##### 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
    June 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

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

(I.R.S. EmployerIdentification No.)3355 Las Vegas Boulevard South
    Las Vegas, Nevada

89109(Zip Code)(Address of principal executive
    offices)   (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 July 31, 2008Common Stock ($0.001 par value)

355,465,886 shares




---



##### 



LAS VEGAS
    SANDS CORP.
  Table of
    Contents
   
 Part I 
    FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets at
    June 30, 2008 and December 31, 2007


2Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2008 and
    2007


3Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2008 and 2007


4Notes to Condensed Consolidated Financial
    Statements


5Item 2. Managements Discussion and
    Analysis of Financial Condition and Results of Operations


33Item 3. Quantitative and Qualitative
    Disclosures about Market Risk


53Item 4. Controls and Procedures


55Part II
    OTHER INFORMATIONItem 1. Legal Proceedings


55Item 1A. Risk Factors


55Item 4. Submission of Matters to a Vote of
    Security Holders


57Item 6. Exhibits


59Signatures


60EX-31.1EX-31.2EX-32.1EX-32.2   1




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##### Table of Contents



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



Condensed
    Consolidated Balance Sheets

(Unaudited) June 30,


December 31,2008


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

$
801,770


$
857,150Restricted cash


173,066



232,944Accounts receivable, net


270,025



187,195Inventories


24,864



19,902Deferred income taxes


42,804



32,471Prepaid expenses and other


48,114



49,424Total current assets


1,360,643



1,379,086Property and equipment, net


10,382,880



8,574,614Deferred financing costs, net


177,767



107,338Restricted cash






178,824Deferred income taxes


7,169



Leasehold interests in land, net


1,125,936



1,069,609Other assets, net


227,827



157,046Total assets

$
13,282,222


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

$
103,610


$
99,023Construction payables


805,040



717,541Accrued interest payable


17,381



11,465Other accrued liabilities


632,042



610,911Current maturities of long-term debt


110,655



54,333Total current liabilities


1,668,728



1,493,273Other long-term liabilities


39,996



28,674Deferred income taxes






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


243,928



Deferred gain on sale of The Grand Canal Shoppes


59,468



61,200Deferred rent from mall transactions


151,619



103,546Long-term debt


8,812,773



7,517,997Total liabilities


10,976,512



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


1,099,352



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


28,499



(2,493
)Retained earnings


1,177,504



1,197,534Total stockholders equity


2,305,710



2,260,274Total liabilities and stockholders equity

$
13,282,222


$
11,466,517    2




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES



Condensed
    Consolidated Statements of Operations

(Unaudited) Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


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

$
804,274


$
458,879


$
1,599,715


$
924,613Rooms


195,689



95,002



386,378



192,870Food and beverage


98,050



57,738



181,290



112,097Convention, retail and other


88,700



31,293



167,558



74,3391,186,713



642,912



2,334,941



1,303,919Less-promotional allowances


(74,599
)


(29,986
)


(143,804
)


(62,775
)Net revenues


1,112,114



612,926



2,191,137



1,241,144Operating expenses:Casino


539,626



283,768



1,059,094



562,465Rooms


39,946



21,121



80,227



43,645Food and beverage


49,503



26,893



90,543



50,526Convention, retail and other


50,642



19,141



95,609



36,572Provision for doubtful accounts


5,969



4,717



14,101



20,233General and administrative


147,906



60,700



290,859



118,671Corporate expense


33,602



24,694



59,139



43,213Rental expense


8,072



8,297



17,136



15,005Pre-opening expense


38,103



40,320



64,693



62,777Development expense


4,459



1,260



10,351



3,606Depreciation and amortization


119,101



35,721



232,514



66,953Loss on disposal of assets


1,903



61



7,024



2391,038,832



526,693



2,021,290



1,023,905Operating income


73,282



86,233



169,847



217,239Other income (expense):Interest income


3,133



21,352



8,598



34,016Interest expense, net of amounts capitalized


(88,474
)


(54,409
)


(203,174
)


(89,021
)Other income (expense)


(3,684
)


(2,304
)


4,415



(9,337
)Loss on early retirement of debt


(33
)


(10,705
)


(4,022
)


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


(15,776
)


40,167



(24,336
)


142,192Benefit (provision) for income taxes


2,782



(5,769
)


108



(16,880
)Noncontrolling interest


4,198







4,198



Net income (loss)

$
(8,796
)

$
34,398


$
(20,030
)

$
125,312Basic earnings (loss) per share

$
(0.02
)

$
0.10


$
(0.06
)

$
0.35Diluted earnings (loss) per share

$
(0.02
)

$
0.10


$
(0.06
)

$
0.35Weighted average shares outstanding:Basic


355,364,583



354,726,843



355,319,560



354,645,879Diluted


355,364,583



355,896,858



355,319,560



356,013,961    3




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES



Condensed
    Consolidated Statements of Cash Flows
    (Unaudited)  Six Months EndedJune 30,2008


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

$
(20,030
)

$
125,312Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


232,514



66,953Amortization of leasehold interests in land included in rental
    expense


13,291



10,117Amortization of deferred financing costs and original issue
    discount


19,518



11,112Amortization of deferred gain and rent


(2,502
)


(2,347
)Deferred rent from mall transactions (Note 7)


48,843



Loss on early retirement of debt


4,022



10,705Loss on disposal of assets


7,024



239Stock-based compensation expense


23,833



12,992Provision for doubtful accounts


14,101



20,233Foreign exchange gain


(2,740
)


Excess tax benefits from stock-based compensation


(1,631
)


(2,812
)Deferred income taxes


(19,055
)


(15,323
)Changes in operating assets and liabilities:Accounts receivable


(96,931
)


34,380Inventories


(4,962
)


(786
)Prepaid expenses and other


(41,699
)


(27,509
)Leasehold interests in land


(18,448
)


(108,868
)Accounts payable


4,587



996Accrued interest payable


5,916



10,486Other accrued liabilities


27,741



54,069Income taxes payable






(22,632
)Net cash provided by operating activities


193,392



177,317Cash flows from investing activities:Change in restricted cash


250,592



(90,469
)Capital expenditures


(1,910,331
)


(1,692,049
)Deposit for potential gaming application included in other assets


(25,000
)


Net cash used in investing activities


(1,684,739
)


(1,782,518
)Cash flows from financing activities:Proceeds from exercise of stock options


6,434



11,481Excess tax benefits from stock-based compensation


1,631



2,812Proceeds from long-term debt (Note 4)


2,955,903



4,717,804Repayments on long-term debt (Note 4)


(1,689,139
)


(1,751,627
)Proceeds from the sale of The Shoppes at The Palazzo
    (Note 7)


243,928



Payments of deferred financing costs


(90,738
)


(64,291
)Net cash provided by financing activities


1,428,019



2,916,179Effect of exchange rate on cash


7,948



6,059Increase (decrease) in cash and cash equivalents


(55,380
)


1,317,037Cash and cash equivalents at beginning of period


857,150



468,066Cash and cash equivalents at end of period

$
801,770


$
1,785,103Supplemental disclosure of cash flow information:Cash payments for interest

$
239,960


$
172,210Cash payments for taxes

$
67


$
50,000Non-cash investing and financing activities:Changes in construction payables

$
87,499


$
111,128Changes in other accrued liabilities related to property and
    equipment asset acquisitions

$
4,548


$
51,826    4




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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 10-K
  Operations
    20-year
  tm
  United
    States Development Projects
  Las Vegas
    Condominiums
    Sands
    Bethlehem
  124-acre
 5




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Macao
    Development Projects
        Singapore
    Development Project
    Hengqin
    Island Development Project
   6




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Development Projects
    Development
    Financing Strategy
         7




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##### Table of Contents



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




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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
     9




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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 re-valued No. 14-1 No. 14-1
  Other
    First Quarter Charges
   10




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 2 
    STOCKHOLDERS
    EQUITY AND EARNINGS (LOSS) PER SHARE    Balance at December 31, 2007

$
2,260,274Net loss


(20,030
)Stock-based compensation


26,404Proceeds from exercise of stock options


6,434Tax benefit from stock-based compensation


1,636Change in accumulated other comprehensive income


30,992Balance at June 30, 2008

$
2,305,710       Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


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


355,364,583



354,726,843



355,319,560



354,645,879Potential dilution from stock options and restricted stock






1,170,015







1,368,082Weighted-average common and common equivalent shares (used in
    the calculations of diluted earnings (loss) per share)


355,364,583



355,896,858



355,319,560



356,013,961Antidilutive stock options and restricted stock excluded from
    calculation of diluted earnings (loss) per share


10,503,300



1,203,922



10,503,300



1,099,973  11




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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    June 30,


December 31,2008


2007Land and improvements

$
301,930


$
297,678Building and improvements


5,771,803



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


1,342,780



1,013,138Transportation


264,778



176,897Construction in progress


3,530,827



3,258,75011,212,118



9,182,397Less  accumulated depreciation and amortization


(829,238
)


(607,783
)$
10,382,880


$
8,574,614     June 30,


December 31,2008


2007The Venetian Macao

$
112,463


$
110,759Four Seasons Macao


658,780



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


1,246,961



714,701Marina Bay Sands


1,031,609



552,850The Palazzo and The Shoppes at The Palazzo


149,890



1,363,045Sands Bethlehem


197,964



66,898Las Vegas Condominiums


35,298



5,436Other


97,862



85,172$
3,530,827


$
3,258,750        12




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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    June 30,


December 31,2008


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

$
2,970,000


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


600,000



New Senior Secured Credit Facility  Revolver


150,000



6.375% Senior Notes


248,494



248,380Airplane Financings


87,640



89,484FF&E Financings


158,650



61,416Other


6,178



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


1,900,000



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


700,000



700,000Macao Credit Facility  Revolving Facility


452,800



251,000Ferry Financing


154,971



Other


26,282



6,434Singapore Related:Singapore Permanent Facility  A


1,468,413



Singapore Bridge Facility  Term Loan






594,404Singapore Bridge Facility  Floating Rate Notes






729,3558,923,428



7,572,330Less  current maturities


(110,655
)


(54,333
)Total long-term debt

$
8,812,773


$
7,517,997   Corporate
    and U.S. Related Debt
  New
    Senior Secured Credit Facility
    Macao
    Related Debt
  Ferry
    Financing
   13




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18-month
    Singapore
    Related Debt
    Singapore
    Permanent Facilities
       14




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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
    Six Months EndedJune 30,2008


2007Proceeds from Singapore Permanent Facility

$
1,417,936


$
Proceeds from New Senior Secured Credit Facility 
    Term B and Delayed Draw I


600,000



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


450,000



Proceeds from Macao Credit Facility


201,800



1,300,000Proceeds from Ferry Financing


154,971



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


131,196



6,173Proceeds from Singapore Bridge Facility






205,381Proceeds from Airplane Financings






92,250Proceeds from Senior Secured Credit Facility  Revolver






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






52,000$
2,955,903


$
4,717,804Repayments on Singapore Bridge Facility

$
(1,356,807
)

$
Repayments on New Senior Secured Credit Facility 
    Revolver


(300,000
)


Repayments on New Senior Secured Credit Facility 
    Term B


(15,000
)


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


(15,488
)


(1,209
)Repayments on Airplane Financings


(1,844
)


(922
)Repayment on Senior Secured Credit Facility  Term B
    and Term B Delayed






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






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






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






(90,868
)$
(1,689,139
)

$
(1,751,627
)  15




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 5 
    INCOME
    TAXES      NOTE 6 
    STOCK-BASED
    EMPLOYEE COMPENSATION    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Compensation expense:Stock options

$
13,275


$
7,875


$
22,413


$
11,978Restricted shares


737



670



1,420



1,014$
14,012


$
8,545


$
23,833


$
12,992Compensation cost capitalized as part of property and equipment

$
1,525


$
843


$
2,571


$
1,281Stock options granted


2,382



2,500



4,155



2,909Weighted average grant date fair value

$
28.88


$
30.15


$
30.61


$
31.20Restricted shares granted


6



4



27



51Weighted average grant date fair value

$
64.18


$
78.62


$
71.67


$
86.56     Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Weighted average volatility


35.85
%


30.59
%


35.85
%


30.71
%Expected term (in years)


6.5



6.0



6.3



6.0Risk-free rate


2.96
%


4.50
%


2.96
%


4.52
%Expected dividends














   NOTE 7 
    MALL
    SALE   16




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-month
  89-year
    NOTE 8 
    LAS VEGAS
    RESTAURANT JOINT VENTURES   17




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##### Table of Contents



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

$
23,384Operating expenses


23,016Pre-opening expense


3,270Depreciation and amortization


1,975Operating loss


(4,877
)Interest expense, net


(256
)Noncontrolling interest


4,198Net loss

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


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


Quoted Market


Significant Other


SignificantJune 30,


Prices in Active


Observable Inputs


Unobservable Inputs2008


Markets (Level 1)


(Level 2)


(Level 3)Cash and cash equivalents(1)

$
109,842


$
109,842


$



$
Interest rate caps(2)

$
8,352


$



$
8,352


$
     (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 eight interest rate cap agreements with an
    aggregate fair value of approximately $8.4 million, based
    on quoted market values from the institutions holding the
    agreements as of June 30, 2008. 18




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 10 
    COMMITMENTS
    AND CONTINGENCIES    The
    Palazzo Construction Litigation
   19




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Litigation
    Relating to Macao Operations
  and/or
  (a/k/a
   20




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Singapore
    Development Project
    Other
    Commitments
    NOTE 11 
    SEGMENT
    INFORMATION   21




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net RevenuesLas Vegas Operating Properties

$
348,403


$
235,512


$
699,977


$
513,356Macao:Sands Macao


268,249



377,414



536,499



727,788The Venetian Macao


493,673







949,414



Other Asia


1,789







5,247



Total net revenues

$
1,112,114


$
612,926


$
2,191,137


$
1,241,144Adjusted EBITDAR(1)Las Vegas Operating Properties

$
106,620


$
83,221


$
229,181


$
195,323Macao:Sands Macao


54,074



116,593



119,692



218,889The Venetian Macao


140,155







250,490



Other Asia


(12,976
)






(23,238
)


Total adjusted EBITDAR


287,873



199,814



576,125



414,212Other Operating Costs and ExpensesStock-based compensation expense


(9,351
)


(3,228
)


(15,421
)


(5,180
)Corporate expense


(33,602
)


(24,694
)


(59,139
)


(43,213
)Rental expense


(8,072
)


(8,297
)


(17,136
)


(15,005
)Pre-opening expense


(38,103
)


(40,320
)


(64,693
)


(62,777
)Development expense


(4,459
)


(1,260
)


(10,351
)


(3,606
)Depreciation and amortization


(119,101
)


(35,721
)


(232,514
)


(66,953
)Loss on disposal of assets


(1,903
)


(61
)


(7,024
)


(239
)Operating income


73,282



86,233



169,847



217,239Other Non-Operating Costs and ExpensesInterest income


3,133



21,352



8,598



34,016Interest expense, net of amounts capitalized


(88,474
)


(54,409
)


(203,174
)


(89,021
)Other income (expense)


(3,684
)


(2,304
)


4,415



(9,337
)Loss on early retirement of debt


(33
)


(10,705
)


(4,022
)


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


2,782



(5,769
)


108



(16,880
)Noncontrolling interest


4,198







4,198



Net income (loss)

$
(8,796
)

$
34,398


$
(20,030
)

$
125,312     (1)
    
    Adjusted EBITDAR is net income (loss) before interest, income
    taxes, depreciation and amortization, pre-opening expense,
    development expense, other income (expense), loss on early
    retirement of debt, loss on disposal of assets, 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 22




---



##### Table of Contents



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


2007Capital ExpendituresLas Vegas Sands Corp. and Other

$
147,707


$
84,682Las Vegas Operating Properties


392,316



536,077Macao:Sands Macao


23,518



43,855The Venetian Macao


68,699



542,611Four Seasons Macao


343,445



148,997Other Asia


43,798



44,367Other Development Projects


490,444



162,777Singapore


400,404



128,683Total capital expenditures

$
1,910,331


$
1,692,049   June 30,


December 31,2008


2007Total AssetsLas Vegas Sands Corp. and Other

$
657,695


$
447,556Las Vegas Operating Properties


4,438,855



4,139,040Macao:Sands Macao


629,754



550,479The Venetian Macao


3,185,993



3,158,091Four Seasons Macao


720,303



391,506Other Asia


329,712



218,419Other Development Projects


1,229,521



645,138Singapore


2,090,389



1,916,288Total assets

$
13,282,222


$
11,466,517   NOTE 12 
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION   23




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      non-guarantor
 24




---



##### Table of Contents



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


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
108,524


$
141,352


$
551,894


$



$
801,770Restricted cash






4,651



168,415







173,066Intercompany receivables


47,052



7,697



16,131



(70,880
)


Accounts receivable, net


108



133,571



139,995



(3,649
)


270,025Inventories


249



12,093



12,522







24,864Deferred income taxes


16,723



23,560



2,521







42,804Prepaid expenses and other


9,514



10,378



28,761



(539
)


48,114Total current assets


182,170



333,302



920,239



(75,068
)


1,360,643Property and equipment, net


167,337



4,021,070



6,194,473







10,382,880Investment in subsidiaries


2,196,308



1,611,046







(3,807,354
)


Deferred financing costs, net


1,749



53,048



122,970







177,767Intercompany receivables


68,494



776,189







(844,683
)


Intercompany notes receivable


73,930



89,075







(163,005
)


Deferred income taxes


462



6,567



140







7,169Leasehold interests in land, net










1,125,936







1,125,936Other assets, net


123



33,859



193,845







227,827Total assets

$
2,690,573


$
6,924,156


$
8,557,603


$
(4,890,110
)

$
13,282,222Accounts payable

$
4,499


$
54,059


$
48,701


$
(3,649
)

$
103,610Construction payables






139,553



665,487







805,040Intercompany payables


7,697



16,131



47,052



(70,880
)


Accrued interest payable


6,210



2,410



8,761







17,381Other accrued liabilities


9,691



172,677



449,674







632,042Income taxes payable










539



(539
)


Current maturities of long-term debt


3,688



58,605



48,362







110,655Total current liabilities


31,785



443,435



1,268,576



(75,068
)


1,668,728Other long-term liabilities


20,631



9,353



10,012







39,996Deferred amounts related to mall transactions






455,015











455,015Intercompany payables










844,683



(844,683
)


Intercompany notes payable










163,005



(163,005
)


Long-term debt


332,447



3,820,045



4,660,281







8,812,773Total liabilities


384,863



4,727,848



6,946,557



(1,082,756
)


10,976,512Stockholders equity


2,305,710



2,196,308



1,611,046



(3,807,354
)


2,305,710Total liabilities and stockholders equity

$
2,690,573


$
6,924,156


$
8,557,603


$
(4,890,110
)

$
13,282,222  25




---



##### 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  26




---



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


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
126,488


$
677,786


$



$
804,274Rooms






142,425



53,264







195,689Food and beverage






51,157



46,893







98,050Convention, retail and other






44,504



44,562



(366
)


88,700



364,574



822,505



(366
)


1,186,713Less-promotional allowances


(544
)


(32,994
)


(40,215
)


(846
)


(74,599
)Net revenues


(544
)


331,580



782,290



(1,212
)


1,112,114Operating expenses:Casino






77,229



463,121



(724
)


539,626Rooms






31,481



8,465







39,946Food and beverage






23,310



28,139



(1,946
)


49,503Convention, retail and other






19,402



29,571



1,669



50,642Provision for doubtful accounts






5,446



523







5,969General and administrative






71,588



76,529



(211
)


147,906Corporate expense


30,417



175



3,010







33,602Rental expense






1,376



6,696







8,072Pre-opening expense


1,376



1,720



35,007







38,103Development expense


(2,954
)






7,413







4,459Depreciation and amortization


2,430



53,186



63,485







119,101Loss on disposal of assets






1,794



109







1,90331,269



286,707



722,068



(1,212
)


1,038,832Operating income (loss)


(31,813
)


44,873



60,222







73,282Other income (expense):Interest income


1,309



2,192



1,363



(1,731
)


3,133Interest expense, net of amounts capitalized


(4,324
)


(44,629
)


(41,252
)


1,731



(88,474
)Other expense


(39
)


(264
)


(3,381
)






(3,684
)Loss on early retirement of debt










(33
)






(33
)Income from equity investment in subsidiaries


27,545



21,507







(49,052
)


Income (loss) before income taxes


(7,322
)


23,679



16,919



(49,052
)


(15,776
)Benefit (provision) for income taxes


(1,474
)


3,866



390







2,782Noncontrolling interest










4,198







4,198Net income (loss)

$
(8,796
)

$
27,545


$
21,507


$
(49,052
)

$
(8,796
)  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 June 30, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
85,392


$
373,487


$



$
458,879Rooms






93,268



1,734







95,002Food and beverage






41,306



16,512



(80
)


57,738Convention, retail and other


14,810



30,142



1,512



(15,171
)


31,29314,810



250,108



393,245



(15,251
)


642,912Less-promotional allowances


(235
)


(17,818
)


(11,933
)






(29,986
)Net revenues


14,575



232,290



381,312



(15,251
)


612,926Operating expenses:Casino






44,052



239,776



(60
)


283,768Rooms






21,033



88







21,121Food and beverage






20,597



6,657



(361
)


26,893Convention, retail and other






18,186



955







19,141Provision for doubtful accounts






4,734



(17
)






4,717General and administrative






57,904



17,626



(14,830
)


60,700Corporate expense


24,529



79



86







24,694Rental expense






2,137



6,160







8,297Pre-opening expense






1,544



38,776







40,320Development expense


678







582







1,260Depreciation and amortization


1,873



22,480



11,368







35,721Loss on disposal of assets






22



39







6127,080



192,768



322,096



(15,251
)


526,693Operating income (loss)


(12,505
)


39,522



59,216







86,233Other income (expense):Interest income


2,312



11,237



9,575



(1,772
)


21,352Interest expense, net of amounts capitalized


(4,306
)


(27,296
)


(24,579
)


1,772



(54,409
)Other expense






(99
)


(2,205
)






(2,304
)Loss on early retirement of debt






(10,332
)


(373
)






(10,705
)Income from equity investment in subsidiaries


50,681



42,264







(92,945
)


Income before income taxes


36,182



55,296



41,634



(92,945
)


40,167Benefit (provision) for income taxes


(1,784
)


(4,615
)


630







(5,769
)Net income

$
34,398


$
50,681


$
42,264


$
(92,945
)

$
34,398  28




---



##### Table of Contents



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


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
274,320


$
1,325,395


$



$
1,599,715Rooms






278,666



107,712







386,378Food and beverage






99,361



81,929







181,290Convention, retail and other






87,522



82,936



(2,900
)


167,558



739,869



1,597,972



(2,900
)


2,334,941Less-promotional allowances


(1,213
)


(61,401
)


(79,865
)


(1,325
)


(143,804
)Net revenues


(1,213
)


678,468



1,518,107



(4,225
)


2,191,137Operating expenses:Casino






155,720



904,549



(1,175
)


1,059,094Rooms






64,278



15,949







80,227Food and beverage






46,245



47,017



(2,719
)


90,543Convention, retail and other






41,895



53,714







95,609Provision for doubtful accounts






13,149



952







14,101General and administrative






134,942



156,248



(331
)


290,859Corporate expense


54,376



472



4,291







59,139Rental expense






3,845



13,291







17,136Pre-opening expense


2,121



6,190



56,382







64,693Development expense


1,964







8,387







10,351Depreciation and amortization


4,597



102,057



125,860







232,514Loss on disposal of assets






5,978



1,046







7,02463,058



574,771



1,387,686



(4,225
)


2,021,290Operating income (loss)


(64,271
)


103,697



130,421







169,847Other income (expense):Interest income


2,721



4,999



4,393



(3,515
)


8,598Interest expense, net of amounts capitalized


(8,553
)


(100,529
)


(97,607
)


3,515



(203,174
)Other income (expense)


(39
)


(432
)


4,886







4,415Loss on early retirement of debt










(4,022
)






(4,022
)Income from equity investment in subsidiaries


54,048



44,239







(98,287
)


Income (loss) before income taxes


(16,094
)


51,974



38,071



(98,287
)


(24,336
)Benefit (provision) for income taxes


(3,936
)


2,074



1,970







108Noncontrolling interest










4,198







4,198Net income (loss)

$
(20,030
)

$
54,048


$
44,239


$
(98,287
)

$
(20,030
)  29




---



##### Table of Contents



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


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
205,031


$
719,582


$



$
924,613Rooms






189,354



3,516







192,870Food and beverage






77,757



34,536



(196
)


112,097Convention, retail and other


25,985



71,709



3,266



(26,621
)


74,33925,985



543,851



760,900



(26,817
)


1,303,919Less-promotional allowances


(447
)


(36,567
)


(25,761
)






(62,775
)Net revenues


25,538



507,284



735,139



(26,817
)


1,241,144Operating expenses:Casino






96,132



466,480



(147
)


562,465Rooms






43,461



184







43,645Food and beverage






37,854



13,308



(636
)


50,526Convention, retail and other






34,888



1,684







36,572Provision for doubtful accounts






20,345



(112
)






20,233General and administrative






109,338



35,367



(26,034
)


118,671Corporate expense


42,894



147



172







43,213Rental expense






4,277



10,728







15,005Pre-opening expense






2,646



60,131







62,777Development expense


1,506







2,100







3,606Depreciation and amortization


2,600



41,688



22,665







66,953Loss on disposal of assets






190



49







23947,000



390,966



612,756



(26,817
)


1,023,905Operating income (loss)


(21,462
)


116,318



122,383







217,239Other income (expense):Interest income


4,525



17,976



14,995



(3,480
)


34,016Interest expense, net of amounts capitalized


(7,528
)


(45,977
)


(38,996
)


3,480



(89,021
)Other expense


(6
)


(126
)


(9,205
)






(9,337
)Loss on early retirement of debt






(10,332
)


(373
)






(10,705
)Income from equity investment in subsidiaries


140,517



90,045







(230,562
)


Income before income taxes


116,046



167,904



88,804



(230,562
)


142,192Benefit (provision) for income taxes


9,266



(27,387
)


1,241







(16,880
)Net income

$
125,312


$
140,517


$
90,045


$
(230,562
)

$
125,312  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 Six Months Ended June 30, 2008
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by operating activities

$
18,232


$
62,986


$
112,174


$



$
193,392Cash flows from investing activities:Change in restricted cash






437



250,155







250,592Capital expenditures


(11,410
)


(382,515
)


(1,516,406
)






(1,910,331
)Deposit for potential gaming application included in other assets










(25,000
)






(25,000
)Intercompany notes receivable to non-guarantor subsidiaries






(31,519
)






31,519



Intercompany receivables to Guarantor Subsidiaries


(35,000
)










35,000



Intercompany receivables to non-guarantor subsidiaries


(25,000
)


(654,944
)






679,944



Repayment of receivables from Guarantor Subsidiaries


82,286











(82,286
)


Capital contributions to subsidiaries






(11,638
)






11,638



Net cash provided by (used in) investing activities


10,876



(1,080,179
)


(1,291,251
)


675,815



(1,684,739
)Cash flows from financing activities:Proceeds from exercise of stock options


6,434















6,434Excess tax benefits from stock-based compensation


1,631















1,631Capital contributions received










11,638



(11,638
)


Borrowings from Las Vegas Sands Corp.






35,000



25,000



(60,000
)


Borrowings from Guarantor Subsidiaries










686,463



(686,463
)


Repayments on borrowings from Las Vegas Sands Corp.






(82,286
)






82,286



Proceeds from Singapore permanent facility










1,417,936







1,417,936Proceeds from new senior secured credit facility-delayed
    draw I






600,000











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






450,000











450,000Proceeds from Macao credit facility










201,800







201,800Proceeds from ferry financing










154,971







154,971Proceeds from FF&E financings and other long-term debt






105,584



25,612







131,196Repayments on Singapore bridge facility










(1,356,807
)






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






(300,000
)










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






(15,000
)










(15,000
)Repayments on FF&E financings and other long-term debt






(8,350
)


(7,138
)






(15,488
)Repayments on airplane financings


(1,844
)














(1,844
)Proceeds from the sale of The Shoppes at The Palazzo






243,928











243,928Payments of deferred financing costs


(294
)


(15
)


(90,429
)






(90,738
)Net cash provided by financing activities


5,927



1,028,861



1,069,046



(675,815
)


1,428,019Effect of exchange rate on cash










7,948







7,948Increase (decrease) in cash and cash equivalents


35,035



11,668



(102,083
)






(55,380
)Cash and cash equivalents at beginning of period


73,489



129,684



653,977







857,150Cash and cash equivalents at end of period

$
108,524


$
141,352


$
551,894


$



$
801,770  31




---



##### Table of Contents



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


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(89,042
)

$
125,652


$
140,707


$



$
177,317Cash flows from investing activities:Change in restricted cash


(1,049
)


414,443



(503,863
)






(90,469
)Capital expenditures


(66,251
)


(457,393
)


(1,168,405
)






(1,692,049
)Intercompany receivable to Guarantor Subsidiaries


(79,902
)










79,902



Intercompany receivable to non-guarantor subsidiaries


(32,068
)


(221,754
)






253,822



Repayment of receivable from Guarantor Subsidiaries


65,974











(65,974
)


Repayment of receivable from non-guarantor subsidiaries


104,464



14,000







(118,464
)


Capital contributions to subsidiaries






(704
)






704



Net cash used in investing activities


(8,832
)


(251,408
)


(1,672,268
)


149,990



(1,782,518
)Cash flows from financing activities:Proceeds from exercise of stock options


11,481















11,481Excess tax benefits from stock-based compensation


2,812















2,812Capital contributions received










704



(704
)


Borrowings from Las Vegas Sands Corp.






79,902



32,068



(111,970
)


Borrowings from Guarantor Subsidiaries










221,754



(221,754
)


Repayment on borrowings from Las Vegas Sands Corp.






(65,974
)


(104,464
)


170,438



Repayment on borrowings from Guarantor Subsidiaries










(14,000
)


14,000



Proceeds from Macao credit facility










1,300,000







1,300,000Proceeds from Singapore credit facility










205,381







205,381Proceeds from new senior secured credit facility-term B






3,000,000











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






62,000











62,000Proceeds from airplane financings


92,250















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










52,000







52,000Proceeds from other long-term debt










6,173







6,173Repayments on senior secured credit facility-term B and term B
    delayed






(1,170,000
)










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






(322,128
)










(322,128
)Repayments on airplane financings


(922
)














(922
)Repayments on The Shoppes at The Palazzo construction loan










(166,500
)






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






(90,868
)










(90,868
)Repayments on FF&E credit facility and other long-term debt






(1,200
)


(9
)






(1,209
)Payments of deferred financing costs


(693
)


(53,969
)


(9,629
)






(64,291
)Net cash provided by financing activities


104,928



1,437,763



1,523,478



(149,990
)


2,916,179Effect of foreign exchange rate on cash










6,059







6,059Increase (decrease) in cash and cash equivalents


7,054



1,312,007



(2,024
)






1,317,037Cash and cash equivalents at beginning of period


69,100



94,146



304,820







468,066Cash and cash equivalents at end of period

$
76,154


$
1,406,153


$
302,796


$



$
1,785,103  32




---



##### 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
 33




---



##### Table of Contents



tm
  United
    States Development Projects
  Las
    Vegas Condominiums
    Sands
    Bethlehem
  124-acre
  Macao
    Development Projects
    
    Parcel 2 will be the Four Seasons Hotel Macao (the Four
    Seasons Macao), which will be adjacent to The Venetian
    Macao. The Four Seasons Macao is a boutique hotel with
    approximately 400 luxury hotel rooms (including 19 Paiza
    mansions), distinctive dining experiences, a full service spa
    and other amenities, approximately 70,000 square feet of
    gaming space, approximately 220,000 square feet of upscale
    retail offerings and approximately 1.0 million square feet
    of Four Seasons-serviced and -branded luxury apartment hotel
    units. We will own the entire development and have entered into
    a management agreement with 34




---



##### Table of Contents



Four Seasons Hotels Inc. to manage the hotel under its Four
    Seasons brand. We are currently negotiating a management
    agreement with Four Seasons Hotels Inc. to manage the serviced
    luxury apartment hotel units under its Four Seasons brand. The
    Four Seasons Macao is expected to open in summer 2008, with the
    Paiza mansions and the serviced luxury apartment hotel units
    being completed in spring 2009.  
    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
    to manage hotels under its Sheraton brand and a hotel and
    serviced luxury apartment hotel under its St. Regis brand. The
    Shangri-La and Traders tower and the first Sheraton tower,
    along with the casino and the shopping mall, are currently
    expected to open in summer 2009. The second Sheraton tower and
    the serviced luxury apartment hotel are currently expected to
    open late 2009 and early 2010, respectively.
    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.
    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.         35




---



##### Table of Contents



Singapore
    Development Project
    Hengqin
    Island 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 June 30,


Six Months Ended June 30,Percent








Percent2008


2007


Change


2008


2007


Change(In thousands, except for percentages)Net revenues

$
1,112,114


$
612,926



81.4
%

$
2,191,137


$
1,241,144



76.5
%Operating expenses


1,038,832



526,693



97.2
%


2,021,290



1,023,905



97.4
%Operating income


73,282



86,233



(15.0
)%


169,847



217,239



(21.8
)%Income (loss) before income taxes and noncontrolling interest


(15,776
)


40,167



(139.3
)%


(24,336
)


142,192



(117.1
)%Net income (loss)


(8,796
)


34,398



(125.6
)%


(20,030
)


125,312



(116.0
)%   Percent of Net RevenuesThree Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Operating expenses


93.4
%


85.9
%


92.2
%


82.5
%Operating income


6.6
%


14.1
%


7.8
%


17.5
%Income (loss) before income taxes and noncontrolling interest


(1.4
)%


6.6
%


(1.1
)%


11.5
%Net income (loss)


(0.8
)%


5.6
%


(0.9
)%


10.1
%   Operating
    Results
  Key
    operating revenue measurements
      Casino revenue measurements for Las
    Vegas:
 37




---



##### Table of Contents



Casino revenue measurements for Macao:
      Hotel revenue measurements:
  Three
    Months Ended June 30, 2008 compared to the Three Months
    Ended June 30, 2007
  Operating
    Revenues
    Three Months Ended June 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
804,274


$
458,879



75.3
%Rooms


195,689



95,002



106.0
%Food and beverage


98,050



57,738



69.8
%Convention, retail and other


88,700



31,293



183.4
%1,186,713



642,912



84.6
%Less  promotional allowances


(74,599
)


(29,986
)


148.8
%Total net revenues

$
1,112,114


$
612,926



81.4
%    38




---



##### Table of Contents



Three Months Ended June 30,2008


2007


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

$
262,229


$
373,486



(29.8
)%Non-Rolling Chip table games drop

$
657,722


$
900,724



(27.0
)%Non-Rolling Chip table games win percentage


19.5
%


18.4
%


1.1
ptsRolling Chip volume

$
6,181,379


$
7,262,501



(14.9
)%Rolling Chip win percentage


2.82
%


3.44
%


(0.62
)ptsSlot handle

$
260,494


$
317,360



(17.9
)%Slot hold percentage


8.1
%


6.9
%


1.2
ptsThe Venetian MacaoTotal casino revenues

$
415,557


$





%Non-Rolling Chip table games drop

$
851,551


$





%Non-Rolling Chip table games win percentage


20.3
%



%



ptsRolling Chip volume

$
9,892,814


$





%Rolling Chip win percentage


3.01
%



%



ptsSlot handle

$
447,019


$





%Slot hold percentage


8.1
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
126,488


$
85,393



48.1
%Table games drop

$
408,224


$
280,979



45.3
%Table games win percentage


20.5
%


20.1
%


0.4
ptsSlot handle

$
916,064


$
562,796



62.8
%Slot hold percentage


5.5
%


6.1
%


(0.6
)pts      39




---



##### Table of Contents



Three Months Ended June 30,2008


2007


ChangeLas Vegas Operating PropertiesTotal room revenues

$
142,425


$
93,268



52.7
%Average daily room rate

$
244


$
266



(8.3
)%Occupancy rate


91.6
%


100.9
%


(9.3
)ptsRevenue per available room

$
224


$
268



(16.4
)%The Venetian MacaoTotal room revenues

$
46,483


$





%Average daily room rate

$
225


$





%Occupancy rate


80.2
%



%



ptsRevenue per available room

$
180


$





%       Operating
    Expenses
    Three Months Ended June 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
539,626


$
283,768



90.2
%Rooms


39,946



21,121



89.1
%Food and beverage


49,503



26,893



84.1
%Convention, retail and other


50,642



19,141



164.6
%Provision for doubtful accounts


5,969



4,717



26.5
%General and administrative


147,906



60,700



143.7
%Corporate expense


33,602



24,694



36.1
%Rental expense


8,072



8,297



(2.7
)%Pre-opening expense


38,103



40,320



(5.5
)%Development expense


4,459



1,260



253.9
%Depreciation and amortization


119,101



35,721



233.4
%Loss on disposal of assets


1,903



61



3,019.7
%Total operating expenses

$
1,038,832


$
526,693



97.2
%    40




---



##### Table of Contents



Adjusted
    EBITDAR
   41




---



##### Table of Contents



Three Months Ended June 30,Percent2008


2007


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

$
106,620


$
83,221



28.1
%Macao:Sands Macao


54,074



116,593



(53.6
)%The Venetian Macao


140,155








%Other Asia


(12,976
)







%Total adjusted EBITDAR

$
287,873


$
199,814



44.1
%         Interest
    Expense
    Three Months Ended June 30,2008


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

$
120,111


$
112,376Less  capitalized interest


(31,637
)


(57,967
)Interest expense, net

$
88,474


$
54,409Cash paid for interest

$
108,053


$
91,794Average total debt balance

$
8,584,174


$
5,774,430Weighted average interest rate


5.6
%


7.8
%    42




---



##### Table of Contents



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


2007


Change(In thousands, except for percentages)Casino

$
1,599,715


$
924,613



73.0
%Rooms


386,378



192,870



100.3
%Food and beverage


181,290



112,097



61.7
%Convention, retail and other


167,558



74,339



125.4
%2,334,941



1,303,919



79.1
%Less  promotional allowances


(143,804
)


(62,775
)


129.1
%Total net revenues

$
2,191,137


$
1,241,144



76.5
%      43




---



##### Table of Contents



Six Months Ended June 30,2008


2007


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

$
526,589


$
719,582



(26.8
)%Non-Rolling Chip table games drop

$
1,381,277


$
1,937,736



(28.7
)%Non-Rolling Chip table games win percentage


19.8
%


18.5
%


1.3
ptsRolling Chip volume

$
11,789,777


$
14,119,491



(16.5
)%Rolling Chip win percentage


2.69
%


3.12
%


(0.43
)ptsSlot handle

$
513,992


$
614,454



(16.3
)%Slot hold percentage


8.2
%


7.1
%


1.1
ptsThe Venetian MacaoTotal casino revenues

$
798,806


$





%Non-Rolling Chip table games drop

$
1,731,621


$





%Non-Rolling Chip table games win percentage


19.9
%



%



ptsRolling Chip volume

$
18,599,824


$





%Rolling Chip win percentage


2.99
%



%



ptsSlot handle

$
819,938


$





%Slot hold percentage


8.3
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
274,320


$
205,031



33.8
%Table games drop

$
864,803


$
634,107



36.4
%Table games win percentage


23.1
%


25.1
%


(2.0
)ptsSlot handle

$
1,732,283


$
1,151,240



50.5
%Slot hold percentage


5.7
%


6.1
%


(0.4
)pts       Six Months Ended June 30,2008


2007


ChangeLas Vegas Operating PropertiesTotal room revenues

$
278,666


$
189,354



47.2
%Average daily room rate

$
253


$
271



(6.6
)%Occupancy rate


89.1
%


99.8
%


(10.7
)ptsRevenue per available room

$
226


$
271



(16.6
)%The Venetian MacaoTotal room revenues

$
94,173


$





%Average daily room rate

$
228


$





%Occupancy rate


79.4
%



%



ptsRevenue per available room

$
181


$





%  44




---



##### Table of Contents



Operating
    Expenses
    Six Months Ended June 30,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
1,059,094


$
562,465



88.3
%Rooms


80,227



43,645



83.8
%Food and beverage


90,543



50,526



79.2
%Convention, retail and other


95,609



36,572



161.4
%Provision for doubtful accounts


14,101



20,233



(30.3
)%General and administrative


290,859



118,671



145.1
%Corporate expense


59,139



43,213



36.9
%Rental expense


17,136



15,005



14.2
%Pre-opening expense


64,693



62,777



3.1
%Development expense


10,351



3,606



187.0
%Depreciation and amortization


232,514



66,953



247.3
%Loss on disposal of assets


7,024



239



2,838.9
%Total operating expenses

$
2,021,290


$
1,023,905



97.4
%          45




---



##### Table of Contents



Adjusted
    EBITDAR
    Six Months Ended June 30,Percent2008


2007


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

$
229,181


$
195,323



17.3
%Macao:Sands Macao


119,692



218,889



(45.3
)%The Venetian Macao


250,490








%Other Asia


(23,238
)







%Total adjusted EBITDAR

$
576,125


$
414,212



39.1
%    46




---



##### Table of Contents



Interest
    Expense
    Six Months Ended June 30,2008


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

$
265,394


$
193,808Less  capitalized interest


(62,220
)


(104,787
)Interest expense, net

$
203,174


$
89,021Cash paid for interest

$
239,960


$
172,210Average total debt balance

$
8,332,448


$
4,981,191Weighted average interest rate


6.4
%


7.8
%     Other
    Factors Effecting Earnings
       47




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Six Months Ended June 30,2008


2007(In thousands)Net cash provided by operations

$
193,392


$
177,317Investing cash flows:Change in restricted cash


250,592



(90,469
)Capital expenditures


(1,910,331
)


(1,692,049
)Deposit for potential gaming application included in other assets


(25,000
)


Net cash used in investing activities


(1,684,739
)


(1,782,518
)Financing cash flows:Proceeds from long term-debt


2,955,903



4,717,804Repayments of long-term debt


(1,689,139
)


(1,751,627
)Other


161,255



(49,998
)Net cash provided by financing activities


1,428,019



2,916,179Effect of exchange rate on cash


7,948



6,059Net increase (decrease) in cash and cash equivalents

$
(55,380
)

$
1,317,037   Cash
    Flows  Operating Activities
    Cash
    Flows  Investing Activities
     48




---



##### Table of Contents



Cash
    Flows  Financing Activities
    Development
    Financing Strategy
         49




---



##### Table of Contents



50




---



##### Table of Contents



Aggregate
    Indebtedness and Other Known Contractual Obligations
  Form 10-K
  Payments Due by Period Ending June 30, 2008(10)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)






180,988



723,956



563,469



1,468,413New senior secured credit facility-revolver(3)










150,000







150,000New senior secured credit facility-delayed draw I(4)


5,978



11,777



11,544



570,701



600,000FF&E financings(5)


14,306



85,999











100,305Macao credit facility(6)






201,800











201,800Ferry financing(7)






36,464



36,464



82,043



154,971Variable interest payments(8)


40,740



74,484



32,787



13,366



161,377Ferries purchase commitment(9)


56,430















56,430Total

$
117,454


$
591,512


$
263,522


$
597,049


$
1,569,537     (1)
    
    Amount represents the payment of $1.32 billion during 2008.(2)
    
    Amount represents the fully drawn Singapore Permanent Facility
    A. The Singapore Permanent Facility A matures on March 31,
    2015, with MBS required to repay or prepay the Singapore
    Permanent Facility A 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 on a pro rata basis with any amounts outstanding
    under the Singapore Permanent Facility B at such time in an
    aggregate amount equal to SGD 125.0 million (approximately
    $91.8 million at exchange rates in effect on June 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 on a pro rata basis with any amounts
    outstanding under the Singapore Permanent Facility B at such
    time with a percentage of excess free cash flow (as defined by
    the Singapore Permanent Facility Agreement).(3)
    
    Amount represents the additional $150.0 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 $600.0 million borrowed 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 beginning
    on September 30, 2008, 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. 51




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##### Table of Contents



(5)
    
    Amount represents the additional $100.3 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.(6)
    
    Amount represents the additional $201.8 million borrowed
    during 2008 under the Macao Revolving Facility. The Macao
    Revolving Facility matures in May 2011, and has no interim
    amortization.(7)
    
    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.(8)
    
    Amount represents the incremental increase in estimated variable
    interest payments based on the changes in long-term debt
    obligations noted above. Based on June 30, 2008, London
    Interbank Offer Rate (LIBOR), Hong Kong Interbank
    Offer Rate (HIBOR) and Singapore Swap Offer Rate of
    2.8%, 2.3% and 1.2%, respectively, plus the applicable interest
    rate margin in accordance with the respective debt agreements.(9)
    
    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.(10)
    
    As of June 30, 2008, we had a $20.6 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
    
    general economic and business conditions which may impact levels
    of disposable income, consumer spending and pricing of hotel
    rooms;
    the uncertainty of tourist behavior related to spending and
    vacationing at casino-resorts in Las Vegas, Macao and Singapore; 52




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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;
    new developments, construction and ventures, including The
    Venetian Macao and other Cotai Strip developments, Marina Bay
    Sands, Sands Bethlehem and the Las Vegas condominiums;
    our ability to obtain sufficient funding for our current and
    future developments, including our Cotai Strip developments;
    the passage of new legislation and receipt of governmental
    approvals for our proposed developments in Macao, Singapore and
    other jurisdictions where we are planning to operate;
    our substantial leverage, debt service and debt covenant
    compliance (including sensitivity to fluctuations in interest
    rates and other capital markets trends);
    our insurance coverage, including the risk that we have not
    obtained sufficient coverage against acts of terrorism or will
    only be able to obtain additional coverage at significantly
    increased rates;
    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
    any future litigation.    ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   53




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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

$



$



$



$



$



$
250.0


$
250.0


$
215.3Average interest rate(2)






















6.4
%


6.4
%


9.2
%Variable rate

$
110.7


$
134.9


$
897.1


$
1,274.7


$
2,152.1


$
4,105.4


$
8,674.9


$
8,674.9Average interest rate(2)


4.7
%


4.7
%


4.6
%


4.5
%


4.8
%


4.4
%


4.5
%


4.5
%ASSETSCap Agreements(3)

$



$
0.1


$
8.3


$



$



$



$
8.4


$
8.4     (1)
    
    The fair values are based on the borrowing rates currently
    available for debt instruments with similar terms and maturities
    and market quotes of our publicly traded debt.(2)
    
    Based upon contractual interest rates for fixed rate
    indebtedness or current LIBOR, HIBOR and Singapore Swap Offer
    Rate for variable-rate indebtedness. Based on variable-rate debt
    levels as of June 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
    $86.9 million.(3)
    
    As of June 30, 2008, we have eight interest rate cap
    agreements with an aggregate fair value of approximately
    $8.4 million, based on quoted market values from the
    institutions holding the agreements.     54




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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
  Our
    business is particularly sensitive to reductions in
    discretionary consumer spending as a result of downturns in the
    economy.
   55




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##### Table of Contents



The
    number of visitors to Macao, particularly visitors from mainland
    China, may decline or travel to Macao may be
    disrupted.
        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. 56




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##### Table of Contents



Form 10-Q Form 10-K
  ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS          Nominees for Director

Votes For


Votes WithheldCharles D. Forman


308,468,651



32,650,860George P. Koo


340,373,796



725,715Irwin A. Siegel


339,241,056



230,228  57




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##### Table of Contents



BrokerVotes For


Votes Against


Abstentions


Non-VotesRatification of Independent Registered Public Accounting Firm


329,241,056



230,220



44,409



0Ratification of performance-based compensation provisions of the
    Companys 2004 Equity Award Plan


325,922,390



2,252,880



37,987



0Ratification of performance-based compensation provisions of the
    Companys Executive Cash Incentive Plan


338,649,692



786,193



79,797



0  58




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##### Table of Contents



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

Description of Document31
.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.  59




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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       60




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  EXHIBIT INDEX
  Exhibit No.

Description of Document31
.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.