##### 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
    September 30, 2008o

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(State or other jurisdiction
    of
    incorporation or organization)

27-0099920(I.R.S. Employer
    Identification No.)3355 Las Vegas Boulevard South
    Las Vegas, Nevada(Address of principal
    executive offices)

89109(Zip
    Code)   (702) 414-1000
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    LAS VEGAS SANDS CORP.
  Class

Outstanding at October 31, 2008Common Stock ($0.001 par value)

355,476,161 shares




---



##### 



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


Financial Statements (unaudited)Condensed Consolidated Balance Sheets at
    September 30, 2008 and December 31, 2007


3Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2008 and
    2007


4Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2008 and 2007


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


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


37Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


60Item 4.


Controls and Procedures


62PART II
    OTHER INFORMATIONItem 1.


Legal Proceedings


62Item 1A.


Risk Factors


62Item 4.


Submission of Matters to a Vote of Security
    Holders


67Item 5.


Other Information


67Item 6.


Exhibits


68Signatures


69EX-4.1EX-4.2EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



ITEM 1 
    FINANCIAL
    STATEMENTS LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES  Condensed Consolidated Balance Sheets
  September 30,


December 31,2008


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

$
1,275,975


$
857,150Restricted cash


239,144



232,944Accounts receivable, net


333,176



187,195Inventories


27,284



19,902Deferred income taxes


83,871



32,471Prepaid expenses and other


37,525



49,424Total current assets


1,996,975



1,379,086Property and equipment, net


11,275,621



8,574,614Deferred financing costs, net


172,186



107,338Restricted cash






178,824Deferred income taxes


1,821



Leasehold interests in land, net


1,077,487



1,069,609Other assets, net


235,322



157,046Total assets

$
14,759,412


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

$
96,345


$
99,023Construction payables


833,842



717,541Accrued interest payable


13,305



11,465Other accrued liabilities


679,176



610,911Current maturities of long-term debt


99,314



54,333Total current liabilities


1,721,982



1,493,273Other long-term liabilities


47,073



28,674Deferred income taxes


7,145



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


243,928



Deferred gain on sale of The Grand Canal Shoppes


58,602



61,200Deferred rent from mall transactions


151,195



103,546Long-term debt


10,251,106



7,517,997Total liabilities


12,481,031



9,206,243Commitments and contingencies (Note 10)Stockholders equity:Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 355,465,886 and 355,271,070 shares issued and
    outstanding


355



355Capital in excess of par value


1,116,755



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


15,975



(2,493
)Retained earnings


1,145,296



1,197,534Total stockholders equity


2,278,381



2,260,274Total liabilities and stockholders equity

$
14,759,412


$
11,466,517    3




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  Condensed
    Consolidated Statements of Operations
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(In thousands, except share and per share data)(Unaudited)Revenues:Casino

$
805,258


$
508,522


$
2,404,973


$
1,433,135Rooms


188,794



96,718



575,172



289,588Food and beverage


91,025



50,032



272,315



162,129Convention, retail and other


123,233



39,058



290,791



113,3971,208,310



694,330



3,543,251



1,998,249Less-promotional allowances


(102,876
)


(33,380
)


(246,680
)


(96,155
)Net revenues


1,105,434



660,950



3,296,571



1,902,094Operating expenses:Casino


580,755



341,975



1,639,849



904,440Rooms


36,436



23,574



116,663



67,219Food and beverage


46,035



28,485



136,578



79,011Convention, retail and other


69,013



22,939



164,622



59,511Provision for doubtful accounts


8,859



4,283



22,960



24,516General and administrative


130,192



80,244



421,051



198,915Corporate expense


23,390



23,444



82,529



66,657Rental expense


8,437



8,136



25,573



23,141Pre-opening expense


40,777



90,447



105,470



153,224Development expense


1,153



3,621



11,504



7,227Depreciation and amortization


132,239



54,309



364,753



121,262(Gain) loss on disposal of assets


(47
)


287



6,977



5261,077,239



681,744



3,098,529



1,705,649Operating income (loss)


28,195



(20,794
)


198,042



196,445Other income (expense):Interest income


3,215



26,890



11,813



60,906Interest expense, net of amounts capitalized


(90,535
)


(72,607
)


(293,709
)


(161,628
)Other income


7,209



17,052



11,624



7,715Loss on early retirement of debt










(4,022
)


(10,705
)Income (loss) before income taxes and noncontrolling interest


(51,916
)


(49,459
)


(76,252
)


92,733Benefit (provision) for income taxes


19,425



952



19,533



(15,928
)Noncontrolling interest


283







4,481



Net income (loss)

$
(32,208
)

$
(48,507
)

$
(52,238
)

$
76,805Basic earnings (loss) per share

$
(0.09
)

$
(0.14
)

$
(0.15
)

$
0.22Diluted earnings (loss) per share

$
(0.09
)

$
(0.14
)

$
(0.15
)

$
0.22Weighted average shares outstanding:Basic


355,393,259



354,856,121



355,344,306



354,716,730Diluted


355,393,259



354,856,121



355,344,306



357,094,808    4




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  Condensed
    Consolidated Statements of Cash Flows
  Nine Months EndedSeptember 30,2008


2007(In thousands)(Unaudited)Cash flows from operating activities:Net income (loss)

$
(52,238
)

$
76,805Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


364,753



121,262Amortization of leasehold interests in land included in rental
    expense


19,982



16,117Amortization of deferred financing costs and original issue
    discount


24,236



18,913Amortization of deferred gain and rent


(3,792
)


(3,519
)Deferred rent from mall transactions (Note 7)


48,843



Loss on early retirement of debt


4,022



10,705Loss on disposal of assets


6,977



526Stock-based compensation expense


39,219



22,814Provision for doubtful accounts


22,960



24,516Foreign exchange gain


(20,432
)


(9,960
)Excess tax benefits from stock-based compensation


(1,626
)


(5,865
)Deferred income taxes


(47,629
)


(14,761
)Changes in operating assets and liabilities:Accounts receivable


(168,161
)


(3,140
)Inventories


(7,339
)


(3,623
)Prepaid expenses and other


(63,783
)


(97,908
)Leasehold interests in land


(19,060
)


(208,604
)Accounts payable


(2,883
)


17,080Accrued interest payable


1,802



198Other accrued liabilities


71,292



271,979Income taxes payable






(14,292
)Net cash provided by operating activities


217,143



219,243Cash flows from investing activities:Changes in restricted cash


174,297



694,682Capital expenditures


(2,908,396
)


(2,722,067
)Acquisition of gaming license included in other assets






(50,000
)Net cash used in investing activities


(2,734,099
)


(2,077,385
)Cash flows from financing activities:Proceeds from exercise of stock options


6,833



23,862Excess tax benefits from stock-based compensation


1,626



5,865Proceeds from convertible senior notes from related party


475,000



Proceeds from long-term debt (Note 4)


4,002,320



4,875,501Repayments on long-term debt (Note 4)


(1,713,098
)


(1,766,189
)Proceeds from the sale of The Shoppes at The Palazzo
    (Note 7)


243,928



Payments of deferred financing costs


(92,547
)


(72,178
)Net cash provided by financing activities


2,924,062



3,066,861Effect of exchange rate on cash


11,719



2,862Increase in cash and cash equivalents


418,825



1,211,581Cash and cash equivalents at beginning of period


857,150



468,066Cash and cash equivalents at end of period

$
1,275,975


$
1,679,647Supplemental disclosure of cash flow information:Cash payments for interest

$
368,214


$
311,516Cash payments for taxes

$
290


$
60,000Non-cash investing and financing activities:Changes in construction payables

$
116,301


$
392,963Changes in other accrued liabilities related to property and
    equipment asset acquisitions

$
13,000


$
62,313    5




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  NOTE 1 
    ORGANIZATION
    AND BUSINESS OF COMPANY  Form 8-K
  Operations
    20-year
  tm
  tm
  Development
    Projects
   6




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    United
    States Development Projects
  St. Regis
    Residences
    Sands
    Bethlehem
    124-acre
  Macao
    Development Projects
   7




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    project-level
       8




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Singapore
    Development Project
    Hengqin
    Island Development Project
    Other
    Development Projects
    Development
    Financing Strategy
   9




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##### Table of Contents



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




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    true-up));
  true-up true-up,
  true-up
 11




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
    instrument-by-instrument
 12




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          No. 142-3, No. 142-3 No. 142-3
  No. 14-1, No. 14-1 No. 14-1
 13




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 14-1
  Other
    First Quarter Charges
    NOTE 2 
    STOCKHOLDERS
    EQUITY AND EARNINGS (LOSS) PER SHARE    Balance at December 31, 2007

$
2,260,274Net loss


(52,238
)Stock-based compensation


43,413Proceeds from exercise of stock options


6,833Tax benefit from stock-based compensation


1,631Change in accumulated other comprehensive income


18,468Balance at September 30, 2008

$
2,278,381       Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Weighted-average common shares outstanding (used in the
    calculation of basic earnings (loss) per share)


355,393,259



354,856,121



355,344,306



354,716,730Potential dilution from stock options and restricted stock














2,378,078Weighted-average common and common equivalent shares (used in
    the calculations of diluted earnings (loss) per share)


355,393,259



354,856,121



355,344,306



357,094,808Antidilutive stock options and restricted stock excluded from
    calculation of diluted earnings (loss) per share


10,580,996



6,974,935



10,580,996



965,900  14




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3 
    PROPERTY
    AND EQUIPMENT    September 30,


December 31,2008


2007Land and improvements

$
339,098


$
297,678Building and improvements


6,375,097



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


1,415,860



1,013,138Transportation


316,235



176,897Construction in progress


3,786,115



3,258,75012,232,405



9,182,397Less  accumulated depreciation and amortization


(956,784
)


(607,783
)$
11,275,621


$
8,574,614     September 30,


December 31,2008


2007The Venetian Macao

$
27,782


$
110,759Four Seasons Macao


211,805



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


1,657,261



714,701Marina Bay Sands


1,189,218



552,850The Palazzo and The Shoppes at The Palazzo


214,625



1,363,045Sands Bethlehem


312,810



66,898St. Regis Residences


71,768



5,436Other


100,846



85,172$
3,786,115


$
3,258,750          15




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 4 
    LONG-TERM
    DEBT    September 30,


December 31,2008


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

$
2,962,500


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


598,500



New Senior Secured Credit Facility  Revolving


775,860



Convertible Senior Notes


475,000



6.375% Senior Notes


248,551



248,380FF&E Financings


150,300



61,416Airplane Financings


86,719



89,484Other


5,917



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


693,732



251,000Macao Credit Facility  Local Term


100,408



100,000Ferry Financing


176,739



Other


11,034



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


1,565,160



Singapore Bridge Facility  Term Loan






594,404Singapore Bridge Facility  Floating Rate Notes






729,35510,350,420



7,572,330Less  current maturities


(99,314
)


(54,333
)Total long-term debt

$
10,251,106


$
7,517,997   Corporate
    and U.S. Related Debt
  New
    Senior Secured Credit Facility
    Convertible
    Senior Notes
   16




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Macao
    Related Debt
  Ferry
    Financing
  18-month
    Singapore
    Related Debt
   17




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Singapore
    Permanent Facilities
             18




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    Flows from Financing Activities
    Nine Months EndedSeptember 30,2008


2007Proceeds from Singapore Permanent Facility

$
1,558,091


$
Proceeds from Singapore Bridge Facility






332,002Proceeds from New Senior Secured Credit Facility 
    Term B and Delayed Draw I


600,000



3,000,000Proceeds from New Senior Secured Credit Facility 
    Revolving


1,075,860



Proceeds from Macao Credit Facility


442,732



1,300,000Proceeds from Ferry Financing


176,739



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


148,898



37,249Proceeds from Airplane Financings






92,250Proceeds from Senior Secured Credit Facility 
    Revolving






62,000Proceeds from The Shoppes at The Palazzo Construction Loan






52,000$
4,002,320


$
4,875,501Repayments on Singapore Bridge Facility

$
(1,329,737
)

$
Repayments on New Senior Secured Credit Facility 
    Revolving


(300,000
)


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


(24,000
)


(7,500
)Repayments on FF&E Financings and Other Long-Term Debt


(56,596
)


(7,349
)Repayments on Airplane Financings


(2,765
)


(1,844
)Repayment on Senior Secured Credit Facility  Term B
    and Term B Delayed






(1,170,000
)Repayment on Senior Secured Credit Facility  Revolving






(322,128
)Repayment on The Shoppes at The Palazzo Construction Loan






(166,500
)Repayments on Sands Expo Center Mortgage Loan






(90,868
)$
(1,713,098
)

$
(1,766,189
)   NOTE 5 
    INCOME
    TAXES     19




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Compensation expense:Stock options

$
14,586


$
9,139


$
36,999


$
21,117Restricted shares


800



683



2,220



1,697$
15,386


$
9,822


$
39,219


$
22,814Compensation cost capitalized as part of property and equipment

$
1,623


$
1,045


$
4,194


$
2,326Stock options granted


288



193



4,443



3,102Weighted average grant date fair value

$
18.49


$
38.88


$
29.82


$
31.67Restricted shares granted










27



51Weighted average grant date fair value

$



$



$
71.67


$
86.56     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Weighted average volatility


35.85
%


30.17
%


35.85
%


30.67
%Expected term (in years)


6.7



6.0



6.3



6.0Risk-free rate


2.96
%


4.75
%


2.96
%


4.53
%Expected dividends














   NOTE 7 
    MALL
    SALE  30-month
 20




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    89-year
    NOTE 8 
    LAS VEGAS
    RESTAURANT JOINT VENTURES   21




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##### Table of Contents



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

$
37,458Operating expenses


36,237Pre-opening expense


3,442Depreciation and amortization


3,797Operating loss


(6,018
)Interest expense, net


(398
)Noncontrolling interest


4,481Net loss

$
(1,935
)   NOTE 9 
    FAIR
    VALUE MEASUREMENTS      Total Carrying

Fair Value Measurements at September 30, 2008 Using:Value at

Quoted Market

Significant Other

SignificantSeptember 30,

Prices in Active

Observable Inputs

Unobservable Inputs2008

Markets (Level 1)

(Level 2)

(Level 3)Cash and cash equivalents(1)

$
706,827


$
706,827


$



$
Interest rate caps(2)

$
2,932


$



$
2,932


$
     (1)
    
    The Company has short-term investments classified as cash and
    cash equivalents as the original maturities are less than
    90 days.(2)
    
    The Company has twelve interest rate cap agreements with an
    aggregate fair value of approximately $2.9 million, based
    on quoted market values from the institutions holding the
    agreements as of September 30, 2008.  NOTE 10 
    COMMITMENTS AND CONTINGENCIES
   22




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The
    Palazzo Construction Litigation
    Litigation
    Relating to Macao Operations
   23




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
      Singapore
    Development Project
   24




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Commitments
    NOTE 11 
    SEGMENT
    INFORMATION   25




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Net RevenuesLas Vegas Operating Properties

$
307,965


$
212,103


$
1,007,942


$
725,459Macao:Sands Macao


248,444



298,756



784,943



1,026,544The Venetian Macao


522,409



150,091



1,471,823



150,091Four Seasons Macao


20,303







20,303



Other Asia


6,313







11,560



Total net revenues

$
1,105,434


$
660,950


$
3,296,571


$
1,902,094Adjusted EBITDAR(1)Las Vegas Operating Properties

$
73,316


$
60,183


$
302,497


$
255,506Macao:Sands Macao


42,591



77,574



162,283



296,463The Venetian Macao


135,737



26,520



386,227



26,520Four Seasons Macao


2,963







2,963



Other Asia


(10,848
)






(34,086
)


Total adjusted EBITDAR


243,759



164,277



819,884



578,489Other Operating Costs and ExpensesStock-based compensation expense


(9,615
)


(4,827
)


(25,036
)


(10,007
)Corporate expense


(23,390
)


(23,444
)


(82,529
)


(66,657
)Rental expense


(8,437
)


(8,136
)


(25,573
)


(23,141
)Pre-opening expense


(40,777
)


(90,447
)


(105,470
)


(153,224
)Development expense


(1,153
)


(3,621
)


(11,504
)


(7,227
)Depreciation and amortization


(132,239
)


(54,309
)


(364,753
)


(121,262
)Gain (loss) on disposal of assets


47



(287
)


(6,977
)


(526
)Operating income (loss)


28,195



(20,794
)


198,042



196,445Other Non-Operating Costs and ExpensesInterest income


3,215



26,890



11,813



60,906Interest expense, net of amounts capitalized


(90,535
)


(72,607
)


(293,709
)


(161,628
)Other income


7,209



17,052



11,624



7,715Loss on early retirement of debt










(4,022
)


(10,705
)Benefit (provision) for income taxes


19,425



952



19,533



(15,928
)Noncontrolling interest


283







4,481



Net income (loss)

$
(32,208
)

$
(48,507
)

$
(52,238
)

$
76,805     (1)
    
    Adjusted EBITDAR is net income (loss) before interest, income
    taxes, depreciation and amortization, pre-opening expense,
    development expense, other income, loss on early retirement of
    debt, (gain) loss on disposal of assets, rental expense,
    corporate expense, stock-based compensation expense included in
    general and administrative 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.  26




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine Months Ended,September 30,2008


2007Capital ExpendituresCorporate and Other

$
269,260


$
96,161Las Vegas Operating Properties


543,162



905,437Macao:Sands Macao


30,192



86,503The Venetian Macao


109,114



883,427Four Seasons Macao


471,955



128,023Other Asia


58,021



97,341Other Development Projects


851,929



306,242Singapore


574,763



218,933Total capital expenditures

$
2,908,396


$
2,722,067   September 30,


December 31,2008


2007Total AssetsCorporate and Other

$
653,301


$
447,556Las Vegas Operating Properties


5,135,133



4,139,040Macao:Sands Macao


603,731



550,479The Venetian Macao


3,137,546



3,158,091Four Seasons Macao


872,563



391,506Other Asia


368,244



218,419Other Development Projects


1,839,197



645,138Singapore


2,149,697



1,916,288Total assets

$
14,759,412


$
11,466,517   NOTE 12 
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION   27




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     28




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Condensed
    Consolidating Balance Sheets
    September 30, 2008
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
4,660


$
743,844


$
527,471


$



$
1,275,975Restricted cash






4,683



234,461







239,144Intercompany receivables


24,104



2,731



9,312



(36,147
)


Accounts receivable, net


2,173



126,743



207,519



(3,259
)


333,176Inventories


970



13,475



12,839







27,284Deferred income taxes


19,061



61,826



2,984







83,871Prepaid expenses and other


3,968



7,784



26,088



(315
)


37,525Total current assets


54,936



961,086



1,020,674



(39,721
)


1,996,975Property and equipment, net


164,231



4,122,202



6,989,188







11,275,621Investment in subsidiaries


2,747,277



1,609,607







(4,356,884
)


Deferred financing costs, net


6,339



50,234



115,613







172,186Intercompany receivables


79,129



1,196,062







(1,275,191
)


Intercompany notes receivable


74,119



93,876







(167,995
)


Deferred income taxes


5,707



1,667



172



(5,725
)


1,821Leasehold interests in land, net










1,077,487







1,077,487Other assets, net


3,152



32,533



199,637







235,322Total assets

$
3,134,890


$
8,067,267


$
9,402,771


$
(5,845,516
)

$
14,759,412Accounts payable

$
8,545


$
46,152


$
44,907


$
(3,259
)

$
96,345Construction payables






112,493



721,349







833,842Intercompany payables


2,731



9,312



24,104



(36,147
)


Accrued interest payable


2,230



1,893



9,182







13,305Other accrued liabilities


6,197



186,386



486,593







679,176Income taxes payable










315



(315
)


Current maturities of long-term debt


3,688



57,399



38,227







99,314Total current liabilities


23,391



413,635



1,324,677



(39,721
)


1,721,982Other long-term liabilities


26,536



9,999



10,538







47,073Deferred income taxes






12,870







(5,725
)


7,145Deferred amounts related to mall transactions






453,725











453,725Intercompany payables










1,275,191



(1,275,191
)


Intercompany notes payable










167,995



(167,995
)


Long-term debt


806,582



4,429,761



5,014,763







10,251,106Total liabilities


856,509



5,319,990



7,793,164



(1,488,632
)


12,481,031Stockholders equity


2,278,381



2,747,277



1,609,607



(4,356,884
)


2,278,381Total liabilities and stockholders equity

$
3,134,890


$
8,067,267


$
9,402,771


$
(5,845,516
)

$
14,759,412  29




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED 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 interests 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  30




---



##### 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 September 30, 2008
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
113,175


$
692,083


$



$
805,258Rooms






130,487



58,307







188,794Food and beverage






46,067



44,958







91,025Convention, retail and other






45,768



79,262



(1,797
)


123,233



335,497



874,610



(1,797
)


1,208,310Less-promotional allowances


(224
)


(44,115
)


(57,780
)


(757
)


(102,876
)Net revenues


(224
)


291,382



816,830



(2,554
)


1,105,434Operating expenses:Casino






80,057



501,309



(611
)


580,755Rooms






29,093



7,343







36,436Food and beverage






20,933



26,856



(1,754
)


46,035Convention, retail and other






19,936



49,077







69,013Provision for doubtful accounts






4,799



4,060







8,859General and administrative






68,486



61,895



(189
)


130,192Corporate expense


13,537



90



9,763







23,390Rental expense






1,746



6,691







8,437Pre-opening expense


595



1,637



38,545







40,777Development expense


(343
)






1,496







1,153Depreciation and amortization


2,633



58,460



71,146







132,239(Gain) loss on disposal of assets






(63
)


16







(47
)16,422



285,174



778,197



(2,554
)


1,077,239Operating income (loss)


(16,646
)


6,208



38,633







28,195Other income (expense):Interest income


1,274



2,486



1,807



(2,352
)


3,215Interest expense, net of amounts capitalized


(6,836
)


(50,424
)


(35,627
)


2,352



(90,535
)Other income (expense)






(873
)


8,082







7,209Income (loss) from equity investment in subsidiaries


(12,200
)


13,519







(1,319
)


Income (loss) before income taxes


(34,408
)


(29,084
)


12,895



(1,319
)


(51,916
)Benefit for income taxes


2,200



16,884



341







19,425Noncontrolling interest










283







283Net income (loss)

$
(32,208
)

$
(12,200
)

$
13,519


$
(1,319
)

$
(32,208
)  31




---



##### 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 September 30, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
83,094


$
425,428


$



$
508,522Rooms






83,027



13,691







96,718Food and beverage






27,300



22,915



(183
)


50,032Convention, retail and other


12,924



28,309



11,300



(13,475
)


39,05812,924



221,730



473,334



(13,658
)


694,330Less-promotional allowances


(211
)


(18,674
)


(14,495
)






(33,380
)Net revenues


12,713



203,056



458,839



(13,658
)


660,950Operating expenses:Casino






46,487



295,625



(137
)


341,975Rooms






20,524



3,050







23,574Food and beverage






15,129



13,908



(552
)


28,485Convention, retail and other






15,180



7,759







22,939Provision for doubtful accounts






3,298



985







4,283General and administrative






58,070



35,143



(12,969
)


80,244Corporate expense


23,225



82



137







23,444Rental expense






1,881



6,255







8,136Pre-opening expense


2,272



3,720



84,455







90,447Development expense


2,731







890







3,621Depreciation and amortization


1,894



25,213



27,202







54,309Gain (loss) on disposal of assets






(32
)


319







28730,122



189,552



475,728



(13,658
)


681,744Operating income (loss)


(17,409
)


13,504



(16,889
)






(20,794
)Other income (expense):Interest income


2,602



16,622



9,464



(1,798
)


26,890Interest expense, net of amounts capitalized


(5,730
)


(36,475
)


(32,200
)


1,798



(72,607
)Other income (expense)






(601
)


17,653







17,052Loss from equity investment in subsidiaries


(24,751
)


(20,174
)






44,925



Loss before income taxes


(45,288
)


(27,124
)


(21,972
)


44,925



(49,459
)Benefit (provision) for income taxes


(3,219
)


2,373



1,798







952Net loss

$
(48,507
)

$
(24,751
)

$
(20,174
)

$
44,925


$
(48,507
)  32




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Nine Months Ended September 30, 2008
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
387,495


$
2,017,478


$



$
2,404,973Rooms






409,153



166,019







575,172Food and beverage






145,428



126,887







272,315Convention, retail and other






133,290



162,198



(4,697
)


290,791



1,075,366



2,472,582



(4,697
)


3,543,251Less-promotional allowances


(1,437
)


(105,516
)


(137,645
)


(2,082
)


(246,680
)Net revenues


(1,437
)


969,850



2,334,937



(6,779
)


3,296,571Operating expenses:Casino






235,777



1,405,858



(1,786
)


1,639,849Rooms






93,371



23,292







116,663Food and beverage






67,178



73,873



(4,473
)


136,578Convention, retail and other






61,831



102,791







164,622Provision for doubtful accounts






17,948



5,012







22,960General and administrative






203,428



218,143



(520
)


421,051Corporate expense


67,913



562



14,054







82,529Rental expense






5,591



19,982







25,573Pre-opening expense


2,716



7,827



94,927







105,470Development expense


1,621







9,883







11,504Depreciation and amortization


7,230



160,517



197,006







364,753Loss on disposal of assets






5,915



1,062







6,97779,480



859,945



2,165,883



(6,779
)


3,098,529Operating income (loss)


(80,917
)


109,905



169,054







198,042Other income (expense):Interest income


3,995



7,485



6,200



(5,867
)


11,813Interest expense, net of amounts capitalized


(15,389
)


(150,953
)


(133,234
)


5,867



(293,709
)Other income (expense)


(39
)


(1,305
)


12,968







11,624Loss on early retirement of debt










(4,022
)






(4,022
)Income from equity investment in subsidiaries


41,848



57,759







(99,607
)


Income (loss) before income taxes


(50,502
)


22,891



50,966



(99,607
)


(76,252
)Benefit (provision) for income taxes


(1,736
)


18,957



2,312







19,533Noncontrolling interest










4,481







4,481Net income (loss)

$
(52,238
)

$
41,848


$
57,759


$
(99,607
)

$
(52,238
)  33




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Nine Months Ended September 30, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
288,125


$
1,145,010


$



$
1,433,135Rooms






272,381



17,207







289,588Food and beverage






105,057



57,451



(379
)


162,129Convention, retail and other


38,909



100,018



14,566



(40,096
)


113,39738,909



765,581



1,234,234



(40,475
)


1,998,249Less-promotional allowances


(658
)


(55,241
)


(40,256
)






(96,155
)Net revenues


38,251



710,340



1,193,978



(40,475
)


1,902,094Operating expenses:Casino






142,619



762,105



(284
)


904,440Rooms






63,985



3,234







67,219Food and beverage






52,983



27,216



(1,188
)


79,011Convention, retail and other






50,068



9,443







59,511Provision for doubtful accounts






23,643



873







24,516General and administrative






167,408



70,510



(39,003
)


198,915Corporate expense


66,119



229



309







66,657Rental expense






6,158



16,983







23,141Pre-opening expense


2,272



6,366



144,586







153,224Development expense


4,237







2,990







7,227Depreciation and amortization


4,494



66,901



49,867







121,262Loss on disposal of assets






158



368







52677,122



580,518



1,088,484



(40,475
)


1,705,649Operating income (loss)


(38,871
)


129,822



105,494







196,445Other income (expense):Interest income


7,127



35,074



23,983



(5,278
)


60,906Interest expense, net of amounts capitalized


(13,258
)


(83,344
)


(70,304
)


5,278



(161,628
)Other income (expense)


(6
)


(727
)


8,448







7,715Loss on early retirement of debt






(10,332
)


(373
)






(10,705
)Income from equity investment in subsidiaries


115,766



70,011







(185,777
)


Income before income taxes


70,758



140,504



67,248



(185,777
)


92,733Benefit (provision) for income taxes


6,047



(24,738
)


2,763







(15,928
)Net income

$
76,805


$
115,766


$
70,011


$
(185,777
)

$
76,805  34




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Nine Months Ended September 30, 2008
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by operating activities

$
9,241


$
71,747


$
136,155


$



$
217,143Cash flows from investing activities:Change in restricted cash






405



173,892







174,297Capital expenditures


(10,937
)


(555,589
)


(2,341,870
)






(2,908,396
)Intercompany notes receivable to non-guarantor subsidiaries






(35,317
)






35,317



Intercompany receivables to Guarantor Subsidiaries


(35,000
)










35,000



Intercompany receivables to non-guarantor subsidiaries


(25,000
)


(1,094,467
)






1,119,467



Repayment of receivables from Guarantor Subsidiaries


92,108











(92,108
)


Repayment of receivables from non-guarantor subsidiaries






34,018







(34,018
)


Capital contributions to subsidiaries


(575,000
)


(9,201
)






584,201



Net cash used in investing activities


(553,829
)


(1,660,151
)


(2,167,978
)


1,647,859



(2,734,099
)Cash flows from financing activities:Proceeds from exercise of stock options


6,833















6,833Excess tax benefits from stock-based compensation


1,626















1,626Capital contributions received






575,000



9,201



(584,201
)


Borrowings from Las Vegas Sands Corp.






35,000



25,000



(60,000
)


Borrowings from Guarantor Subsidiaries










1,129,784



(1,129,784
)


Repayments on borrowings from Las Vegas Sands Corp.






(92,108
)






92,108



Repayments on borrowings from Guarantor Subsidiaries










(34,018
)


34,018



Proceeds from issuance of convertible senior notes from a
    related party


475,000















475,000Proceeds from Singapore permanent facility










1,558,091







1,558,091Proceeds from new senior secured credit facility-delayed
    draw I






600,000











600,000Proceeds from new senior secured credit facility-revolving






1,075,860











1,075,860Proceeds from Macao credit facility










442,732







442,732Proceeds from ferry financing










176,739







176,739Proceeds from FF&E financings and other long-term debt






105,584



43,314







148,898Repayments on Singapore bridge facility










(1,329,737
)






(1,329,737
)Repayments on new senior secured credit facility-revolving






(300,000
)










(300,000
)Repayments on new senior secured credit facility-term B






(24,000
)










(24,000
)Repayments on FF&E financings and other long-term debt






(16,700
)


(39,896
)






(56,596
)Repayments on airplane financings


(2,765
)














(2,765
)Proceeds from the sale of The Shoppes at The Palazzo






243,928











243,928Payments of deferred financing costs


(4,935
)






(87,612
)






(92,547
)Net cash provided by financing activities


475,759



2,202,564



1,893,598



(1,647,859
)


2,924,062Effect of exchange rate on cash










11,719







11,719Increase (decrease) in cash and cash equivalents


(68,829
)


614,160



(126,506
)






418,825Cash and cash equivalents at beginning of period


73,489



129,684



653,977







857,150Cash and cash equivalents at end of period

$
4,660


$
743,844


$
527,471


$



$
1,275,975  35




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Nine Months Ended September 30, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(104,696
)

$
(168,614
)

$
492,553


$



$
219,243Cash flows from investing activities:Change in restricted cash


50,076



410,703



233,903







694,682Capital expenditures


(82,095
)


(733,507
)


(1,906,465
)






(2,722,067
)Acquisition of gaming license included in other assets










(50,000
)






(50,000
)Intercompany receivable to Guarantor Subsidiaries


(79,902
)










79,902



Intercompany receivable to non-guarantor subsidiaries


(32,068
)


(78,990
)






111,058



Repayment of receivable from Guarantor Subsidiaries


65,974











(65,974
)


Repayment of receivable from non-guarantor subsidiaries


125,464



58,521







(183,985
)


Capital contributions to subsidiaries






(704
)






704



Net cash provided by (used in) investing activities


47,449



(343,977
)


(1,722,562
)


(58,295
)


(2,077,385
)Cash flows from financing activities:Proceeds from exercise of stock options


23,862















23,862Excess tax benefits from stock-based compensation


5,865















5,865Capital contributions received










704



(704
)


Borrowings from Las Vegas Sands Corp.






79,902



32,068



(111,970
)


Borrowings from Guarantor Subsidiaries










78,990



(78,990
)


Repayment on borrowings from Las Vegas Sands Corp.






(65,974
)


(125,464
)


191,438



Repayment on borrowings from Guarantor Subsidiaries










(58,521
)


58,521



Proceeds from Macao credit facility










1,300,000







1,300,000Proceeds from Singapore credit facility










332,002







332,002Proceeds from new senior secured credit
    facility-term B






3,000,000











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






62,000











62,000Proceeds from airplane financings


92,250















92,250Proceeds from The Shoppes at The Palazzo construction loan










52,000







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






23,834



13,415







37,249Repayments on senior secured credit facility-term B and term B
    delayed






(1,170,000
)










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






(322,128
)










(322,128
)Repayment on The Shoppes at The Palazzo construction loan










(166,500
)






(166,500
)Repayments on airplane financings


(1,844
)














(1,844
)Repayments on the Sands Expo Center mortgage loan






(90,868
)










(90,868
)Repayment on new senior secured credit
    facility-term B






(7,500
)










(7,500
)Repayments on other long-term debt






(7,335
)


(14
)






(7,349
)Payments of deferred financing costs


(575
)


(54,824
)


(16,779
)






(72,178
)Net cash provided by financing activities


119,558



1,447,107



1,441,901



58,295



3,066,861Effect of foreign exchange rate on cash










2,862







2,862Increase in cash and cash equivalents


62,311



934,516



214,754







1,211,581Cash and cash equivalents at beginning of period


69,100



94,146



304,820







468,066Cash and cash equivalents at end of period

$
131,411


$
1,028,662


$
519,574


$



$
1,679,647  36




---



##### 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
      Macao
  20-year
 37




---



##### Table of Contents



tm
  TM
  Development
    Projects
    United
    States Development Projects
  St. Regis
    Residences
    Sands
    Bethlehem
   38




---



##### Table of Contents



124-acre
  Macao
    Development Projects
    
    Parcels 5 and 6 are 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 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. On November 10, 2008, we
    announced our revised development plan to 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 which 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 plan to temporarily suspend
    construction of phase I while we pursue project-level financing,
    which we target to complete within the next three to six months;
    however, there can be no assurance that such financing will be
    obtained. Once financing has been obtained, we expect it will
    take approximately nine months to complete construction of phase
    I. Construction of phase II of the project, which includes
    the second Sheraton tower and the St. Regis serviced luxury
    apartment hotel, has been suspended until conditions in the
    capital markets and general economic conditions improve.
    Starwood has the right to terminate its management agreements if
    certain construction and opening obligations and deadlines are
    not met. Under our revised development plan, there can be no
    assurance that we will meet all of these obligations and
    deadlines. The impact of the revised development plan on the
    estimated overall cost of the project is currently not
    determinable. The estimated total cost to build phase I and
    prepare the phase II components for delay is expected to be
    approximately $3.05 billion (excluding FF&E,
    pre-opening and other costs), of which $1.16 billion had
    been spent as of September 30, 2008. If the proposed 39




---



##### Table of Contents



project-level financing is unsuccessful, we expect to incur
    approximately $900 million in costs to prepare the project
    for delay.  
    Parcels 7 and 8 are intended to include multi-hotel complexes
    with a total of approximately 6,150 luxury and mid-scale hotel
    rooms, a casino, shopping malls and approximately 450 serviced
    luxury apartment hotel units that are physically connected to
    the hotel complexes. We will own the entire development and have
    entered into non-binding agreements with Hilton Hotels to manage
    Hilton and Conrad brand hotels and serviced luxury apartment
    hotels on parcel 7, and Fairmont Raffles Holdings to manage
    Fairmont and Raffles brand hotels and serviced luxury apartment
    hotels on parcel 8. We are currently negotiating definitive
    agreements with Hilton Hotels and Fairmont Raffles Holdings. We
    have commenced pre-construction and have capitalized
    approximately $122.4 million as of September 30, 2008,
    but will not commence construction until government approvals
    necessary to commence construction are obtained, regional and
    global economic conditions improve, future demand warrants and
    additional financing is obtained.
    For parcel 3, we have signed a non-binding memorandum of
    agreement with an independent developer. We are currently
    negotiating the definitive agreement pursuant to which we will
    partner with the developer to build a multi-hotel complex, which
    may include a Cosmopolitan hotel. In addition, we have signed a
    non-binding letter of intent with Intercontinental Hotels Group
    to manage hotels under the Intercontinental and Holiday Inn
    International brands, and approximately 205 serviced luxury
    apartment hotel units under the Intercontinental brand, on this
    site. We are currently negotiating definitive agreements with
    Intercontinental Hotels Group. In total, the multi-hotel complex
    is intended to include approximately 3,940 hotel rooms, a
    casino, a shopping mall and serviced luxury apartment hotels. We
    have commenced pre-construction and have capitalized
    approximately $37.2 million as of September 30, 2008,
    but will not commence construction until government approvals
    necessary to commence construction are obtained, regional and
    global economic conditions improve, future demand warrants and
    additional financing is obtained.         40




---



##### Table of Contents



Singapore
    Development Project
    Hengqin
    Island Development Project
    Other
    Development Projects
    Recent
    Developments
  Recent
    Corporate Governance Changes
   41




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
  Form 10-K Form 8-K
    Recent
    Accounting Pronouncements
    Summary
    Financial Results
    Three Months Ended September 30,


Nine Months Ended September 30,Percent








Percent2008


2007


Change


2008


2007


Change(In thousands, except for percentages)Net revenues

$
1,105,434


$
660,950



67.2
%

$
3,296,571


$
1,902,094



73.3
%Operating expenses


1,077,239



681,744



58.0
%


3,098,529



1,705,649



81.7
%Operating income (loss)


28,195



(20,794
)


(235.6
)%


198,042



196,445



0.8
%Income (loss) before income taxes and noncontrolling interest


(51,916
)


(49,459
)


5.0
%


(76,252
)


92,733



(182.2
)%Net income (loss)


(32,208
)


(48,507
)


(33.6
)%


(52,238
)


76,805



(168.0
)%   Percent of Net RevenuesThree Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Operating expenses


97.4
%


103.1
%


94.0
%


89.7
%Operating income (loss)


2.6
%


(3.1
)%


6.0
%


10.3
%Income (loss) before income taxes and noncontrolling interest


(4.7
)%


(7.5
)%


(2.3
)%


4.9
%Net income (loss)


(2.9
)%


(7.3
)%


(1.6
)%


4.0
%   Operating
    Results
  Key
    operating revenue measurements
   42




---



##### Table of Contents



Casino revenue measurements for Las
    Vegas:
  Casino revenue measurements for Macao:
    Actual win may vary from the statistical
    average.
  Hotel revenue measurements:
 43




---



##### Table of Contents



Three
    Months Ended September 30, 2008 compared to the Three
    Months Ended September 30, 2007
  Operating
    Revenues
    Three Months Ended September 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
805,258


$
508,522



58.4
%Rooms


188,794



96,718



95.2
%Food and beverage


91,025



50,032



81.9
%Convention, retail and other


123,233



39,058



215.5
%1,208,310



694,330



74.0
%Less  promotional allowances


(102,876
)


(33,380
)


208.2
%Total net revenues

$
1,105,434


$
660,950



67.2
%   34-day
 44




---



##### Table of Contents



Three Months Ended September 30,2008


2007


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

$
243,524


$
294,467



(17.3
)%Non-Rolling Chip table games drop

$
652,252


$
812,385



(19.7
)%Non-Rolling Chip table games win percentage


17.9
%


18.7
%


(0.8
)ptsRolling Chip volume

$
7,256,360


$
6,287,371



15.4
%Rolling Chip win percentage


2.35
%


2.85
%


(0.50
)ptsSlot handle

$
273,126


$
297,910



(8.3
)%Slot hold percentage


7.3
%


6.6
%


0.7ptsThe Venetian MacaoTotal casino revenues

$
432,628


$
130,962



230.3
%Non-Rolling Chip table games drop

$
930,621


$
257,089



262.0
%Non-Rolling Chip table games win percentage


19.7
%


16.7
%


3.0
ptsRolling Chip volume

$
9,778,702


$
4,727,325



106.8
%Rolling Chip win percentage


3.06
%


2.44
%


0.62
ptsSlot handle

$
549,895


$
123,211



346.3
%Slot hold percentage


7.8
%


6.6
%


1.2
ptsFour Seasons MacaoTotal casino revenues

$
15,931


$





%Non-Rolling Chip table games drop

$
16,748


$





%Non-Rolling Chip table games win percentage


18.4
%



%



ptsRolling Chip volume

$
165,155


$





%Rolling Chip win percentage


8.33
%



%



ptsSlot handle

$
7,903


$





%Slot hold percentage


6.4
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
113,175


$
83,093



36.2
%Table games drop

$
477,182


$
356,353



33.9
%Table games win percentage


13.8
%


14.7
%


(0.9
)ptsSlot handle

$
976,577


$
619,845



57.6
%Slot hold percentage


6.0
%


6.2
%


(0.2
)pts      45




---



##### Table of Contents



Three Months Ended September 30,2008


2007


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

$
130,486


$
83,027



57.2
%Average daily room rate

$
218


$
234



(6.8
)%Occupancy rate


93.1
%


99.6
%


(6.5
)ptsRevenue per available room

$
202


$
233



(13.3
)%The Venetian MacaoTotal room revenues

$
51,085


$
12,092



322.5
%Average daily room rate

$
211


$
208



1.4
%Occupancy rate


92.1
%


77.5
%


14.6
ptsRevenue per available room

$
194


$
161



20.5
%Four Seasons MacaoTotal room revenues

$
517


$





%Average daily room rate

$
440


$





%Occupancy rate


31.4
%



%



ptsRevenue per available room

$
138


$





%       Operating
    Expenses
    Three Months Ended September 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
580,755


$
341,975



69.8
%Rooms


36,436



23,574



54.6
%Food and beverage


46,035



28,485



61.6
%Convention, retail and other


69,013



22,939



200.9
%Provision for doubtful accounts


8,859



4,283



106.8
%General and administrative


130,192



80,244



62.2
%Corporate expense


23,390



23,444



(0.2
)%Rental expense


8,437



8,136



3.7
%Pre-opening expense


40,777



90,447



(54.9
)%Development expense


1,153



3,621



(68.2
)%Depreciation and amortization


132,239



54,309



143.5
%(Gain) loss on disposal of assets


(47
)


287



(116.4
)%Total operating expenses

$
1,077,239


$
681,744



58.0
%    46




---



##### Table of Contents



47




---



##### Table of Contents



Adjusted
    EBITDAR
    Three Months Ended September 30,Percent2008


2007


Change(In thousands, except for percentages)Las Vegas Operating Properties

$
73,316


$
60,183



21.8
%Macao:Sands Macao


42,591



77,574



(45.1
)%The Venetian Macao


135,737



26,520



411.8
%Four Seasons Macao


2,963








%Other Asia


(10,848
)







%Total adjusted EBITDAR

$
243,759


$
164,277



48.4
%         Interest
    Expense
    Three Months Ended September 30,2008


2007(In thousands, except for percentages)Interest cost (which includes the amortization of deferred
    financing costs and original issue discount)

$
128,896


$
136,819Less  capitalized interest


(38,361
)


(64,212
)Interest expense, net

$
90,535


$
72,607Cash paid for interest

$
128,254


$
139,306Average total debt balance

$
9,247,382


$
7,202,564Weighted average interest rate


5.6
%


7.6
%  48




---



##### Table of Contents



Other
    Factors Effecting Earnings
        Nine
    Months Ended September 30, 2008 compared to the Nine Months
    Ended September 30, 2007
  Operating
    Revenues
    Nine Months Ended September 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
2,404,973


$
1,433,135



67.8
%Rooms


575,172



289,588



98.6
%Food and beverage


272,315



162,129



68.0
%Convention, retail and other


290,791



113,397



156.4
%3,543,251



1,998,249



77.3
%Less  promotional allowances


(246,680
)


(96,155
)


156.5
%Total net revenues

$
3,296,571


$
1,902,094



73.3
%    49




---



##### Table of Contents



Nine Months Ended September 30,2008


2007


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

$
770,113


$
1,014,049



(24.1
)%Non-Rolling Chip table games drop

$
2,033,529


$
2,750,121



(26.1
)%Non-Rolling Chip table games win percentage


19.2
%


18.6
%


0.6
ptsRolling Chip volume

$
19,046,137


$
20,406,862



(6.7
)%Rolling Chip win percentage


2.56
%


3.04
%


(0.48
)ptsSlot handle

$
787,118


$
912,364



(13.7
)%Slot hold percentage


7.9
%


6.9
%


1.0
ptsThe Venetian MacaoTotal casino revenues

$
1,231,434


$
130,962



840.3
%Non-Rolling Chip table games drop

$
2,662,242


$
257,089



935.5
%Non-Rolling Chip table games win percentage


19.8
%


16.7
%


3.1
ptsRolling Chip volume

$
28,378,526


$
4,727,325



500.3
%Rolling Chip win percentage


3.01
%


2.44
%


0.57
ptsSlot handle

$
1,369,832


$
123,211



1,011.8
%Slot hold percentage


8.1
%


6.6
%


1.5
ptsFour Seasons MacaoTotal casino revenues

$
15,931


$





%Non-Rolling Chip table games drop

$
16,748


$





%Non-Rolling Chip table games win percentage


18.4
%



%



ptsRolling Chip volume

$
165,155


$





%Rolling Chip win percentage


8.33
%



%



ptsSlot handle

$
7,903


$





%Slot hold percentage


6.4.
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
387,495


$
288,124



34.5
%Table games drop

$
1,341,985


$
990,460



35.5
%Table games win percentage


19.8
%


21.4
%


(1.6
)ptsSlot handle

$
2,708,860


$
1,771,085



52.9
%Slot hold percentage


5.8
%


6.1
%


(0.3
)pts      50




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##### Table of Contents



Nine Months Ended September 30,2008


2007


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

$
409,152


$
272,381



50.2
%Average daily room rate

$
241


$
259



(6.9
)%Occupancy rate


90.5
%


99.7
%


(9.2
)ptsRevenue per available room

$
218


$
258



(15.5
)%The Venetian MacaoTotal room revenues

$
145,258


$
12,092



1,101.3
%Average daily room rate

$
222


$
208



6.7
%Occupancy rate


83.7
%


77.5
%


6.2
ptsRevenue per available room

$
186


$
161



15.5
%Four Seasons MacaoTotal room revenues

$
517


$





%Average daily room rate

$
440


$





%Occupancy rate


31.4
%



%



ptsRevenue per available room

$
138


$





%       Operating
    Expenses
    Nine Months Ended September 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
1,639,849


$
904,440



81.3
%Rooms


116,663



67,219



73.6
%Food and beverage


136,578



79,011



72.9
%Convention, retail and other


164,622



59,511



176.6
%Provision for doubtful accounts


22,960



24,516



(6.3
)%General and administrative


421,051



198,915



111.7
%Corporate expense


82,529



66,657



23.8
%Rental expense


25,573



23,141



10.5
%Pre-opening expense


105,470



153,224



(31.2
)%Development expense


11,504



7,227



59.2
%Depreciation and amortization


364,753



121,262



200.8
%Loss on disposal of assets


6,977



526



1,226.4
%Total operating expenses

$
3,098,529


$
1,705,649



81.7
%    51




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Adjusted
    EBITDAR
   52




---



##### Table of Contents



Nine Months Ended September 30,Percent2008


2007


Change(In thousands, except for percentages)Las Vegas Operating Properties

$
302,497


$
255,506



18.4
%Macao:Sands Macao


162,283



296,463



(45.3
)%The Venetian Macao


386,227



26,520



1,356.4
%Four Seasons Macao


2,963








%Other Asia


(34,086
)







%Total adjusted EBITDAR

$
819,884


$
578,489



41.7
%         Interest
    Expense
    Nine Months Ended September 30,2008


2007(In thousands, except for percentages)Interest cost (which includes the amortization of deferred
    financing costs and original issue discount)

$
394,290


$
330,627Less  capitalized interest


(100,581
)


(168,999
)Interest expense, net

$
293,709


$
161,628Cash paid for interest

$
368,214


$
311,516Average total debt balance

$
8,639,652


$
5,729,785Weighted average interest rate


6.1
%


7.7
%    53




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##### Table of Contents



Other
    Factors Effecting Earnings
        Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Nine Months EndedSeptember 30,2008


2007(In thousands)Net cash provided by operations

$
217,143


$
219,243Investing cash flows:Change in restricted cash


174,297



694,682Capital expenditures


(2,908,396
)


(2,722,067
)Acquisition of gaming license included in other assets






(50,000
)Net cash used in investing activities


(2,734,099
)


(2,077,385
)Financing cash flows:Proceeds from convertible senior notes from related party


475,000



Proceeds from long term-debt


4,002,320



4,875,501Repayments of long-term debt


(1,713,098
)


(1,766,189
)Other


159,840



(42,451
)Net cash provided by financing activities


2,924,062



3,066,861Effect of exchange rate on cash


11,719



2,862Net increase in cash and cash equivalents

$
418,825


$
1,211,581   Cash
    Flows  Operating Activities
   54




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##### Table of Contents



Cash
    Flows  Investing Activities
      Cash
    Flows  Financing Activities
    Development
    Financing Strategy
     55




---



##### Table of Contents



56




---



##### Table of Contents



true-up));
  true-up true-up,
  true-up
 57




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##### Table of Contents



Aggregate
    Indebtedness and Other Known Contractual Obligations
  Form 10-K
  Payments Due by Period Ending September 30, 2008(12)Less than1 Year


1-3 Years


3-5 Years


Thereafter


Total(In thousands)Singapore bridge facility(1)

$



$



$
(691,229
)

$
(632,530
)

$
(1,323,759
)Singapore permanent facility(2)






271,483



723,956



569,721



1,565,160New senior secured credit facility-revolving(3)










775,860







775,860New senior secured credit facility-delayed draw I(4)


5,963



11,748



11,514



569,275



598,500Convertible senior notes(5)














475,000



475,000FF&E financings(6)


13,553



81,473











95,026Macao credit facility(7)






442,732











442,732Ferry financing(8)


5,198



41,585



41,586



88,370



176,739Fixed interest payments(9)


30,875



61,750



61,750



2,573



156,948Variable interest payments(10)


117,808



216,169



84,906



17,302



436,185Ferries purchase commitment(11)


52,305















52,305Total

$
225,702


$
1,126,940


$
1,008,343


$
1,089,711


$
3,450,696     (1)
    
    Amount represents the payment of $1.32 billion during 2008.(2)
    
    Amount represents the fully drawn Singapore Permanent Facility A
    and the additional SGD 242.2 million (approximately
    $169.2 million at exchange rates in effect on
    September 30, 2008) borrowed during 2008 under the
    Singapore Permanent Facility B. The Singapore Permanent Facility
    A and Facility B mature on March 31, 2015, with MBS
    required to repay or prepay the Singapore Permanent Facility A
    and Facility B under certain circumstances. Commencing
    March 31, 2011, and at the end of each quarter thereafter,
    MBS is required to repay the outstanding Singapore Permanent
    Facility A and Facility B loans on a pro rata basis in an
    aggregate amount equal to SGD 125.0 million (approximately
    $87.2 million at exchange rates in effect on
    September 30, 2008) per quarter. In addition,
    commencing at the end of the third full quarter of operations of
    the Marina Bay Sands, MBS is required to further prepay the
    outstanding Singapore Permanent Facility A and Facility B loans
    on a pro rata basis with a percentage of excess free cash flow
    (as defined by the Singapore Permanent Facility Agreement).(3)
    
    Amount represents $775.9 million borrowed, net of
    repayments, during 2008 under the Revolving Facility of the New
    Senior Secured Credit Facility. The Revolving Facility matures
    on May 23, 2012, and has no interim amortization.(4)
    
    Amount represents $598.5 million borrowed, net of
    repayments, during 2008 under the Delayed Draw I Facility of the
    New Senior Secured Credit Facility. The Delayed Draw I Facility
    matures on May 23, 2014, and is subject to quarterly
    principal payments, in an amount equal to 0.25% of the aggregate
    principal amount outstanding, with a balloon payment of the
    remaining balance due on May 23, 2014.(5)
    
    Amount represents $475.0 million provided by the
    Convertible Senior Notes sold in September 2008. The Convertible
    Senior Notes mature in 2013 and are initially convertible into
    common stock at a price of $49.65.(6)
    
    Amount represents the additional $95.0 million borrowed,
    net of repayments, under the FF&E Financings. The FF&E
    Financings mature in June 2011, and are subject to quarterly
    principal payments in an amount equal to 5.0% of the aggregate
    principal outstanding, with the remaining amount due in four
    equal quarterly installments ending on the maturity date.(7)
    
    Amount represents the additional $442.7 million borrowed
    during 2008 under the Macao Revolving Facility. The Macao
    Revolving Facility matures in May 2011, and has no interim
    amortization. 58




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##### Table of Contents



(8)
    
    Amount represents the ferry financing borrowed during 2008,
    subject to 34 quarterly payments commencing at the end of the
    18-month
    availability period and matures in January 2018.(9)
    
    Amount represents the estimated fixed interest payments on the
    Convertible Senior Notes.(10)
    
    Amount represents the incremental increase in estimated variable
    interest payments based on the changes in long-term debt
    obligations noted herein. Based on September 30, 2008,
    London Interbank Offer Rate (LIBOR), Hong Kong
    Interbank Offer Rate (HIBOR) and Singapore Swap
    Offer Rate of 4.1%, 3.7% and 1.7%, respectively, plus the
    applicable interest rate margin in accordance with the
    respective debt agreements.(11)
    
    In January 2008, we entered into agreements to purchase an
    additional four ferries at an aggregate cost of approximately
    $72.0 million to be built for our Macao operations.(12)
    
    As of September 30, 2008, we had a $26.5 million
    liability related to unrecognized tax benefits and related
    interest expense. We are unable to reasonably estimate the
    timing of the Financial Accounting Standards Board
    Interpretation No. 48, Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109, liability and interest payments in
    individual years beyond 12 months due to uncertainties in
    the timing of the effective settlement of tax positions.  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);
    our ability to continue as a going concern;
    recent disruptions in the global financing markets and our
    ability to obtain sufficient funding for our current and future
    developments, including our Cotai Strip 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 delays and suspensions of certain of our
    development projects;
    the uncertainty of tourist behavior related to spending and
    vacationing at casino-resorts in Las Vegas, Macao and Singapore; 59




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##### Table of Contents




    potential 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;
    new taxes or changes to existing tax rates;
    our ability to meet certain development deadlines in Macao and
    Singapore;
    our ability to maintain our gaming subconcession in Macao;
    the completion of infrastructure projects in Macao and Singapore;
    increased competition and other planned construction projects in
    Macao and Singapore; and
    the outcome of any ongoing and future litigation.    ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   60




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##### Table of Contents



Fair2009


2010


2011


2012


2013


Thereafter


Total


Value(1)(In millions, except for percentages)LIABILITIESLong-term debtFixed rate(2)

$



$



$



$



$



$
725.0


$
725.0


$
656.7Average interest rate(3)






















6.5
%


6.5
%


8.2
%Variable rate

$
99.3


$
136.1


$
1,397.3


$
2,161.1


$
1,724.9


$
4,108.1


$
9,626.8


$
9,626.8Average interest rate(3)


6.0
%


5.9
%


5.8
%


5.6
%


5.8
%


5.5
%


5.7
%


5.7
%ASSETSCap agreements(4)

$
0.1


$



$
2.8


$



$



$



$
2.9


$
2.9     (1)
    
    The fair values are based on the borrowing rates currently
    available for debt instruments with similar terms and maturities
    and market quotes of our publicly traded debt.(2)
    
    In September 2008, we sold $475.0 million of our 6.5%
    convertible senior notes due October 1, 2013.(3)
    
    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 September 30, 2008, an assumed 100 basis
    point change in LIBOR, HIBOR and Singapore Swap Offer Rate would
    cause our annual interest cost to change approximately
    $96.7 million.(4)
    
    As of September 30, 2008, we had twelve interest rate cap
    agreements with an aggregate fair value of approximately
    $2.9 million, based on quoted market values from the
    institutions holding the agreements.       61




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##### 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
  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 further suspending portions, if not all, of our
    remaining global development projects.
   62




---



##### Table of Contents



The
    terms of our debt instruments may restrict our current and
    future operations, particularly our ability to finance
    additional growth, respond to changes or take some actions that
    may otherwise be in our best interests.
    
    incur additional debt, including providing guarantees or credit
    support;
    incur liens securing indebtedness or other obligations;
    dispose of assets;
    make certain acquisitions;
    pay dividends or make distributions and make other restricted
    payments, such as purchasing equity interests, repurchasing
    junior indebtedness or making investments in third parties;
    enter into sale and leaseback transactions;
    engage in any new businesses;
    issue preferred stock; and
    enter into transactions with our stockholders and our affiliates.    true-up true-up,
  true-up
 63




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##### Table of Contents



If the
    operating results of The Shoppes at The Palazzo continue to be
    worse 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, and these payments
    are based on projected and, ultimately, actual net operating
    income for The Shoppes at The Palazzo;
    leases for The Shoppes at The Palazzo must be jointly approved
    by us and GGP; 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.     64




---



##### Table of Contents




    if we are unable to agree with GGP on leases for remaining
    unleased space at The Shoppes at The Palazzo, the purchase price
    we will ultimately be paid for The Shoppes at The Palazzo could
    be substantially reduced, and there would, at least for a
    certain period of time, be 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 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
    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
    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, Sands Macao, Four Seasons Macao and
    any other facilities developed under the
    subconcession.
  10-K,
 65




---



##### Table of Contents



Our
    revised development plan may give one of our hotel managers for
    our Cotai Strip developments the right to terminate its
    agreements with us.
    Our
    business is particularly sensitive to reductions in
    discretionary consumer spending as a result of downturns in the
    economy.
      The
    number of visitors to Macao, particularly visitors from mainland
    China, may decline or travel to Macao may be
    disrupted.
       66




---



##### Table of Contents



ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   
  ITEM 5 
    OTHER
    INFORMATION  Recent
    Corporate Governance Changes
    Appointment
    of Chief Financial Officer
    Singapore
    Update
   67




---



##### Table of Contents



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

Description of Document4
.1

Indenture, dated as of September 30, 2008, between Las
    Vegas Sands Corp. and U.S. Bank National Association, as Trustee
    (incorporated by reference from Exhibit 4.4 to the
    Companys Form 3-ASR filed on November 6, 2008).4
.2

First Supplemental Indenture, dated as of September 30,
    2008, between Las Vegas Sands Corp. and U.S. Bank National
    Association, as Trustee.10
.1

Convertible Note Purchase Agreement, dated September 30,
    2008, by and among Las Vegas Sands Corp. and the Purchaser named
    therein.10
.2

Amended and Restated Registration Rights Agreement, dated as of
    September 30, 2008, by and among Las Vegas Sands Corp.,
    Dr. Miriam Adelson, the other Adelson Holders (as defined
    therein) and the Other Holders (as defined therein) that are
    party to this Agreement from time to time.10
.3

Investor Rights Agreement, dated as of September 30, 2008,
    by and between Las Vegas Sands Corp. and the Investor named
    therein.10
.4

Employment Agreement, dated as of October 1, 2006, by and
    between Las Vegas Sands Corporation and Michael Quartieri.10
.5

Amendment, effective October 24, 2008, to Land Concession
    by Lease between Macau Special Administrative Region and
    Venetian Cotai Limited.31
.1

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

Certification of the Corporate Controller (Principal 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 Corporate Controller (Principal 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.  68




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  SIGNATURES
  Form 10-Q
    By:
    /s/  Sheldon
    G. Adelson        By:
    /s/Michael
    A. Quartieri       69