##### Table of Contents



UNITED STATES
    SECURITIES & EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2009o

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 registration as
    specified in its charter)
   Nevada

27-0099920(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)3355 Las Vegas Boulevard South

89109Las Vegas, Nevada

(Zip Code)(Address of principal executive
    offices)    (702) 414-1000
 (Registrants telephone
    number, including area code)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   o þ
    LAS VEGAS SANDS CORP.
  Class

Outstanding at May 1, 2009Common Stock ($0.001 par value)

659,133,838 shares




---



##### 



LAS VEGAS
    SANDS CORP.
  Table of
    Contents
   
 PART I
    FINANCIAL INFORMATIONItem 1.


Financial Statements (unaudited)Condensed Consolidated Balance Sheets at
    March 31, 2009 and December 31, 2008


3Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2009 and 2008


4Condensed Consolidated Statements of Equity and
    Comprehensive Loss for the Year Ended December 31, 2008 and
    the Three Months Ended March 31, 2009


5Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2009 and 2008


6Notes to Condensed Consolidated Financial
    Statements


7Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


48Item 4.


Controls and Procedures


49PART II
    OTHER INFORMATIONItem 1.


Legal Proceedings


49Item 1A.


Risk Factors


49Item 6.


Exhibits


50Signatures


51EX-10.1EX-10.2EX-31.1EX-31.2EX-32.1EX-32.2   2




---



##### Table of Contents



ITEM 1 
    FINANCIAL
    STATEMENTS LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES



Condensed Consolidated Balance Sheets  March 31,


December 31,2009


2008(In thousands, except share data)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
2,758,472


$
3,038,163Restricted cash


101,921



194,816Accounts receivable, net


345,954



384,819Inventories


27,188



28,837Deferred income taxes


21,649



22,971Prepaid expenses and other


108,724



71,670Total current assets


3,363,908



3,741,276Property and equipment, net


12,136,005



11,868,228Deferred financing costs, net


145,899



158,776Deferred income taxes


31,890



44,189Leasehold interests in land, net


1,049,650



1,099,938Other assets, net


234,280



231,706Total assets

$
16,961,632


$
17,144,113LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
68,216


$
71,035Construction payables


684,763



736,713Accrued interest payable


7,479



14,750Other accrued liabilities


590,299



593,295Current maturities of long-term debt


134,116



114,623Total current liabilities


1,484,873



1,530,416Other long-term liabilities


77,695



61,677Deferred proceeds from sale of The Shoppes at The Palazzo


243,928



243,928Deferred gain on sale of The Grand Canal Shoppes


56,870



57,736Deferred rent from mall transactions


150,346



150,771Long-term debt


10,274,760



10,356,115Total liabilities


12,288,472



12,400,643Preferred stock, $0.001 par value, issued to Principal
    Stockholders family, 5,250,000 issued and outstanding,
    after allocation of fair value of attached warrants, aggregate
    redemption/liquidation value of $577,500


341,425



318,289Commitments and contingencies (Note 8)Equity:Preferred stock, $0.001 par value, 50,000,000 shares
    authorized, 4,372,199 and 5,196,300 issued and outstanding with
    warrants to purchase up to 72,870,129 and 86,605,173 shares
    of common stock


250,795



298,066Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 655,597,165 and 641,839,018 shares issued and
    outstanding


656



642Treasury stock, at cost, 2,253 shares


(13
)


Capital in excess of par value


3,148,556



3,090,292Accumulated other comprehensive income (loss)


(3,472
)


17,554Retained earnings


933,339



1,015,554Total Las Vegas Sands Corp. stockholders equity


4,329,861



4,422,108Noncontrolling interest


1,874



3,073Total equity


4,331,735



4,425,181Total liabilities and equity

$
16,961,632


$
17,144,113    3




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
 Condensed
    Consolidated Statements of Operations Three Months EndedMarch 31,2009


2008(In thousands, except shareand per share data)(Unaudited)Revenues:Casino

$
797,925


$
795,441Rooms


174,388



190,689Food and beverage


87,308



83,240Convention, retail and other


113,487



78,8581,173,108



1,148,228Less-promotional allowances


(94,046
)


(69,205
)Net revenues


1,079,062



1,079,023Operating expenses:Casino


548,897



519,468Rooms


33,767



40,281Food and beverage


42,642



41,040Convention, retail and other


59,243



44,967Provision for doubtful accounts


21,010



8,132General and administrative


121,303



142,953Corporate expense


23,424



25,537Rental expense


7,929



9,064Pre-opening expense


44,934



26,590Development expense


254



5,892Depreciation and amortization


139,249



113,413Loss on disposal of assets


131



5,1211,042,783



982,458Operating income


36,279



96,565Other income (expense):Interest income


5,549



5,465Interest expense, net of amounts capitalized


(71,118
)


(114,700
)Other income (expense)


(5,743
)


8,099Loss on early retirement of debt






(3,989
)Loss before income taxes


(35,033
)


(8,560
)Provision for income taxes


(813
)


(2,674
)Net loss


(35,846
)


(11,234
)Noncontrolling interest


1,240



Net loss attributable to Las Vegas Sands Corp.


(34,606
)


(11,234
)Dividends declared


(17,619
)


Accumulated but undeclared dividend requirement on preferred
    stock


(5,465
)


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


(23,136
)


Net loss attributable to common stockholders

$
(87,680
)

$
(11,234
)Basic and diluted loss per share

$
(0.14
)

$
(0.03
)Basic and diluted weighted average shares outstanding


647,802,932



355,274,537    4




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
 Condensed
    Consolidated Statements of Equity and Comprehensive
    Loss  Las Vegas Sands Corp. Stockholders EquityAccumulatedOtherCapital in


ComprehensivePreferred


Common


Treasury


Excess of


Income


Retained


NoncontrollingStock


Stock


Stock


Par Value


(Loss)


Earnings


Interest


Total(In thousands)(Unaudited)Balance at January 1, 2008

$



$
355


$



$
1,064,878


$
(2,493
)

$
1,197,534


$
4,926


$
2,265,200Net loss






















(163,558
)


(4,767
)


(168,325
)Currency translation adjustment


















20,047











20,047Total comprehensive loss






























(148,278
)Exercise of stock options






1







6,833















6,834Tax benefit from stock-based compensation














1,117















1,117Stock-based compensation














59,643















59,643Issuance of preferred and common stock and warrants, net of
    transaction costs


298,066



200







1,482,907















1,781,173Extinguishment of convertible senior notes






86







474,914















475,000Contribution from noncontrolling interest


























2,914



2,914Accumulated 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


298,066



642







3,090,292



17,554



1,015,554



3,073



4,425,181Net loss






















(34,606
)


(1,240
)


(35,846
)Currency translation adjustment


















(21,026
)










(21,026
)Total comprehensive loss






























(56,872
)Tax shortfall from stock-based compensation














(1,216
)














(1,216
)Stock-based compensation














12,223















12,223Purchase of treasury stock










(13
)


















(13
)Warrants exercised and settled with preferred stock


(47,271
)


14







47,257















Contribution from noncontrolling interest


























41



41Dividends declared






















(17,619
)






(17,619
)Accumulated 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






















(23,136
)






(23,136
)Balance at March 31, 2009

$
250,795


$
656


$
(13
)

$
3,148,556


$
(3,472
)

$
933,339


$
1,874


$
4,331,735    5




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
 Condensed
    Consolidated Statements of Cash Flows  Three Months EndedMarch 31,2009


2008(In thousands)(Unaudited)Cash flows from operating activities:Net loss

$
(35,846
)

$
(11,234
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


139,249



113,413Amortization of leasehold interests in land included in rental
    expense


6,490



6,595Amortization of deferred financing costs and original issue
    discount


8,940



9,874Amortization of deferred gain and rent


(1,291
)


(1,173
)Deferred rent from mall transactions






48,077Loss on early retirement of debt






3,989Loss on disposal of assets


131



5,121Stock-based compensation expense


11,596



9,821Provision for doubtful accounts


21,010



8,132Foreign exchange (gain) loss


363



(8,831
)Excess tax benefits from stock-based compensation






(1,326
)Deferred income taxes


12,405



(13,010
)Changes in operating assets and liabilities:Accounts receivable


17,237



(74,551
)Inventories


1,650



(4,133
)Prepaid expenses and other


(39,690
)


(13,142
)Leasehold interests in land


(309
)


(933
)Accounts payable


(2,719
)


456Accrued interest payable


(6,943
)


3,502Other accrued liabilities


13,442



(8,212
)Net cash provided by operating activities


145,715



72,435Cash flows from investing activities:Change in restricted cash


90,140



(27,115
)Capital expenditures


(523,841
)


(943,541
)Net cash used in investing activities


(433,701
)


(970,656
)Cash flows from financing activities:Proceeds from exercise of stock options






5,020Excess tax benefits from stock-based compensation






1,326Dividend paid to preferred stockholders


(24,473
)


Purchase of treasury stock


(13
)


Proceeds from long-term debt (Note 3)


177,429



2,105,196Repayments on long-term debt (Note 3)


(144,575
)


(1,372,421
)Proceeds from the sale of The Shoppes at The Palazzo






240,108Contribution from noncontrolling interest


41



Payments of deferred financing costs






(89,866
)Net cash provided by financing activities


8,409



889,363Effect of exchange rate on cash


(114
)


7,070Decrease in cash and cash equivalents


(279,691
)


(1,788
)Cash and cash equivalents at beginning of period


3,038,163



857,150Cash and cash equivalents at end of period

$
2,758,472


$
855,362Supplemental disclosure of cash flow information:Cash payments for interest, net of amounts capitalized

$
70,776


$
101,324Cash payments for taxes

$
600


$
Changes in construction payables

$
(51,950
)

$
(7,432
)Non-cash investing and financing activities:Capitalized stock-based compensation costs

$
627


$
1,046Accumulated 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

$
23,136


$
Warrants exercised and settled through tendering of preferred
    stock

$
47,271


$
    6




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
 NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  NOTE 1 
    ORGANIZATION
    AND BUSINESS OF COMPANY  Form 10-K
  Operations
  Las
    Vegas
      Macao
  20-year
 7




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  tm
  tm tm
  Development
    Projects
    United
    States Development Projects
  Sands
    Bethlehem
    124-acre
 8




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    St. Regis
    Residences
    Macao
    Development Projects
       9




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Singapore
    Development Project
   10




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Hengqin
    Island Development Project
    Other
    Development Projects
    Development
    Financing Strategy
     11




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    true-up true-up
  true-up)); and/or
  Recent
    Accounting Pronouncements
     12




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        No. FAS 142-3, No. 142-3 No. 142-3
  No. FAS 107-1 28-1, No. FAS 107-1 28-1 No. FAS 107-1 28-1
 13




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 2 
    PROPERTY
    AND EQUIPMENT, NET    March 31,


December 31,2009


2008Land and improvements

$
342,873


$
341,927Building and improvements


6,285,124



6,309,494Furniture, fixtures, equipment and leasehold improvements


1,584,226



1,547,261Transportation


322,774



322,194Construction in progress


4,833,445



4,438,21613,368,442



12,959,092Less  accumulated depreciation and amortization


(1,232,437
)


(1,090,864
)$
12,136,005


$
11,868,228     March 31,


December 31,2009


2008Marina Bay Sands

$
1,639,515


$
1,422,795Four Seasons Macao


276,215



255,373Other Macao Development Projects (principally Cotai Strip
    parcels 5 and 6)


1,930,245



1,917,547The Palazzo and The Shoppes at The Palazzo


170,964



166,450Sands Bethlehem


543,564



413,563Other


272,942



262,488$
4,833,445


$
4,438,216          14




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3 
    LONG-TERM
    DEBT    March 31,


December 31,2009


2008Corporate and U.S. Related:Senior Secured Credit Facility  Term B

$
2,947,500


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


595,500



597,000Senior Secured Credit Facility  Delayed Draw II


399,000



400,000Senior Secured Credit Facility  Revolving


775,860



775,8606.375% Senior Notes


248,665



248,608FF&E Facility


133,600



141,950Airplane Financings


84,875



85,797Other


5,462



5,765Macao Related:Macao Credit Facility  Term B


1,800,000



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


700,000



700,000Macao Credit Facility  Revolving


570,299



695,299Macao Credit Facility  Local Term


100,590



100,589Ferry Financing


224,972



218,564Other


11,054



11,054Singapore Related:Singapore Permanent Facility  A and B


1,793,737



1,735,252Singapore Permanent Facility  D


17,762



10,408,876



10,470,738Less  current maturities


(134,116
)


(114,623
)Total long-term debt

$
10,274,760


$
10,356,115   Corporate
    and U.S. Related Debt
  Senior
    Secured Credit Facility
      Macao
    Related Debt
  Macao
    Credit Facility
   15




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Singapore
    Related Debt
  Singapore
    Permanent Facilities
    Cash
    Flows from Financing Activities
    Three Months EndedMarch 31,2009


2008Proceeds from Singapore Permanent Facility

$
171,026


$
1,417,936Proceeds from Senior Secured Credit Facility






450,000Proceeds from Macao Credit Facility






75,300Proceeds from Ferry Financing


6,403



147,262Proceeds from FF&E Facility and Other Long-Term Debt






14,698$
177,429


$
2,105,196Repayments on Macao Credit Facility

$
(125,000
)

$
Repayments on Senior Secured Credit Facility


(10,000
)


(7,500
)Repayments on Singapore Bridge Facility






(1,356,807
)Repayments on FF&E Facility and Other Long-Term Debt


(8,653
)


(7,192
)Repayments on Airplane Financings


(922
)


(922
)$
(144,575
)

$
(1,372,421
)   NOTE 4 
    EQUITY
    AND LOSS PER SHARE  Preferred
    Stock and Warrants
       16




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Treasury
    Stock
    Accumulated
    Other Comprehensive Income (Loss) and Comprehensive Income
    (Loss)
    Loss
    Per Share
    Three Months EndedMarch 31,2009


2008Weighted-average common shares outstanding (used in the
    calculation of basic loss per share)


647,802,932



355,274,537Potential dilution from stock options, restricted stock and
    warrants






Weighted-average common and common equivalent shares (used in
    the calculations of diluted loss per share)


647,802,932



355,274,537Antidilutive stock options, restricted stock and warrants
    excluded from calculation of diluted loss per share


176,057,087



8,340,013   NOTE 5 
    INCOME
    TAXES         17




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 6 
    STOCK-BASED
    EMPLOYEE COMPENSATION    Three Months EndedMarch 31,2009


2008Compensation expense:Stock options

$
11,097


$
9,138Restricted shares


499



683$
11,596


$
9,821Compensation cost capitalized as part of property and equipment

$
627


$
1,046Stock options granted


5,599



1,773Weighted average grant date fair value

$
1.74


$
32.90Restricted shares granted


29



21Weighted average grant date fair value

$
4.67


$
73.59     Three Months EndedMarch 31,2009


2008Weighted average volatility


74.05
%


35.85
%Expected term (in years)


4.7



6.0Risk-free rate


2.65
%


2.96
%Expected dividends






   NOTE 7 
    FAIR
    VALUE MEASUREMENTS   18




---



##### Table of Contents



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

Fair Value Measurements at March 31, 2009 Using:Value at

Quoted Market

Significant Other

SignificantMarch 31,

Prices in Active

Observable Inputs

Unobservable Inputs2009

Markets (Level 1)

(Level 2)

(Level 3)Cash equivalents(1)

$
2,219,439


$
2,219,439


$



$
Interest rate caps(2)

$
1,050


$



$
1,050


$
     (1)
    
    The Company has short-term investments classified as cash
    equivalents as the original maturities are less than
    90 days.(2)
    
    The Company has 15 interest rate cap agreements with an
    aggregate fair value of approximately $1.1 million, based
    on quoted market values from the institutions holding the
    agreements as of March 31, 2009.  NOTE 8 
    COMMITMENTS
    AND CONTINGENCIES    The
    Palazzo Construction Litigation
    Litigation
    Relating to Macao Operations
  and/or
 19




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a/k/a
     20




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stockholder
    Derivative Litigation
      China
    Matters
    Singapore
    Development Project
    Cotai
    Strip Developments
   21




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 9 
    SEGMENT
    INFORMATION   22




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31,2009


2008Net RevenuesLas Vegas Operating Properties

$
317,504


$
351,573Macao:Sands Macao


224,412



268,250The Venetian Macao


483,653



455,741Four Seasons Macao


46,991



Other Asia


6,502



3,459Total net revenues

$
1,079,062


$
1,079,023Adjusted EBITDAR(1)Las Vegas Operating Properties

$
89,774


$
122,561Macao:Sands Macao


50,358



65,618The Venetian Macao


121,486



110,335Four Seasons Macao


4,368



Other Asia


(6,010
)


(10,262
)Total adjusted EBITDAR


259,976



288,252Other Operating Costs and ExpensesStock-based compensation expense


(7,776
)


(6,070
)Corporate expense


(23,424
)


(25,537
)Rental expense


(7,929
)


(9,064
)Pre-opening expense


(44,934
)


(26,590
)Development expense


(254
)


(5,892
)Depreciation and amortization


(139,249
)


(113,413
)Loss on disposal of assets


(131
)


(5,121
)Operating income


36,279



96,565Other Non-Operating Costs and ExpensesInterest income


5,549



5,465Interest expense, net of amounts capitalized


(71,118
)


(114,700
)Other income (expense)


(5,743
)


8,099Loss on early retirement of debt






(3,989
)Provision for income taxes


(813
)


(2,674
)Noncontrolling interest


1,240



Net loss attributable to Las Vegas Sands Corp.

$
(34,606
)

$
(11,234
)     (1)
    
    Adjusted EBITDAR is net 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, rental expense, corporate
    expense, stock-based compensation expense and noncontrolling
    interest. Adjusted EBITDAR is used by 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. 23




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Three Months Ended,March 31,2009


2008Capital ExpendituresCorporate and Other

$
110,582


$
65,694Las Vegas Operating Properties


33,732



233,068Macao:Sands Macao


3,503



15,188The Venetian Macao


2,662



30,332Four Seasons Macao


61,801



161,193Other Asia


9,216



22,875Other Development Projects


39,640



241,856Singapore


262,705



173,335Total capital expenditures

$
523,841


$
943,541   March 31,


December 31,2009


2008Total AssetsCorporate and Other

$
1,178,819


$
1,182,532Las Vegas Operating Properties


6,363,455



6,562,124Macao:Sands Macao


605,042



592,998The Venetian Macao


2,983,514



3,060,279Four Seasons Macao


995,289



973,892Other Asia


349,561



347,359Other Development Projects


1,967,195



2,015,386Singapore


2,518,757



2,409,543Total assets

$
16,961,632


$
17,144,113   NOTE 10 
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION   24




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Condensed
    Consolidating Balance Sheets
    March 31, 2009
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
104,423


$
2,185,042


$
469,007


$



$
2,758,472Restricted cash






6,219



95,702







101,921Intercompany receivables


6,380



70,748



4,349



(81,477
)


Accounts receivable, net


985



140,926



207,472



(3,429
)


345,954Inventories


1,293



13,696



12,199







27,188Deferred income taxes


942



20,558



149







21,649Prepaid expenses and other


75,806



11,851



21,067







108,724Total current assets


189,829



2,449,040



809,945



(84,906
)


3,363,908Property and equipment, net


146,783



4,086,950



7,902,272







12,136,005Investments in subsidiaries


4,190,084



1,687,933







(5,878,017
)


Deferred financing costs, net


1,239



44,669



99,991







145,899Intercompany receivables


458,376



1,377,139







(1,835,515
)


Intercompany notes receivable


94,505



87,010







(181,515
)


Deferred income taxes


55,897







228



(24,235
)


31,890Leasehold interests in land, net










1,049,650







1,049,650Other assets, net


2,874



31,577



199,829







234,280Total assets

$
5,139,587


$
9,764,318


$
10,061,915


$
(8,004,188
)

$
16,961,632Accounts payable

$
6,381


$
29,765


$
35,499


$
(3,429
)

$
68,216Construction payables






48,574



636,189







684,763Intercompany payables


70,748



4,349



6,380



(81,477
)


Accrued interest payable


2,149



402



4,928







7,479Other accrued liabilities


6,960



154,861



428,478







590,299Current maturities of long-term debt


3,686



65,050



65,380







134,116Total current liabilities


89,924



303,001



1,176,854



(84,906
)


1,484,873Other long-term liabilities


48,524



9,039



20,132







77,695Intercompany payables










1,835,515



(1,835,515
)


Intercompany notes payable










181,515



(181,515
)


Deferred amounts related to mall transactions






451,144











451,144Deferred income taxes






24,235







(24,235
)


Long-term debt


329,853



4,786,410



5,158,497







10,274,760Total liabilities


468,301



5,573,829



8,372,513



(2,126,171
)


12,288,472Preferred stock issued to Principal Stockholders family


341,425















341,425Total Las Vegas Sands Corp. stockholders equity


4,329,861



4,190,084



1,687,933



(5,878,017
)


4,329,861Noncontrolling interest






405



1,469







1,874Equity


4,329,861



4,190,489



1,689,402



(5,878,017
)


4,331,735Total liabilities and equity

$
5,139,587


$
9,764,318


$
10,061,915


$
(8,004,188
)

$
16,961,632  26




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED 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







11,868,228Investments 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



8,798



19,883







61,677Intercompany 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



5,636,819



8,285,754



(1,922,153
)


12,400,643Preferred stock issued to Principal Stockholders family


318,289















318,289Total Las Vegas Sands Corp. stockholders equity


4,422,108



4,105,980



1,642,651



(5,748,631
)


4,422,108Noncontrolling interest






405



2,668







3,073Equity


4,422,108



4,106,385



1,645,319



(5,748,631
)


4,425,181Total liabilities and equity

$
5,140,620


$
9,743,204


$
9,931,073


$
(7,670,784
)

$
17,144,113  27




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
 For the Three Months Ended March 31, 2009
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
129,819


$
668,106


$



$
797,925Rooms






122,949



51,439







174,388Food and beverage






47,095



40,213







87,308Convention, retail and other






44,867



73,410



(4,790
)


113,487



344,730



833,168



(4,790
)


1,173,108Less-promotional allowances


(158
)


(42,817
)


(50,159
)


(912
)


(94,046
)Net revenues


(158
)


301,913



783,009



(5,702
)


1,079,062Operating expenses:Casino






76,845



472,838



(786
)


548,897Rooms






26,585



7,182







33,767Food and beverage






19,160



25,124



(1,642
)


42,642Convention, retail and other






19,524



42,643



(2,924
)


59,243Provision for doubtful accounts






13,053



7,957







21,010General and administrative






62,437



59,216



(350
)


121,303Corporate expense


19,621



67



3,736







23,424Rental expense






1,417



6,512







7,929Pre-opening expense


290



92



44,552







44,934Development expense


146







108







254Depreciation and amortization


2,621



56,920



79,708







139,249(Gain) loss on disposal of assets






(60
)


191







13122,678



276,040



749,767



(5,702
)


1,042,783Operating income (loss)


(22,836
)


25,873



33,242







36,279Other income (expense):Interest income


4,539



2,620



174



(1,784
)


5,549Interest expense, net of amounts capitalized


(4,787
)


(29,501
)


(38,614
)


1,784



(71,118
)Other expense






(91
)


(5,652
)






(5,743
)Loss from equity investments in subsidiaries


(8,728
)


(10,145
)






18,873



Loss before income taxes


(31,812
)


(11,244
)


(10,850
)


18,873



(35,033
)Benefit (provision) for income taxes


(2,794
)


2,516



(535
)






(813
)Net loss


(34,606
)


(8,728
)


(11,385
)


18,873



(35,846
)Noncontrolling interest










1,240







1,240Net loss attributable to Las Vegas Sands Corp.

$
(34,606
)

$
(8,728
)

$
(10,145
)

$
18,873


$
(34,606
)  28




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operation
    For the Three Months Ended March 31, 2008
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
147,832


$
647,609


$



$
795,441Rooms






136,241



54,448







190,689Food and beverage






48,204



35,036







83,240Convention, retail and other






43,018



38,374



(2,534
)


78,858



375,295



775,467



(2,534
)


1,148,228Less-promotional allowances


(669
)


(28,407
)


(39,650
)


(479
)


(69,205
)Net revenues


(669
)


346,888



735,817



(3,013
)


1,079,023Operating expenses:Casino






78,491



441,428



(451
)


519,468Rooms






32,797



7,484







40,281Food and beverage






22,935



18,878



(773
)


41,040Convention, retail and other






22,493



24,143



(1,669
)


44,967Provision for doubtful accounts






7,703



429







8,132General and administrative






63,354



79,719



(120
)


142,953Corporate expense


23,959



297



1,281







25,537Rental expense






2,469



6,595







9,064Pre-opening expense


745



4,470



21,375







26,590Development expense


4,918







974







5,892Depreciation and amortization


2,167



48,871



62,375







113,413Loss on disposal of assets






4,184



937







5,12131,789



288,064



665,618



(3,013
)


982,458Operating income (loss)


(32,458
)


58,824



70,199







96,565Other income (expense):Interest income


1,412



2,807



3,030



(1,784
)


5,465Interest expense, net of amounts capitalized


(4,229
)


(55,900
)


(56,355
)


1,784



(114,700
)Other income (expense)






(168
)


8,267







8,099Loss on early retirement of debt










(3,989
)






(3,989
)Income from equity investments in subsidiaries


26,503



22,733







(49,236
)


Income (loss) before income taxes


(8,772
)


28,296



21,152



(49,236
)


(8,560
)Benefit (provision) for income taxes


(2,462
)


(1,793
)


1,581







(2,674
)Net income (loss) attributable to Las Vegas Sands Corp.

$
(11,234
)

$
26,503


$
22,733


$
(49,236
)

$
(11,234
)  29




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Three Months Ended March 31, 2009
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(15,814
)

$
32,993


$
128,536


$



$
145,715Cash flows from investing activities:Change in restricted cash






6



90,134







90,140Capital expenditures


(861
)


(56,697
)


(466,283
)






(523,841
)Dividend received from Guarantor Subsidiaries


13,416











(13,416
)


Intercompany receivables to non-guarantor subsidiaries


(55,000
)


(86,760
)






141,760



Repayments of receivable from Guarantor Subsidiaries


9,642











(9,642
)


Capital contributions to subsidiaries


(116,115
)


(66,032
)






182,147



Net cash used in investing activities


(148,918
)


(209,483
)


(376,149
)


300,849



(433,701
)Cash flows from financing activities:Dividends paid to preferred stockholders


(24,473
)














(24,473
)Purchase of treasury stock


(13
)














(13
)Capital contributions received






116,115



66,032



(182,147
)


Dividends paid to Las Vegas Sands Corp.






(13,416
)






13,416



Borrowings from Las Vegas Sands Corp.










55,000



(55,000
)


Borrowings from Guarantor Subsidiaries










86,760



(86,760
)


Repayments on borrowings from Las Vegas Sands Corp.






(9,642
)






9,642



Proceeds from Singapore permanent facility










171,026







171,026Proceeds from ferry financing










6,403







6,403Repayments on Macao credit facility










(125,000
)






(125,000
)Repayments on senior secured credit facility






(10,000
)










(10,000
)Repayments on airplane financings


(922
)














(922
)Repayments on FF&E facility and other
    long-term
    debt






(8,350
)


(303
)






(8,653
)Contribution from noncontrolling interest










41







41Net cash provided by (used in) financing activities


(25,408
)


74,707



259,959



(300,849
)


8,409Effect of exchange rate on cash










(114
)






(114
)Increase (decrease) in cash and cash equivalents


(190,140
)


(101,783
)


12,232







(279,691
)Cash and cash equivalents at beginning of period


294,563



2,286,825



456,775







3,038,163Cash and cash equivalents at end of period

$
104,423


$
2,185,042


$
469,007


$



$
2,758,472  30




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Three Months Ended March 31, 2008
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(40,795
)

$
60,617


$
52,613


$



$
72,435Cash flows from investing activities:Change in restricted cash






304



(27,419
)






(27,115
)Capital expenditures


(7,503
)


(209,091
)


(726,947
)






(943,541
)Repayments of receivable from Guarantor Subsidiaries


80,362











(80,362
)


Intercompany receivables to Guarantor Subsidiaries


(35,000
)










35,000



Intercompany receivables to non-guarantor subsidiaries






(308,820
)






308,820



Capital contributions to subsidiaries






(10,265
)






10,265



Net cash provided by (used in) investing activities


37,859



(527,872
)


(754,366
)


273,723



(970,656
)Cash flows from financing activities:Proceeds from exercise of stock options


5,020















5,020Excess tax benefits from stock-based compensation


1,326















1,326Capital contributions received










10,265



(10,265
)


Borrowings from Las Vegas Sands Corp.






35,000







(35,000
)


Borrowings from Guarantor Subsidiaries










308,820



(308,820
)


Repayments on borrowings from Las Vegas Sands Corp.






(80,362
)






80,362



Proceeds from Singapore permanent facility










1,417,936







1,417,936Proceeds from senior secured credit facility






450,000











450,000Proceeds from Macao credit facility










75,300







75,300Proceeds from ferry financing










147,262







147,262Proceeds from FF&E facility and other long-term debt










14,698







14,698Repayments on Singapore bridge facility










(1,356,807
)






(1,356,807
)Repayments on senior secured credit facility






(7,500
)










(7,500
)Repayments on FF&E facility and other long-term debt










(7,192
)






(7,192
)Repayments on airplane financings


(922
)














(922
)Proceeds from the sale of The Shoppes at The Palazzo






240,108











240,108Payments of deferred financing costs


(4
)


(9
)


(89,853
)






(89,866
)Net cash provided by financing activities


5,420



637,237



520,429



(273,723
)


889,363Effect of exchange rate on cash










7,070







7,070Increase (decrease) in cash and cash equivalents


2,484



169,982



(174,254
)






(1,788
)Cash and cash equivalents at beginning of period


73,489



129,684



653,977







857,150Cash and cash equivalents at end of period

$
75,973


$
299,666


$
479,723


$



$
855,362  31




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  ITEM 2 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-Q.
  Operations
    Las
    Vegas
  tm
     32




---



##### Table of Contents



Macao
  20-year
  tm
  tm
  Development
    Projects
    United
    States Development Projects
  Sands
    Bethlehem
   33




---



##### Table of Contents



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 have sequenced 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.
    Phase II of the project includes the second Sheraton tower
    and the St. Regis hotel and serviced luxury apartment hotel,
    along with additional meeting space and completion of the
    shopping mall. 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. We expect that
    if and when financing is obtained, it will take approximately 18
    months from that point to complete construction of phase I.
    Construction of phase II of the project has been 34




---



##### Table of Contents



suspended until conditions in the capital markets and general
    economic conditions improve. As of March 31, 2009, we have
    capitalized construction costs of $1.66 billion for this
    project (including $123.7 million in outstanding
    construction payables). We expect to spend approximately
    $455 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 with certainty. 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.  
    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 $117.7 million as of March 31, 2009. 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 and 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. 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 $37.4 million as
    of March 31, 2009. 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.    hotel/casino,
   35




---



##### Table of Contents



Singapore
    Development Project
    Other
    Development Projects
    Critical
    Accounting Policies and Estimates
  Form 10-K
   36




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Summary
    Financial Results
    Three Months Ended March 31,Percent2009


2008


Change(In thousands)Net revenues

$
1,079,062


$
1,079,023




%Operating expenses


1,042,783



982,458



6.1
%Operating income


36,279



96,565



(62.4
)%Loss before income taxes


(35,033
)


(8,560
)


309.3
%Net loss


(35,846
)


(11,234
)


219.1
%Net loss attributable to Las Vegas Sands Corp.


(34,606
)


(11,234
)


208.0
%   Percent of Net RevenuesThree MonthsEnded March 31,2009


2008Operating expenses


96.6
%


91.1
%Operating income


3.4
%


8.9
%Loss before income taxes


(3.2
)%


(0.8
)%Net loss


(3.3
)%


(1.0
)%Net loss attributable to Las Vegas Sands Corp.


(3.2
)%


(1.0
)%   Operating
    Results
  Key
    operating revenue measurements
      Casino revenue measurements for Las
    Vegas:
  Casino revenue measurements for Macao:
 37




---



##### Table of Contents



Actual win may vary from the statistical
    average.
  Hotel revenue measurements:
  Three
    Months Ended March 31, 2009 compared to the Three Months
    Ended March 31, 2008
  Operating
    Revenues
    Three Months Ended March 31,Percent2009


2008


Change(In thousands)Casino

$
797,925


$
795,441



0.3
%Rooms


174,388



190,689



(8.5
)%Food and beverage


87,308



83,240



4.9
%Convention, retail and other


113,487



78,858



43.9
%1,173,108



1,148,228



2.2
%Less  promotional allowances


(94,046
)


(69,205
)


35.9
%Total net revenues

$
1,079,062


$
1,079,023




%    38




---



##### Table of Contents



Three Months Ended March 31,2009


2008


Change(In thousands)Sands MacaoTotal casino revenues

$
219,473


$
264,360



(17.0
)%Non-Rolling Chip table games drop

$
612,864


$
723,555



(15.3
)%Non-Rolling Chip table games win percentage


18.8
%


20.1
%


(1.3
)ptsRolling Chip volume

$
5,133,848


$
5,608,398



(8.5
)%Rolling Chip win percentage


2.59
%


2.54
%


0.05
ptsSlot handle

$
277,436


$
253,498



9.4
%Slot hold percentage


7.0
%


8.4
%


(1.4
)ptsThe Venetian MacaoTotal casino revenues

$
413,229


$
383,250



7.8
%Non-Rolling Chip table games drop

$
854,346


$
880,070



(2.9
)%Non-Rolling Chip table games win percentage


21.9
%


19.5
%


2.4
ptsRolling Chip volume

$
8,693,889


$
8,707,010



(0.2
)%Rolling Chip win percentage


3.16
%


2.96
%


0.20
ptsSlot handle

$
558,504


$
372,918



49.8
%Slot hold percentage


7.6
%


8.5
%


(0.9
)ptsFour Seasons MacaoTotal casino revenues

$
35,404


$





%Non-Rolling Chip table games drop

$
86,712


$





%Non-Rolling Chip table games win percentage


23.2
%



%



ptsRolling Chip volume

$
559,117


$





%Rolling Chip win percentage


3.09
%



%



ptsSlot handle

$
43,922


$





%Slot hold percentage


5.4
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
129,819


$
147,831



(12.2
)%Table games drop

$
444,447


$
456,579



(2.7
)%Table games win percentage


20.6
%


25.3
%


(4.7
)ptsSlot handle

$
705,901


$
816,219



(13.5
)%Slot hold percentage


7.0
%


6.0
%


1.0
pts      39




---



##### Table of Contents



Three Months Ended March 31,2009


2008


Change(Room revenues in thousands)Las Vegas Operating PropertiesTotal room revenues

$
122,949


$
136,241



(9.8
)%Average daily room rate

$
214


$
264



(18.9
)%Occupancy rate


90.7
%


86.4
%


4.3
ptsRevenue per available room

$
194


$
228



(14.9
)%The Venetian MacaoTotal room revenues

$
41,073


$
47,690



(13.9
)%Average daily room rate

$
216


$
232



(6.9
)%Occupancy rate


77.2
%


78.6
%


(1.4
)ptsRevenue per available room

$
167


$
183



(8.7
)%Four Seasons MacaoTotal room revenues

$
3,691


$





%Average daily room rate

$
295


$





%Occupancy rate


38.6
%



%



ptsRevenue per available room

$
114


$





%      40




---



##### Table of Contents



Operating
    Expenses
    Three Months Ended March 31,Percent2009


2008


Change(In thousands)Casino

$
548,897


$
519,468



5.7
%Rooms


33,767



40,281



(16.2
)%Food and beverage


42,642



41,040



3.9
%Convention, retail and other


59,243



44,967



31.7
%Provision for doubtful accounts


21,010



8,132



158.4
%General and administrative


121,303



142,953



(15.1
)%Corporate expense


23,424



25,537



(8.3
)%Rental expense


7,929



9,064



(12.5
)%Pre-opening expense


44,934



26,590



69.0
%Development expense


254



5,892



(95.7
)%Depreciation and amortization


139,249



113,413



22.8
%Loss on disposal of assets


131



5,121



(97.4
)%Total operating expenses

$
1,042,783


$
982,458



6.1
%              41




---



##### Table of Contents



Adjusted
    EBITDAR
    Three Months Ended March 31,Percent2009


2008


Change(In thousands)Las Vegas Operating Properties

$
89,774


$
122,561



(26.8
)%Macao:Sands Macao


50,358



65,618



(23.3
)%The Venetian Macao


121,486



110,335



10.1
%Four Season Macao


4,368








%Other Asia


(6,010
)


(10,262
)


(41.4
)%Total adjusted EBITDAR

$
259,976


$
288,252



(9.8
)%            42




---



##### Table of Contents



Interest
    Expense
    Three Months Ended March 31,2009


2008(In thousands)Interest cost (which includes the amortization of deferred
    financing costs and original issue discount)

$
85,171


$
145,283Less  capitalized interest


(14,053
)


(30,583
)Interest expense, net

$
71,118


$
114,700Cash paid for interest

$
84,829


$
131,907Average total debt balance

$
10,469,500


$
8,080,723Weighted average interest rate


3.3
%


7.2
%     Other
    Factors Effecting Earnings
       43




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Three Months Ended March 31,2009


2008(In thousands)Net cash provided by operations

$
145,715


$
72,435Investing cash flows:Capital expenditures


(523,841
)


(943,541
)Change in restricted cash


90,140



(27,115
)Net cash used in investing activities


(433,701
)


(970,656
)Financing cash flows:Dividend paid to preferred stockholders


(24,473
)


Proceeds from long term-debt


177,429



2,105,196Repayments of long-term debt


(144,575
)


(1,372,421
)Other


28



156,588Net cash provided by financing activities


8,409



889,363Effect of exchange rate on cash


(114
)


7,070Net decrease in cash and cash equivalents

$
(279,691
)

$
(1,788
)   Cash
    Flows  Operating Activities
    Cash
    Flows  Investing Activities
     44




---



##### Table of Contents



Cash
    Flows  Financing Activities
    Development
    Financing Strategy
      true-up true-up
   45




---



##### Table of Contents



true-up)); and/or
  Aggregate
    Indebtedness and Other Known Contractual Obligations
  Form 10-K
  Restrictions
    on Distributions
    Inflation
    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; 46




---



##### Table of Contents




    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 and Macao;
    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 purchase and sale agreement for The
    Shoppes at The Palazzo, 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, avian flu or swine 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;
    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.   47




---



##### Table of Contents



ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Fair2010


2011


2012


2013


2014


Thereafter


Total


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

$



$



$



$



$



$
250.0


$
250.0


$
112.5Average interest rate(2)






















6.4
%


6.4
%Variable rate

$
134.1


$
309.1


$
1,575.8


$
2,656.6


$
1,213.5


$
4,271.2


$
10,160.3


$
6,815.0Average interest rate(2)


2.9
%


3.1
%


3.4
%


3.2
%


3.3
%


3.0
%


3.2
%ASSETSCap agreements(3)

$



$



$
0.9


$
0.1


$



$



$
1.0


$
1.0     (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
    Rate for variable-rate indebtedness. Based on variable-rate debt
    levels as of March 31, 2009, an assumed 100 basis
    point change in LIBOR, HIBOR and Singapore SWAP Offer Rate would
    cause our annual interest cost to change approximately
    $102.1 million.(3)
    
    As of March 31, 2009, we have 15 interest rate cap
    agreements with an aggregate fair value of approximately
    $1.0 million based on quoted market values from the
    institutions holding the agreements.   48




---



##### Table of Contents



ITEM 4 
    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-Q
 Part II
    OTHER INFORMATION  ITEM 1 
    LEGAL
    PROCEEDINGS  Form 10-K Form 10-Q.
  ITEM 1A 
    RISK
    FACTORS  Form 10-K
 49




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  ITEM 6 
    EXHIBITS  List of
    Exhibits
  Exhibit No.

Description of Document10
.1

First Amendment to Credit and Guaranty Agreement, dated as of
    April 15, 2009, among Las Vegas Sands Corp., Las Vegas
    Sands, LLC, certain domestic subsidiaries as guarantors, The
    Bank of Nova Scotia, as administrative agent for the lenders and
    Goldman Sachs Lending Partners LLC, as
    sub-agent
    and auction manager.10
.2

Employment Agreement, dated as of March 11, 2009, among Las
    Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven.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.  50




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  SIGNATURES
  Form 10-Q
    By:
    /s/  Sheldon
    G. Adelson        By:
    /s/  Kenneth
    J. Kay      51




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  EXHIBIT INDEX
  Exhibit No.

Description of Document10
.1

First Amendment to Credit and Guaranty Agreement, dated as of
    April 15, 2009, among Las Vegas Sands Corp., Las Vegas
    Sands, LLC, certain domestic subsidiaries as guarantors, The
    Bank of Nova Scotia, as administrative agent for the lenders and
    Goldman Sachs Lending Partners LLC, as
    sub-agent
    and auction manager.10
.2

Employment Agreement, dated as of March 11, 2009, among Las
    Vegas Sands Corp., Las Vegas Sands, LLC and Michael A. Leven.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.  52