

$
116,688


$
188,785


$
110,975


$
(299,760
)

$
116,688  125




---



##### 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



32,847



28,910



(8,023
)


66,191Interest expense, net of amounts capitalized


(16,921
)


(82,485
)


(44,470
)


8,023



(135,853
)Other income (expense)


2,422



(552
)


(2,059
)






(189
)Income from equity investment in subsidiaries


470,823



337,747







(808,570
)


Income before income taxes


436,158



540,865



335,793



(808,570
)


504,246Benefit (provision) for income taxes


5,845



(70,042
)


1,954







(62,243
)Net income

$
442,003


$
470,823


$
337,747


$
(808,570
)

$
442,003  126




---



##### 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, 2008
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(34,547
)

$
116,829


$
45,504


$



$
127,786Cash flows from investing activities:Change in restricted cash






(1,137
)


219,181







218,044Capital expenditures


(11,163
)


(660,163
)


(3,117,682
)






(3,789,008
)Notes receivable to non-guarantor subsidiaries


(20,000
)


(36,185
)






56,185



Intercompany receivable to Guarantor Subsidiaries


(35,000
)










35,000



Intercompany receivable to non-guarantor subsidiaries


(353,000
)


(1,201,285
)






1,554,285



Repayment of receivable from Guarantor Subsidiaries


94,003











(94,003
)


Repayment of receivable from non-guarantor subsidiaries






34,018







(34,018
)


Dividends from Guarantor Subsidiaries


50,596











(50,596
)


Capital contributions to subsidiaries


(2,025,000
)


(77,728
)






2,102,728



Net cash used in investing activities


(2,299,564
)


(1,942,480
)


(2,898,501
)


3,569,581



(3,570,964
)Cash flows from financing activities:Proceeds from exercise of stock options


6,834















6,834Excess tax benefits from stock-based compensation


1,112















1,112Dividends paid to Las Vegas Sands Corp.






(50,596
)






50,596



Capital contributions received






2,025,000



77,728



(2,102,728
)


Borrowings from Las Vegas Sands Corp.






35,000



373,000



(408,000
)


Borrowings from Guarantor Subsidiaries










1,237,470



(1,237,470
)


Repayment on borrowings from Las Vegas Sands Corp.






(94,003
)






94,003



Repayment on borrowings from Guarantor Subsidiaries










(34,018
)


34,018



Proceeds from common stock issued, net of transaction costs


1,053,695















1,053,695Proceeds from preferred stock and warrants issued to Principal
    Stockholders family, net of transaction costs


523,720















523,720Proceeds from preferred stock and warrants issued, net of
    transaction costs


503,625















503,625Proceeds from issuance of convertible senior notes


475,000















475,000Proceeds from Macao credit facility










444,299







444,299Proceeds from Singapore permanent facility










1,730,515







1,730,515Proceeds from ferry financing










218,564







218,564Proceeds from senior secured credit facility-revolving






1,075,860











1,075,860Proceeds from senior secured credit facility-delayed draws






1,000,000











1,000,000Proceeds from FF&E financings and other long-term debt






105,584



41,379







146,963Repayments on senior secured credit facility-revolving






(300,000
)










(300,000
)Repayments on Singapore bridge facility










(1,326,467
)






(1,326,467
)Repayments on senior secured credit facility-term B and delayed
    draw I






(33,000
)










(33,000
)Repayments on airplane financings


(3,687
)














(3,687
)Repayments on FF&E financings and other long-term debt






(25,050
)


(37,704
)






(62,754
)Proceeds from sale of The Shoppes at the Palazzo






243,928











243,928Payments of deferred financing costs


(5,114
)


69



(87,923
)






(92,968
)Net cash provided by financing activities


2,555,185



3,982,792



2,636,843



(3,569,581
)


5,605,239Effect of exchange rate on cash










18,952







18,952Increase (decrease) in cash and cash equivalents


221,074



2,157,141



(197,202
)






2,181,013Cash and cash equivalents at beginning of year


73,489



129,684



653,977







857,150Cash and cash equivalents at end of year

$
294,563


$
2,286,825


$
456,775


$



$
3,038,163  127




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##### 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
)

$
179,629


$
321,680


$



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


50,076



410,520



95,680







556,276Capital expenditures


(88,016
)


(1,081,975
)


(2,623,712
)






(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
)


(449,886
)






482,224



Capital contributions to subsidiaries






(548,088
)






548,088



Net cash provided by (used in) investing activities


13,999



(1,610,908
)


(2,578,032
)


887,514



(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










449,886



(449,886
)


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 senior secured credit facility-term B






3,000,000











3,000,000Proceeds from prior senior secured credit facility-revolving






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 senior secured credit facility-term B






(15,000
)










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






(1,170,000
)










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






(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 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



1,466,817



2,617,320



(887,514
)


3,322,865Effect of exchange rate on cash










(11,811
)






(11,811
)Increase in cash and cash equivalents


4,389



35,538



349,157







389,084Cash and cash equivalents at beginning of year


69,100



94,146



304,820







468,066Cash and cash equivalents at end of year

$
73,489


$
129,684


$
653,977


$



$
857,150  128




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##### 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
)

$
197,560


$
(366,113
)

$



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


(24
)


176,803



(487,344
)






(310,565
)Capital expenditures


(49,519
)


(547,750
)


(1,328,022
)






(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
)


(31,408
)






135,872



Capital contributions to subsidiaries


(9,549
)


(6,994
)






16,543



Net cash used in investing activities


(113,556
)


(459,349
)


(1,815,366
)


152,415



(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



6,994



(16,543
)


Borrowings from Las Vegas Sands Corp.










219,464



(219,464
)


Borrowings from Guarantor Subsidiaries


20,000







106,408



(126,408
)


Repayment on borrowings from Las Vegas Sands Corp.










(165,000
)


165,000



Repayment on borrowings from Guarantor Subsidiaries


(20,000
)






(25,000
)


45,000



Proceeds from Macao credit facility










1,350,000







1,350,000Proceeds from Singapore bridge facility










892,076







892,076Proceeds from prior senior secured credit facility-revolving






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 prior senior secured credit facility-revolving






(25,000
)










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






(2,999
)


(14
)






(3,013
)Repayments on 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



266,378



2,320,392



(152,415
)


2,442,982Effect of exchange rate on cash










814







814Increase (decrease) in cash and cash equivalents


(133,096
)


4,589



139,727







11,220Cash and cash equivalents at beginning of year


202,196



89,557



165,093







456,846Cash and cash equivalents at end of year

$
69,100


$
94,146


$
304,820


$



$
468,066  129




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 19 
    Selected
    Quarterly Financial Results (Unaudited)  QuarterFirst


Second


Third(1)


Fourth(2)


Total(In thousands, except per share data)2008Net revenues

$
1,079,023


$
1,112,114


$
1,105,434


$
1,093,375


$
4,389,946Operating income (loss)


96,565



73,282



28,195



(34,379
)


163,663Net loss


(11,234
)


(8,796
)


(32,208
)


(111,320
)


(163,558
)Basic loss per share


(0.03
)


(0.02
)


(0.09
)


(0.27
)


(0.48
)Diluted loss per share


(0.03
)


(0.02
)


(0.09
)


(0.27
)


(0.48
)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



0.33     (1)
    
    The Four Seasons Macao and The Venetian Macao opened on
    August 28, 2008 and 2007, respectively.(2)
    
    The Palazzo partially opened on December 30, 2007.   130




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##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
    For the Years Ended December 31, 2008, 2007 and
    2006
  ProvisionBalance at


for


Write-offs,


BalanceBeginning


Doubtful


net of


at EndDescription

of Year


Accounts


Recoveries


of Year(In thousands)Allowance for doubtful accounts:2006

$
29,480



18,067



(12,071
)

$
35,4762007

$
35,476



26,369



(28,729
)

$
33,1162008

$
33,116



41,865



(13,764
)

$
61,217   Balance at








BalanceBeginning








at EndDescription

of Year


Additions


Deductions


of YearDeferred income tax asset valuation allowance:2006

$
17,386



6,196






$
23,5822007

$
23,582



22,761






$
46,3432008

$
46,343



46,476






$
92,819  131




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##### 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)
           132




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##### Table of Contents



ITEM 9B. 
    OTHER
    INFORMATION   PART III  ITEM 10. 
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    www.lasvegassands.com
  ITEM 11. 
    EXECUTIVE
    COMPENSATION    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   133




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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).3
.3

Certificate of Designations for Series A 10% Cumulative
    Perpetual Preferred Stock (incorporated by reference from
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on November 14, 2008).3
.4

Operating Agreement of Las Vegas Sands, LLC dated July 28,
    2005 (incorporated by reference from Exhibit 3.1 to the
    Companys Current Report on
    Form S-3
    filed on November 17, 2008).3
.5

First Amendment to the Operating Agreement of Las Vegas Sands,
    LLC dated May 23, 2007 (incorporated by reference from
    Exhibit 3.2 to the Companys Current Report on
    Form S-3
    filed on November 17, 2008).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). 134




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##### Table of Contents



Exhibit No.

Description of Document4
.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, LLC, 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).4
.5

Indenture, dated as of September 30, 2008, between Las
    Vegas Sands Corp. and U.S. Bank National Association, as trustee
    Convertible Notes Indenture (incorporated by
    reference from Exhibit 4.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).4
.6

First Supplemental Indenture, dated as of September 30,
    2008, between Las Vegas Sands Corp. and U.S. Bank National
    Association, as trustee to the Convertible Notes Indenture
    (incorporated by reference from Exhibit 4.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).4
.7

Form of Indenture to be entered into by the Company and U.S.
    Bank National Association, as trustee (the Senior Debt
    Security Indenture) (incorporated by reference from
    Exhibit 4.4 to the Companys Registration Statement on
    Form S-3
    ASR (Reg.
    No. 33-155100)
    filed on November 6, 2008).4
.8

Form of Indenture to be entered into among the Company, Las
    Vegas Sands, LLC and U.S. Bank National Association, as trustee
    (the Senior Guaranteed Debt Security Indenture)
    (incorporated by reference from Exhibit 4.7 to the
    Companys Registration Statement on
    Form S-3
    POSASR (Reg.
    No. 333-155100)
    filed on November 17, 2008).4
.9

Form of Indenture to be entered into by the Company and U.S.
    Bank National Association, as trustee (the Subordinated
    Indenture) (incorporated by reference from
    Exhibit 4.5 to the Companys Registration Statement on
    Form S-3
    ASR (Reg.
    No. 333-155100)
    filed on November 6, 2008).10
.1

Warrant Agreement, dated as of November 14, 2008, between
    Las Vegas Sands Corp. and U.S. Bank National Association, as
    warrant agent (incorporated by reference from Exhibit 10.1
    to the Companys Current Report on
    Form 8-K
    filed on November 14, 2008).10
.2

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 JP Morgan Chase Bank, as
    documentation agent (incorporated by reference from
    Exhibit 10.3 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

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
.4

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
.5

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). 135




---



##### Table of Contents



Exhibit No.

Description of Document10
.6

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
.7

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
.8

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
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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). 136




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##### Table of Contents



Exhibit No.

Description of Document10
.16

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
.17

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
.18

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
.19

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
.20

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
.21

Addendum to Sands Resort Hotel and 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 25, 2004).10
.22

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
.23

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
.24

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
.25

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
.26

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
.27

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
.28

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
.29*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp., Las
    Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and William P.
    Weidner. 137




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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 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
.31*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp., Las
    Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Bradley H.
    Stone.10
.32

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
.33*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp., Las
    Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Robert G.
    Goldstein.10
.34

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
.35*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp., Las
    Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon G.
    Adelson.10
.36*

Employment Agreement, dated as of December 1, 2008 between
    Las Vegas Sands Corp. and Kenneth J. Kay.10
.37*

Employment Agreement, dated as of December 6, 2008, between
    Marina Bay Sands Pte. Ltd. and Leonard DeAngelo.10
.38

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
.39

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
.40

Land Concession Agreement, dated as of December 10, 2003,
    relating to the Sands Macao between the Macao Special
    Administrative Region and 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
.41

Amendment, published on April 22, 2008, to Land Concession
    Agreement, dated as of December 10, 2003, relating to the
    Sands Macao between the Macau Special Administrative Region 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, 2008 and filed on
    May 9, 2008).10
.42

Land Concession Agreement, dated as of February 23, 2007,
    relating to the Venetian Macao, Four Seasons Macao and Site 3
    among the Macau Special Administrative Region, 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
.43

Amendment published on October 28, 2008, to Land Concession
    Agreement between Macau Special Administrative Region and
    Venetian Cotai Limited (incorporated by reference from
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).10
.44

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). 138




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##### Table of Contents



Exhibit No.

Description of Document10
.45

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
.46

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
.47

Second Amendment, dated as of January 31, 2008, to
    Agreement dated as of April 12, 2004 and amended as of
    September 30, 2004, by and among Venetian Casino Resort,
    LLC, as
    successor-by-merger
    to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as
    successor-in-interest
    to Lido Casino Resort, LLC, and GGP Limited Partnership
    (incorporated by reference from Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 and filed on
    May 9, 2008).10
.48

Second Amended and Restated Registration Rights Agreement, dated
    as of November 14, 2008, by and among Las Vegas Sands
    Corp., Dr. Miriam Adelson and the other Adelson Holders (as
    defined therein) that are party to the agreement from time to
    time (incorporated by reference from Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed on November 14, 2008).10
.49

Investor Rights Agreement, dated as of September 30, 2008,
    by and between Las Vegas Sands Corp. and the Investor named
    therein (incorporated by reference from Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).10
.50

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
.51

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
.52

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
.53

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
.54

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
.55

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
.56

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
.57

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
.58

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). 139




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##### Table of Contents



Exhibit No.

Description of Document10
.59

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
.60

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
.61

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
.62

Aircraft Time Sharing Agreement, dated as of January 1,
    2005, by and between Interface Operations LLC and Las Vegas
    Sands Corp. (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 14, 2005).10
.63

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
.64

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
.65

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
.66

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
.67

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
.68

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
.69

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
    (incorporated by reference from Exhibit 10.59 to the
    Companys Annual Report on
    Form 10-K
    for year ended December 31, 2007 and filed on
    February 29, 2008).10
.70

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 (incorporated by reference from Exhibit 10.60 to
    the Companys Annual Report on
    Form 10-K
    for year ended December 31, 2007 and filed on
    February 29, 2008).10
.71

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). 140




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##### Table of Contents



Exhibit No.

Description of Document10
.72

Fourth Amended and Restated Reciprocal Easement, Use and
    Operating Agreement, dated as of February 29, 2008, by and
    among Interface Group  Nevada, Inc., Grand Canal
    Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian
    Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated
    by reference from Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 and filed on
    May 9, 2008).10
.73

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
.74

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
.75

Convertible Note Purchase Agreement, dated as of
    September 30, 2008, between Las Vegas Sands Corp. and
    Dr. Miriam Adelson (incorporated by reference from
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).10
.76

Note Conversion and Securities Purchase Agreement, dated as of
    November 10, 2008, between Las Vegas Sands Corp. and
    Dr. Miriam Adelson (incorporated by reference from
    Exhibit 1.2 to the Companys Current Report on
    Form 8-K
    filed on November 14, 2008).10
.77

Amendment to Note Conversion and Securities Purchase Agreement,
    dated as of November 10, 2008, between Las Vegas Sands
    Corp. and Dr. Miriam Adelson (incorporated by reference
    from Exhibit 1.3 to the Companys Current Report on
    Form 8-K
    filed on November 14, 2008).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. 141




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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 27, 2009/s/  Irwin
    ChafetzIrwin
    Chafetz

Director

February 27, 2009/s/  Charles
    D. FormanCharles
    D. Forman

Director

February 27, 2009George
    P. Koo

Director

February 27, 2009/s/  Michael
    A. LevenMichael
    A. Leven

Director

February 27, 2009/s/  James
    L. PurcellJames
    L. Purcell

Director

February 27, 2009/s/  Irwin
    A. SiegelIrwin
    A. Siegel

Director

February 27, 2009/s/  William
    P. WeidnerWilliam
    P. Weidner

President, Chief Operating Officer
    and Director

February 27, 2009/s/  Kenneth
    J. KayKenneth
    J. Kay

Senior Vice President
    and Chief Financial Officer

February 27, 2009  142




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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).3
.3

Certificate of Designations for Series A 10% Cumulative
    Perpetual Preferred Stock (incorporated by reference from
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on November 14, 2008).3
.4

Operating Agreement of Las Vegas Sands, LLC dated July 28,
    2005 (incorporated by reference from Exhibit 3.1 to the
    Companys Current Report on
    Form S-3
    filed on November 17, 2008).3
.5

First Amendment to the Operating Agreement of Las Vegas Sands,
    LLC dated May 23, 2007 (incorporated by reference from
    Exhibit 3.2 to the Companys Current Report on
    Form S-3
    filed on November 17, 2008).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, LLC, 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).4
.5

Indenture, dated as of September 30, 2008, between Las
    Vegas Sands Corp. and U.S. Bank National Association, as trustee
    Convertible Notes Indenture (incorporated by
    reference from Exhibit 4.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).4
.6

First Supplemental Indenture, dated as of September 30,
    2008, between Las Vegas Sands Corp. and U.S. Bank National
    Association, as trustee to the Convertible Notes Indenture
    (incorporated by reference from Exhibit 4.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).4
.7

Form of Indenture to be entered into by the Company and U.S.
    Bank National Association, as trustee (the Senior Debt
    Security Indenture) (incorporated by reference from
    Exhibit 4.4 to the Companys Registration Statement on
    Form S-3
    ASR (Reg.
    No. 33-155100)
    filed on November 6, 2008).4
.8

Form of Indenture to be entered into among the Company, Las
    Vegas Sands, LLC and U.S. Bank National Association, as trustee
    (the Senior Guaranteed Debt Security Indenture)
    (incorporated by reference from Exhibit 4.7 to the
    Companys Registration Statement on
    Form S-3
    POSASR (Reg.
    No. 333-155100)
    filed on November 17, 2008).4
.9

Form of Indenture to be entered into by the Company and U.S.
    Bank National Association, as trustee (the Subordinated
    Indenture) (incorporated by reference from
    Exhibit 4.5 to the Companys Registration Statement on
    Form S-3
    ASR (Reg.
    No. 333-155100)
    filed on November 6, 2008). 143




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##### Table of Contents



Exhibit No.

Description of Document10
.1

Warrant Agreement, dated as of November 14, 2008, between
    Las Vegas Sands Corp. and U.S. Bank National Association, as
    warrant agent (incorporated by reference from Exhibit 10.1
    to the Companys Current Report on
    Form 8-K
    filed on November 14, 2008).10
.2

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 JP Morgan Chase Bank, as
    documentation agent (incorporated by reference from
    Exhibit 10.3 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

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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

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
.10

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). 144




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##### Table of Contents



Exhibit No.

Description of Document10
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

Addendum to Sands Resort Hotel and 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 25, 2004).10
.22

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). 145




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##### Table of Contents



Exhibit No.

Description of Document10
.23

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
.24

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
.25

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
.26

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
.27

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
.28

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
.29*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp.,
    Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and William
    P. Weidner.10
.30

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
.31*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp.,
    Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Bradley
    H. Stone.10
.32

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
.33*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp.,
    Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Robert G.
    Goldstein.10
.34

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
.35*

Amendment No. 1 to Employment Agreement, dated as of
    December 31, 2008, by and among Las Vegas Sands Corp.,
    Las Vegas Sands, LLC (f/k/a Las Vegas Sands, Inc.) and Sheldon
    G. Adelson.10
.36*

Employment Agreement, dated as of December 1, 2008 between
    Las Vegas Sands Corp. and Kenneth J. Kay.10
.37*

Employment Agreement, dated as of December 6, 2008, between
    Marina Bay Sands Pte. Ltd. and Leonard DeAngelo.10
.38

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
.39

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). 146




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##### Table of Contents



Exhibit No.

Description of Document10
.40

Land Concession Agreement, dated as of December 10, 2003,
    relating to the Sands Macao between the Macao Special
    Administrative Region and 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
.41

Amendment, published on April 22, 2008, to Land Concession
    Agreement, dated as of December 10, 2003, relating to the
    Sands Macao between the Macau Special Administrative Region 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, 2008 and filed on
    May 9, 2008).10
.42

Land Concession Agreement, dated as of February 23, 2007,
    relating to the Venetian Macao, Four Seasons Macao and Site
    3 among the Macau Special Administrative Region, 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
.43

Amendment published on October 28, 2008, to Land Concession
    Agreement between Macau Special Administrative Region and
    Venetian Cotai Limited (incorporated by reference from
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).10
.44

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
.45

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
.46

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
.47

Second Amendment, dated as of January 31, 2008, to
    Agreement dated as of April 12, 2004 and amended as of
    September 30, 2004, by and among Venetian Casino Resort,
    LLC, as
    successor-by-merger
    to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as
    successor-in-interest
    to Lido Casino Resort, LLC, and GGP Limited Partnership
    (incorporated by reference from Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 and filed on
    May 9, 2008).10
.48

Second Amended and Restated Registration Rights Agreement, dated
    as of November 14, 2008, by and among Las Vegas Sands
    Corp., Dr. Miriam Adelson and the other Adelson Holders (as
    defined therein) that are party to the agreement from time to
    time (incorporated by reference from Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed on November 14, 2008).10
.49

Investor Rights Agreement, dated as of September 30, 2008,
    by and between Las Vegas Sands Corp. and the Investor named
    therein (incorporated by reference from Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008 and filed on
    November 10, 2008).10
.50

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
.51

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
.52

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
.53

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). 147




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##### Table of Contents



Exhibit No.

Description of Document10
.54

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
.55

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
.56

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
.57

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
.58

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
.59

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
.60

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
.61

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
.62

Aircraft Time Sharing Agreement, dated as of January 1,
    2005, by and between Interface Operations LLC and Las Vegas
    Sands Corp. (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 14, 2005).10
.63

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
.64

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
.65

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
.66

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
.67

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). 148




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##### Table of Contents



Exhibit No.

Description of Document10
.68

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
.69

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
    (incorporated by reference from Exhibit 10.59 to the
    Companys Annual Report on
    Form 10-K
    for year ended December 31, 2007 and filed on
    February 29, 2008).10
.70

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 (incorporated by reference from Exhibit 10.60 to
    the Companys Annual Report on
    Form 10-K
    for year ended December 31, 2007 and filed on
    February 29, 2008).10
.71

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
.72

Fourth Amended and Restated Reciprocal Easement, Use and
    Operating Agreement, dated as of February 29, 2008, by and
    among Interface Group  Nevada, Inc., Grand Canal
    Shops II, LLC, Phase II Mall Subsidiary, LLC, Venetian
    Casino Resort, LLC, and Palazzo Condo Tower, LLC (incorporated
    by reference from Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 and filed on
    May 9, 2008).10
.73

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
.74

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
.75

Convertible Note Purchase Agreement, dated as of September 30,
    2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson
    (incorporated by reference from Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended September 30, 2008 and filed on November 10,
    2008).10
.76

Note Conversion and Securities Purchase Agreement, dated as of
    November 10, 2008, between Las Vegas Sands Corp. and
    Dr. Miriam Adelson (incorporated by reference from
    Exhibit 1.2 to the Companys Current Report on
    Form 8-K filed on November 14, 2008).10
.77

Amendment to Note Conversion and Securities Purchase Agreement,
    dated as of November 10, 2008, between Las Vegas Sands
    Corp. and Dr. Miriam Adelson (incorporated by reference
    from Exhibit 1.3 to the Companys Current Report on
    Form 8-K filed on November 14, 2008).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. 149