##### 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, 2009o

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

27-0099920(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)3355 Las Vegas Boulevard South

89109Las Vegas, Nevada

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

Outstanding at August 3, 2009Common Stock ($0.001 par value)

660,322,694 shares




---



##### 



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


Financial Statements (unaudited)


3Condensed Consolidated Balance Sheets at
    June 30, 2009 and December 31, 2008


3Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2009 and
    2008


4Condensed Consolidated Statements of Equity and
    Comprehensive Loss for the Year Ended December 31, 2008 and
    the Six Months Ended June 30, 2009


5Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2009 and 2008


6Notes to Condensed Consolidated Financial
    Statements


7Item 2.


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


35Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


56Item 4.


Controls and Procedures


57PART II
    OTHER INFORMATIONItem 1.


Legal Proceedings


57Item 1A.


Risk Factors


58Item 4.


Submission of Matters to a Vote of Security
    Holders


58Item 5.


Other Matters


58Item 6.


Exhibits


59Signatures


60EX-10.1EX-10.2EX-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 SUBSIDIARIESCondensed Consolidated Balance Sheets
 June 30,


December 31,2009


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

$
2,585,033


$
3,038,163Restricted cash


188,639



194,816Accounts receivable, net


367,244



384,819Inventories


27,180



28,837Deferred income taxes


23,371



22,971Prepaid expenses and other


26,474



71,670Total current assets


3,217,941



3,741,276Property and equipment, net


12,507,769



11,868,228Deferred financing costs, net


144,884



158,776Deferred income taxes


98,447



44,189Leasehold interests in land, net


1,094,193



1,099,938Other assets, net


233,761



231,706Total assets

$
17,296,995


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

$
88,141


$
71,035Construction payables


781,191



736,713Accrued interest payable


10,057



14,750Other accrued liabilities


611,913



593,295Current maturities of long-term debt


141,144



114,623Total current liabilities


1,632,446



1,530,416Other long-term liabilities


80,334



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


243,928



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


56,005



57,736Deferred rent from mall transactions


149,922



150,771Long-term debt


10,636,260



10,356,115Total liabilities


12,798,895



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


364,561



318,289Commitments and contingencies (Note 8)Equity:Preferred stock, $0.001 par value, 50,000,000 shares
    authorized, 4,089,999 and 5,196,300 shares issued and
    outstanding with warrants to purchase up to 68,166,786 and
    86,605,173 shares of common stock


234,607



298,066Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 660,322,694 and 641,839,018 shares issued and
    outstanding


660



642Treasury stock, at cost, 2,253 shares


(13
)


Capital in excess of par value


3,173,197



3,090,292Accumulated other comprehensive income


14,798



17,554Retained earnings


710,739



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


4,133,988



4,422,108Noncontrolling interest


(449
)


3,073Total equity


4,133,539



4,425,181Total liabilities and equity

$
17,296,995


$
17,144,113    3




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,2009


2008


2009


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

$
798,053


$
804,274


$
1,595,978


$
1,599,715Rooms


161,969



195,689



336,357



386,378Food and beverage


87,087



98,050



174,395



181,290Convention, retail and other


95,885



88,700



209,372



167,5581,142,994



1,186,713



2,316,102



2,334,941Less-promotional allowances


(84,294
)


(74,599
)


(178,340
)


(143,804
)Net revenues


1,058,700



1,112,114



2,137,762



2,191,137Operating expenses:Casino


532,476



539,626



1,081,373



1,059,094Rooms


31,524



39,946



65,291



80,227Food and beverage


44,819



49,503



87,461



90,543Convention, retail and other


63,234



50,642



122,477



95,609Provision for doubtful accounts


20,707



5,969



41,717



14,101General and administrative


123,800



147,906



245,103



290,859Corporate expense


64,307



33,602



87,731



59,139Rental expense


7,877



8,072



15,806



17,136Pre-opening expense


41,830



38,103



86,764



64,693Development expense


10



4,459



264



10,351Depreciation and amortization


143,633



119,101



282,882



232,514Impairment loss


151,175







151,175



Loss on disposal of assets


4,653



1,903



4,784



7,0241,230,045



1,038,832



2,272,828



2,021,290Operating income (loss)


(171,345
)


73,282



(135,066
)


169,847Other income (expense):Interest income


2,692



3,133



8,241



8,598Interest expense, net of amounts capitalized


(64,871
)


(88,474
)


(135,989
)


(203,174
)Other income (expense)


773



(3,684
)


(4,970
)


4,415Loss on early retirement of debt






(33
)






(4,022
)Loss before income taxes


(232,751
)


(15,776
)


(267,784
)


(24,336
)Income tax benefit


54,488



2,782



53,675



108Net loss


(178,263
)


(12,994
)


(214,109
)


(24,228
)Noncontrolling interest


2,323



4,198



3,563



4,198Net loss attributable to Las Vegas Sands Corp.


(175,940
)


(8,796
)


(210,546
)


(20,030
)Preferred stock dividends


(23,172
)






(46,326
)


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


(23,136
)






(46,272
)


Net loss attributable to common stockholders

$
(222,248
)

$
(8,796
)

$
(303,144
)

$
(20,030
)Basic and diluted loss per share

$
(0.34
)

$
(0.02
)

$
(0.46
)

$
(0.06
)Basic and diluted weighted average shares outstanding


658,877,256



355,364,583



653,370,686



355,319,560    4




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##### Table of Contents



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


ComprehensivePreferred


Common


Treasury


Excess of


Income


Retained


NoncontrollingStock


Stock


Stock


Par Value


(Loss)


Earnings


Interest


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

$



$
355


$



$
1,064,878


$
(2,493
)

$
1,197,534


$
4,926


$
2,265,200Net loss






















(163,558
)


(4,767
)


(168,325
)Currency translation adjustment


















20,047











20,047Total comprehensive loss






























(148,278
)Exercise of stock options






1







6,833















6,834Tax benefit from stock-based compensation














1,117















1,117Stock-based compensation














59,643















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


298,066



200







1,482,907















1,781,173Extinguishment of convertible senior notes






86







474,914















475,000Contribution from noncontrolling interest


























2,914



2,914Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family






















(6,854
)






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






















(11,568
)






(11,568
)Balance at December 31, 2008


298,066



642







3,090,292



17,554



1,015,554



3,073



4,425,181Net loss






















(210,546
)


(3,563
)


(214,109
)Currency translation adjustment


















(2,756
)










(2,756
)Total comprehensive loss






























(216,865
)Tax shortfall from stock-based compensation














(3,284
)














(3,284
)Stock-based compensation














22,528















22,528Purchase of treasury stock










(13
)


















(13
)Warrants exercised and settled with preferred stock


(63,459
)


18







63,441















Contribution from noncontrolling interest


























41



41Deemed contribution from Principal Stockholder














220















220Dividends declared, net of amounts previously accrued






















(41,143
)






(41,143
)Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family






















(6,854
)






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






















(46,272
)






(46,272
)Balance at June 30, 2009

$
234,607


$
660


$
(13
)

$
3,173,197


$
14,798


$
710,739


$
(449
)

$
4,133,539    5




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  Condensed Consolidated Statements of Cash
    Flows
  Six Months EndedJune 30,2009


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

$
(214,109
)

$
(24,228
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


282,882



232,514Amortization of leasehold interests in land included in rental
    expense


14,451



13,291Amortization of deferred financing costs and original issue
    discount


13,248



19,518Amortization of deferred gain and rent


(2,580
)


(2,502
)Deferred rent from mall transactions






48,843Loss on early retirement of debt






4,022Impairment and loss on disposal of assets


155,959



7,024Stock-based compensation expense


20,905



23,833Provision for doubtful accounts


41,717



14,101Foreign exchange (gain) loss


14



(2,740
)Excess tax benefits from stock-based compensation






(1,631
)Deferred income taxes


(57,942
)


(19,055
)Non-cash contribution from Principal Stockholder included in
    corporate expense


220



Changes in operating assets and liabilities:Accounts receivable


(24,009
)


(96,931
)Inventories


1,659



(4,962
)Prepaid expenses and other


43,328



(41,699
)Leasehold interests in land


(17,671
)


(18,448
)Accounts payable


17,100



4,587Accrued interest payable


(4,498
)


5,916Other accrued liabilities


37,172



31,939Net cash provided by operating activities


307,846



193,392Cash flows from investing activities:Capital expenditures


(1,022,534
)


(1,910,331
)Change in restricted cash


3,821



250,592Deposit for potential gaming application included in other assets






(25,000
)Net cash used in investing activities


(1,018,713
)


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






6,434Excess tax benefits from stock-based compensation






1,631Dividends paid to preferred stockholders


(47,997
)


Purchase of treasury stock


(13
)


Proceeds from long-term debt (Note 3)


504,379



2,955,903Repayments on long-term debt (Note 3)


(194,636
)


(1,689,139
)Proceeds from the sale of The Shoppes at The Palazzo






243,928Contribution from noncontrolling interest


41



Payments of deferred financing costs


(4,431
)


(90,738
)Net cash provided by financing activities


257,343



1,428,019Effect of exchange rate on cash


394



7,948Decrease in cash and cash equivalents


(453,130
)


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


3,038,163



857,150Cash and cash equivalents at end of period

$
2,585,033


$
801,770Supplemental disclosure of cash flow information:Cash payments for interest, net of amounts capitalized

$
127,481


$
177,740Cash payments for taxes, net of refunds

$
(70,007
)

$
67Changes in construction payables

$
44,478


$
87,499Non-cash investing and financing activities:Capitalized stock-based compensation costs

$
1,623


$
2,571Accumulated but undeclared dividend requirement on preferred
    stock issued to Principal Stockholders family

$
6,854


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

$
46,272


$
Warrants exercised and settled through tendering of preferred
    stock

$
63,459


$
    6




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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  Overview
  Form 10-K
  Form 10-Q
  Operations
  Las
    Vegas
    Pennsylvania
     7




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Macau
  20-year
  tm
  tm tm
  Development
    Projects
    United
    States Development Project
  St. Regis
    Residences
   8




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Hengqin
    Island Development Project
    Other
    Development Projects
    Development
    Financing Strategy
      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)
    and/or true-up)); and/or
    Recent
    Accounting Pronouncements
     12




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##### Table of Contents



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




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 2 
    PROPERTY
    AND EQUIPMENT, NET    June 30,


December 31,2009


2008Land and improvements

$
344,206


$
341,927Building and improvements


6,657,822



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


1,670,957



1,547,261Transportation


363,414



322,194Construction in progress


4,843,114



4,438,21613,879,513



12,959,092Less  accumulated depreciation and amortization


(1,371,744
)


(1,090,864
)$
12,507,769


$
11,868,228     June 30,


December 31,2009


2008Marina Bay Sands

$
2,089,016


$
1,422,795Other Macau Development Projects (principally Cotai Strip
    parcels 5 and 6)


1,950,632



1,917,547Four Seasons Macao


318,963



255,373The Palazzo and The Shoppes at The Palazzo


168,076



166,450Sands Bethlehem


106,288



413,563Other


210,139



262,488$
4,843,114


$
4,438,216    14




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            NOTE 3 
    LONG-TERM
    DEBT    June 30,


December 31,2009


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

$
2,940,000


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


594,000



597,000Senior Secured Credit Facility  Delayed Draw II


398,000



400,000Senior Secured Credit Facility  Revolving


775,860



775,8606.375% Senior Notes


248,722



248,608FF&E Facility


125,250



141,950Airplane Financings


83,953



85,797Other


5,233



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


1,795,500



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


698,250



700,000Macau Credit Facility  Revolving


570,299



695,299Macau Credit Facility  Local Term


94,308



100,589Ferry Financing


228,466



218,564Other


11,023



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


2,208,540



1,735,25210,777,404



10,470,738Less  current maturities


(141,144
)


(114,623
)Total long-term debt

$
10,636,260


$
10,356,115  15




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Corporate
    and U.S. Related Debt
  Senior
    Secured Credit Facility
      Macau
    Related Debt
  Macau
    Credit Facility
      Singapore
    Related Debt
  Singapore
    Permanent Facilities
    Cash
    Flows from Financing Activities
    Six Months EndedJune 30,2009


2008Proceeds from Singapore Permanent Facilities

$
494,492


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






1,050,000Proceeds from Macau Credit Facility






201,800Proceeds from Ferry Financing


9,887



154,971Proceeds from FF&E Facility and Other Long-Term Debt






131,196$
504,379


$
2,955,903Repayments on Macau Credit Facility

$
(137,537
)

$
Repayments on Senior Secured Credit Facility


(20,000
)


(315,000
)Repayments on Singapore Permanent Facilities


(17,992
)


Repayments on Singapore Bridge Facility






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


(17,263
)


(15,488
)Repayments on Airplane Financings


(1,844
)


(1,844
)$
(194,636
)

$
(1,689,139
)  16




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Long-Term Debt
    NOTE 4 
    EQUITY
    AND LOSS PER SHARE  Preferred
    Stock and Warrants
    Preferred StockDividends Paid to


Preferred StockBoard of Directors



Principal


Dividends Paid to


Total Preferred StockDeclaration Date

Payment Date

Stockholders Family


Public Holders


Dividends PaidFebruary 5, 2009

February 17, 2009

$
13,125


$
11,347


$
24,472April 30, 2009

May 15, 2009


13,125



10,400



23,525$
47,997July 31, 2009

August 17, 2009

$
13,125


$
10,225


$
23,350       Treasury
    Stock
    Accumulated
    Other Comprehensive Income and Comprehensive Income
    (Loss)
   17




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Equity Transactions
    Loss
    Per Share
    Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


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


658,877,256



355,364,583



653,370,686



355,319,560Potential dilution from stock options, restricted stock and
    warrants














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


658,877,256



355,364,583



653,370,686



355,319,560Antidilutive stock options, restricted stock and warrants
    excluded from the calculation of diluted loss per share


170,644,057



10,503,300



170,644,057



10,503,300   NOTE 5 
    INCOME
    TAXES       18




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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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Compensation expense:Stock options

$
8,973


$
13,275


$
20,070


$
22,413Restricted shares


336



737



835



1,420$
9,309


$
14,012


$
20,905


$
23,833Compensation cost capitalized as part of property and equipment

$
996


$
1,525


$
1,623


$
2,571Stock options granted


1,449



2,382



7,048



4,155Weighted average grant date fair value

$
5.16


$
28.88


$
2.44


$
30.61Restricted shares granted


37



6



66



27Weighted average grant date fair value

$
9.49


$
64.18


$
7.38


$
71.67     Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Weighted average volatility


77.45
%


35.85
%


74.75
%


35.85
%Expected term (in years)


6.3



6.5



5.0



6.3Risk-free rate


2.65
%


2.96
%


2.65
%


2.96
%Expected dividends














   NOTE 7 
    FAIR
    VALUE MEASUREMENTS   19




---



##### Table of Contents



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


Fair Value Measurements at June 30, 2009 Using:Value at


Quoted Market


Significant Other


SignificantJune 30,


Prices in Active


Observable Inputs


Unobservable Inputs2009


Markets (Level 1)


(Level 2)


(Level 3)Cash equivalents(1)

$
2,109,182


$
2,109,182


$



$
Interest rate caps(2)

$
1,695


$



$
1,695


$
     (1)
    
    The Company has short-term investments classified as cash
    equivalents as the original maturities are less than
    90 days.(2)
    
    The Company has 17 interest rate cap agreements with an
    aggregate fair value of approximately $1.7 million, based
    on quoted market values from the institutions holding the
    agreements as of June 30, 2009.  NOTE 8 
    COMMITMENTS
    AND CONTINGENCIES  Litigation
    Matters
    The
    Palazzo Construction Litigation
    Litigation
    Relating to Macau Operations
  and/or
 20




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a/k/a
     21




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stockholder
    Derivative Litigation
      China
    Matters
    Singapore
    Development Project
    Other
    Agreements
  Shangri-La,
 22




---



##### Table of Contents



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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Net RevenuesUnited States:Las Vegas Operating Properties

$
291,002


$
348,403


$
608,506


$
699,977Sands Bethlehem


32,711







32,711



Macau:Sands Macao


234,198



268,249



458,610



536,499The Venetian Macao


443,213



493,673



926,866



949,414Four Seasons Macao


48,700







95,691



Other Asia


8,876



1,789



15,378



5,247Total net revenues

$
1,058,700


$
1,112,114


$
2,137,762


$
2,191,137 23




---



##### Table of Contents



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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Adjusted EBITDAR(1)United States:Las Vegas Operating Properties

$
78,110


$
106,620


$
167,884


$
229,181Sands Bethlehem


2,837







2,837



Macau:Sands Macao


61,049



54,074



111,407



119,692The Venetian Macao


109,974



140,155



231,460



250,490Four Seasons Macao


5,563







9,931



Other Asia


(9,891
)


(12,976
)


(15,901
)


(23,238
)Total adjusted EBITDAR


247,642



287,873



507,618



576,125Other Operating ExpensesStock-based compensation expense


(5,502
)


(9,351
)


(13,278
)


(15,421
)Corporate expense


(64,307
)


(33,602
)


(87,731
)


(59,139
)Rental expense


(7,877
)


(8,072
)


(15,806
)


(17,136
)Pre-opening expense


(41,830
)


(38,103
)


(86,764
)


(64,693
)Development expense


(10
)


(4,459
)


(264
)


(10,351
)Depreciation and amortization


(143,633
)


(119,101
)


(282,882
)


(232,514
)Impairment loss


(151,175
)






(151,175
)


Loss on disposal of assets


(4,653
)


(1,903
)


(4,784
)


(7,024
)Operating income (loss)


(171,345
)


73,282



(135,066
)


169,847Other Non-Operating Costs and ExpensesInterest income


2,692



3,133



8,241



8,598Interest expense, net of amounts capitalized


(64,871
)


(88,474
)


(135,989
)


(203,174
)Other income (expense)


773



(3,684
)


(4,970
)


4,415Loss on early retirement of debt






(33
)






(4,022
)Income tax benefit


54,488



2,782



53,675



108Noncontrolling interest


2,323



4,198



3,563



4,198Net loss attributable to Las Vegas Sands Corp.

$
(175,940
)

$
(8,796
)

$
(210,546
)

$
(20,030
)     (1)
    
    Adjusted EBITDAR is net loss attributable to Las Vegas Sands
    Corp. before interest, income taxes, depreciation and
    amortization, pre-opening expense, development expense, other
    income (expense), loss on early retirement of debt, loss on
    disposal of assets, impairment loss, rental expense, corporate
    expense, stock-based compensation expense 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.  24




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Six Months EndedJune 30,2009


2008Capital ExpendituresCorporate and Other

$
28,331


$
47,347United States:Las Vegas Operating Properties


54,693



392,316Sands Bethlehem


174,188



100,360Macau:Sands Macao


4,721



23,518The Venetian Macao


12,512



68,699Four Seasons Macao


128,081



343,445Other Asia


16,445



43,798Other Development Projects


56,076



490,444Singapore


547,487



400,404Total capital expenditures

$
1,022,534


$
1,910,331   June 30,


December 31,2009


2008Total AssetsCorporate and Other

$
491,834


$
707,276United States:Las Vegas Operating Properties


6,130,757



6,562,124Sands Bethlehem


710,016



475,256Macau:Sands Macao


532,129



592,998The Venetian Macao


2,918,411



3,060,279Four Seasons Macao


1,060,266



973,892Other Asia


347,576



347,359Other Development Projects


2,099,288



2,015,386Singapore


3,006,718



2,409,543Total assets

$
17,296,995


$
17,144,113   NOTE 10 
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION   25




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   26




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Condensed
    Consolidating Balance Sheets
    June 30, 2009
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
3,265


$
2,188,997


$
392,771


$



$
2,585,033Restricted cash






6,274



182,365







188,639Intercompany receivables


11,519



143,692







(155,211
)


Accounts receivable, net


1,820



136,178



233,537



(4,291
)


367,244Inventories


1,852



12,201



13,127







27,180Deferred income taxes


990



21,866



515







23,371Prepaid expenses and other


2,573



4,757



19,144







26,474Total current assets


22,019



2,513,965



841,459



(159,502
)


3,217,941Property and equipment, net


144,970



3,883,465



8,479,334







12,507,769Investments in subsidiaries


4,231,764



1,919,303







(6,151,067
)


Deferred financing costs, net


1,191



44,667



99,026







144,884Intercompany receivables


424,511



896,353







(1,320,864
)


Intercompany notes receivable


114,804



470,388







(585,192
)


Deferred income taxes


141,163







242



(42,958
)


98,447Leasehold interests in land, net










1,094,193







1,094,193Other assets, net


2,695



27,937



203,129







233,761Total assets

$
5,083,117


$
9,756,078


$
10,717,383


$
(8,259,583
)

$
17,296,995Accounts payable

$
7,772


$
31,913


$
52,747


$
(4,291
)

$
88,141Construction payables






27,679



753,512







781,191Intercompany payables


142,043







13,168



(155,211
)


Accrued interest payable


6,097



373



3,587







10,057Other accrued liabilities


42,057



128,408



441,448







611,913Current maturities of long-term debt


3,688



65,050



72,406







141,144Total current liabilities


201,657



253,423



1,336,868



(159,502
)


1,632,446Other long-term liabilities


53,923



9,613



16,798







80,334Intercompany payables










1,320,864



(1,320,864
)


Intercompany notes payable










585,192



(585,192
)


Deferred amounts related to mall transactions






449,855











449,855Deferred income taxes






42,958







(42,958
)


Long-term debt


328,988



4,768,060



5,539,212







10,636,260Total liabilities


584,568



5,523,909



8,798,934



(2,108,516
)


12,798,895Preferred stock issued to Principal Stockholders family


364,561















364,561Total Las Vegas Sands Corp. stockholders equity


4,133,988



4,231,764



1,919,303



(6,151,067
)


4,133,988Noncontrolling interest






405



(854
)






(449
)Total equity


4,133,988



4,232,169



1,918,449



(6,151,067
)


4,133,539Total liabilities and equity

$
5,083,117


$
9,756,078


$
10,717,383


$
(8,259,583
)

$
17,296,995  27




---



##### Table of Contents



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


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
294,563


$
2,286,825


$
456,775


$



$
3,038,163Restricted cash






6,225



188,591







194,816Intercompany receivables


19,586



16,683



4,843



(41,112
)


Accounts receivable, net


1,168



146,085



242,270



(4,704
)


384,819Inventories


645



14,776



13,416







28,837Deferred income taxes


1,378



21,446



147







22,971Prepaid expenses and other


45,768



4,577



21,717



(392
)


71,670Total current assets


363,108



2,496,617



927,759



(46,208
)


3,741,276Property and equipment, net


148,543



4,128,835



7,590,850







11,868,228Investments in subsidiaries


4,105,980



1,642,651







(5,748,631
)


Deferred financing costs, net


1,353



47,441



109,982







158,776Intercompany receivables


398,398



1,296,988







(1,695,386
)


Intercompany notes receivable


94,310



86,249







(180,559
)


Deferred income taxes


25,251



18,722



216







44,189Leasehold interests in land, net










1,099,938







1,099,938Other assets, net


3,677



25,701



202,328







231,706Total assets

$
5,140,620


$
9,743,204


$
9,931,073


$
(7,670,784
)

$
17,144,113Accounts payable

$
5,004


$
34,069


$
36,666


$
(4,704
)

$
71,035Construction payables






90,490



646,223







736,713Intercompany payables


16,683



4,843



19,586



(41,112
)


Accrued interest payable


6,191



758



7,801







14,750Other accrued liabilities


4,943



175,617



412,735







593,295Income taxes payable










392



(392
)


Current maturities of long-term debt


3,688



65,049



45,886







114,623Total current liabilities


36,509



370,826



1,169,289



(46,208
)


1,530,416Other long-term liabilities


32,996



8,798



19,883







61,677Intercompany payables










1,695,386



(1,695,386
)


Intercompany notes payable










180,559



(180,559
)


Deferred amounts related to mall transactions






452,435











452,435Long-term debt


330,718



4,804,760



5,220,637







10,356,115Total liabilities


400,223



5,636,819



8,285,754



(1,922,153
)


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


318,289















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


4,422,108



4,105,980



1,642,651



(5,748,631
)


4,422,108Noncontrolling interest






405



2,668







3,073Total equity


4,422,108



4,106,385



1,645,319



(5,748,631
)


4,425,181Total liabilities and equity

$
5,140,620


$
9,743,204


$
9,931,073


$
(7,670,784
)

$
17,144,113  28




---



##### 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, 2009
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
119,068


$
678,985


$



$
798,053Rooms






112,821



49,148







161,969Food and beverage






44,188



42,899







87,087Convention, retail and other






41,628



55,098



(841
)


95,885



317,705



826,130



(841
)


1,142,994Less-promotional allowances


(186
)


(40,471
)


(43,019
)


(618
)


(84,294
)Net revenues


(186
)


277,234



783,111



(1,459
)


1,058,700Operating expenses:Casino






67,854



465,028



(406
)


532,476Rooms






24,947



6,577







31,524Food and beverage






19,322



27,099



(1,602
)


44,819Convention, retail and other






20,078



42,357



799



63,234Provision for doubtful accounts






11,662



9,045







20,707General and administrative






59,493



64,557



(250
)


123,800Corporate expense


61,391



64



2,852







64,307Rental expense






1,404



6,473







7,877Pre-opening expense


364



3



41,463







41,830Development expense


10















10Depreciation and amortization


2,693



56,576



84,364







143,633Impairment loss






151,175











151,175(Gain) loss on disposal of assets






(50
)


4,703







4,65364,458



412,528



754,518



(1,459
)


1,230,045Operating income (loss)


(64,644
)


(135,294
)


28,593







(171,345
)Other income (expense):Interest income


2,632



8,171



136



(8,247
)


2,692Interest expense, net of amounts capitalized


(4,640
)


(29,592
)


(38,886
)


8,247



(64,871
)Other expense






556



217







773Loss from equity investments in subsidiaries


(103,460
)


(7,072
)






110,532



Loss before income taxes


(170,112
)


(163,231
)


(9,940
)


110,532



(232,751
)Income tax benefit (provision)


(5,828
)


59,771



545







54,488Net loss


(175,940
)


(103,460
)


(9,395
)


110,532



(178,263
)Noncontrolling interest










2,323







2,323Net loss attributable to Las Vegas Sands Corp.

$
(175,940
)

$
(103,460
)

$
(7,072
)

$
110,532


$
(175,940
)  29




---



##### 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
)Income tax benefit (provision)


(1,474
)


3,866



390







2,782Net income (loss)


(8,796
)


27,545



17,309



(49,052
)


(12,994
)Noncontrolling interest










4,198







4,198Net income (loss) attributable to Las Vegas Sands Corp.

$
(8,796
)

$
27,545


$
21,507


$
(49,052
)

$
(8,796
)  30




---



##### 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, 2009
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
248,887


$
1,347,091


$



$
1,595,978Rooms






235,770



100,587







336,357Food and beverage






91,283



83,112







174,395Convention, retail and other






86,495



128,508



(5,631
)


209,372



662,435



1,659,298



(5,631
)


2,316,102Less-promotional allowances


(344
)


(83,288
)


(93,178
)


(1,530
)


(178,340
)Net revenues


(344
)


579,147



1,566,120



(7,161
)


2,137,762Operating expenses:Casino






144,699



937,866



(1,192
)


1,081,373Rooms






51,532



13,759







65,291Food and beverage






38,482



52,223



(3,244
)


87,461Convention, retail and other






39,602



85,000



(2,125
)


122,477Provision for doubtful accounts






24,715



17,002







41,717General and administrative






121,930



123,773



(600
)


245,103Corporate expense


81,012



131



6,588







87,731Rental expense






2,821



12,985







15,806Pre-opening expense


654



95



86,015







86,764Development expense


156







108







264Depreciation and amortization


5,314



113,496



164,072







282,882Impairment loss






151,175











151,175(Gain) loss on disposal of assets






(110
)


4,894







4,78487,136



688,568



1,504,285



(7,161
)


2,272,828Operating income (loss)


(87,480
)


(109,421
)


61,835







(135,066
)Other income (expense):Interest income


7,171



10,791



310



(10,031
)


8,241Interest expense, net of amounts capitalized


(9,427
)


(59,093
)


(77,500
)


10,031



(135,989
)Other income (expense)






465



(5,435
)






(4,970
)Loss from equity investments in subsidiaries


(112,188
)


(17,217
)






129,405



Loss before income taxes


(201,924
)


(174,475
)


(20,790
)


129,405



(267,784
)Income tax benefit (provision)


(8,622
)


62,287



10







53,675Net loss


(210,546
)


(112,188
)


(20,780
)


129,405



(214,109
)Noncontrolling interest










3,563







3,563Net loss attributable to Las Vegas Sands Corp.

$
(210,546
)

$
(112,188
)

$
(17,217
)

$
129,405


$
(210,546
)  31




---



##### 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
)Income tax benefit (provision)


(3,936
)


2,074



1,970







108Net income (loss)


(20,030
)


54,048



40,041



(98,287
)


(24,228
)Noncontrolling interest










4,198







4,198Net income (loss) attributable to Las Vegas Sands Corp.

$
(20,030
)

$
54,048


$
44,239


$
(98,287
)

$
(20,030
)  32




---



##### 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, 2009
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
55,499


$
(26,298
)

$
278,645


$



$
307,846Cash flows from investing activities:Capital expenditures


(1,741
)


(81,313
)


(939,480
)






(1,022,534
)Change in restricted cash






(49
)


3,870







3,821Dividends received from Guarantor Subsidiaries


3,026,662











(3,026,662
)


Notes receivable to non-guarantor subsidiaries


(20,000
)










20,000



Intercompany receivables to non-guarantor subsidiaries


(55,000
)


(128,143
)






183,143



Repayments of receivable from Guarantor Subsidiaries


11,151











(11,151
)


Repayments of receivable from non-guarantor subsidiaries






23,511







(23,511
)


Capital contributions to subsidiaries


(3,258,015
)


(66,166
)






3,324,181



Net cash used in investing activities


(296,943
)


(252,160
)


(935,610
)


466,000



(1,018,713
)Cash flows from financing activities:Dividends paid to preferred stockholders


(47,997
)














(47,997
)Purchase of treasury stock


(13
)














(13
)Capital contributions received






3,258,015



66,166



(3,324,181
)


Dividends paid to Las Vegas Sands Corp.






(3,026,662
)






3,026,662



Borrowings from Las Vegas Sands Corp.










75,000



(75,000
)


Borrowings from Guarantor Subsidiaries










128,143



(128,143
)


Repayments on borrowings from Las Vegas Sands Corp.






(11,151
)






11,151



Repayments on borrowings from Guarantor Subsidiaries










(23,511
)


23,511



Proceeds from Singapore permanent facilities










494,492







494,492Proceeds from ferry financing










9,887







9,887Repayments on Macau credit facility










(137,537
)






(137,537
)Repayments on senior secured credit facility






(20,000
)










(20,000
)Repayments on Singapore permanent facilities










(17,992
)






(17,992
)Repayments on airplane financings


(1,844
)














(1,844
)Repayments on FF&E facility and other long-term debt






(16,700
)


(563
)






(17,263
)Contribution from noncontrolling interest










41







41Payments of deferred financing costs






(2,872
)


(1,559
)






(4,431
)Net cash provided by (used in) financing activities


(49,854
)


180,630



592,567



(466,000
)


257,343Effect of exchange rate on cash










394







394Decrease in cash and cash equivalents


(291,298
)


(97,828
)


(64,004
)






(453,130
)Cash and cash equivalents at beginning of period


294,563



2,286,825



456,775







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

$
3,265


$
2,188,997


$
392,771


$



$
2,585,033  33




---



##### 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
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by operating activities

$
18,232


$
62,986


$
112,174


$



$
193,392Cash flows from investing activities:Capital expenditures


(11,410
)


(382,515
)


(1,516,406
)






(1,910,331
)Change in restricted cash






437



250,155







250,592Deposit 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 facilities










1,417,936







1,417,936Proceeds from senior secured credit facility






1,050,000











1,050,000Proceeds from Macau credit facility










201,800







201,800Proceeds from ferry financing










154,971







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






105,584



25,612







131,196Repayments on Singapore bridge facility










(1,356,807
)






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






(315,000
)










(315,000
)Repayments on FF&E facility 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  34




---



##### 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
    United
    States
  Las Vegas
    Operating Properties
  tm
    Sands
    Bethlehem
   35




---



##### Table of Contents



124-acre
  Macau
  20-year
  tm
  tm
  Development
    Projects
   36




---



##### Table of Contents



United
    States Development Project
  St. Regis
    Residences
    Macau
    Development Projects
    
    Parcels 5 and 6 were intended to include multi-hotel complexes
    with a total of approximately 6,400 luxury and mid-scale hotel
    rooms, a casino, a shopping mall and approximately 320 serviced
    luxury apartment hotel units. We will own the entire development
    and have entered into management agreements with
    Shangri-La Hotels and Resorts (Shangri-La) to
    manage two hotels under its Shangri-La and Traders brands,
    and Starwood Hotels & Resorts Worldwide
    (Starwood) to manage hotels under its Sheraton brand
    and a hotel and serviced luxury apartment hotel under its St.
    Regis brand. Under our revised development plan, we intend to
    sequence the construction of our project due to difficulties in
    the capital markets and the overall decline in general economic
    conditions. Phase I of the project includes the
    Shangri-La and Traders tower and the two Sheraton towers,
    along with the podium that encompasses gaming areas, associated
    public areas, portions of the shopping mall, meeting space and a
    theater. Phase II of the project includes the St. Regis
    tower, along with additional meeting space and completion of the
    shopping mall. We have suspended construction of phase I while
    we pursue project-level financing; however, there can be no
    assurance that such financing will be obtained. We expect that
    if and when financing is obtained, it will take several months
    to mobilize and then approximately 12 to 18 months from
    that point to complete construction of phase I. Construction of
    phase II of the project has been suspended until conditions
    in the capital markets and general economic conditions improve.
    As of June 30, 2009, we have capitalized construction costs
    of $1.72 billion for this project (including
    $155.0 million in outstanding construction payables). We
    expect to spend approximately $420 million on additional
    costs to prepare the site for delay and to pay outstanding
    construction payables, as noted above. The impact of the revised
    development plan on the estimated overall cost of the project is
    currently not determinable with certainty. Our management
    agreements with Shangri-La and Starwood impose certain
    construction deadlines and opening obligations on us, and
    certain past
    and/or
    anticipated delays, as described above, may represent a default
    under one or more of these agreements, allow the hotel
    management companies to terminate their agreement and/or may
    subject us to penalties.  
    Parcels 7 and 8 were intended to include multi-hotel complexes
    with luxury and mid-scale hotel rooms, a casino, a shopping mall
    and serviced luxury apartment hotel units. We will own the
    entire development and have entered into non-binding agreements
    with Hilton Hotels to manage Hilton and Conrad brand hotels and 37




---



##### Table of Contents



serviced luxury apartment hotel units on parcel 7 and Fairmont
    Raffles Holdings to manage Fairmont and Raffles brand hotels and
    serviced luxury apartment hotel units on parcel 8. We had
    commenced pre-construction and have capitalized construction
    costs of $115.7 million as of June 30, 2009. We intend
    to commence construction after necessary government approvals
    are obtained, regional and global economic conditions improve,
    future demand warrants it and additional financing is obtained.  
    For parcel 3, we have signed a non-binding memorandum of
    agreement with an independent developer and a non-binding letter
    of intent with Intercontinental Hotels Group to manage hotels
    under the Intercontinental and Holiday Inn International brands,
    and serviced luxury apartment hotel units under the
    Intercontinental brand. In total, the multi-hotel complex was
    intended to include a casino, a shopping mall and the serviced
    luxury apartment hotels units. We had commenced pre-construction
    and have capitalized construction costs of $35.6 million as
    of June 30, 2009. We intend to commence construction after
    necessary government approvals are obtained, regional and global
    economic conditions improve, future demand warrants it and
    additional financing is obtained.          Singapore
    Development Project
   38




---



##### Table of Contents



Other
    Development Projects
    Critical
    Accounting Policies and Estimates
  Form 10-K
    Recent
    Accounting Pronouncements
   39




---



##### Table of Contents



Summary
    Financial Results
    Three Months Ended June 30,


Six Months Ended June 30,Percent








Percent2009


2008


Change


2009


2008


Change(Dollars in thousands)Net revenues

$
1,058,700


$
1,112,114



(4.8
)%

$
2,137,762


$
2,191,137



(2.4
)%Operating expenses


1,230,045



1,038,832



18.4
%


2,272,828



2,021,290



12.4
%Operating income (loss)


(171,345
)


73,282



(333.8
)%


(135,066
)


169,847



(179.5
)%Loss before income taxes


(232,751
)


(15,776
)


1375.3
%


(267,784
)


(24,336
)


1000.4
%Net loss


(178,263
)


(12,994
)


1271.9
%


(214,109
)


(24,228
)


783.7
%Net loss attributable to Las Vegas Sands Corp.


(175,940
)


(8,796
)


1900.2
%


(210,546
)


(20,030
)


951.2
%   Percent of Net RevenuesThree Months


Six MonthsEnded June 30,


Ended June 30,2009


2008


2009


2008Operating expenses


116.2
%


93.4
%


106.3
%


92.2
%Operating income (loss)


(16.2
)%


6.6
%


(6.3
)%


7.8
%Loss before income taxes


(22.0
)%


(1.4
)%


(12.5
)%


(1.1
)%Net loss


(16.8
)%


(1.2
)%


(10.0
)%


(1.1
)%Net loss attributable to Las Vegas Sands Corp.


(16.6
)%


(0.8
)%


(9.8
)%


(0.9
)%   Operating
    Results
  Key
    operating revenue measurements
      Casino revenue measurements for the
    U.S.:
  Casino revenue measurements for Macau:
 40




---



##### Table of Contents



Actual win may vary from the statistical
    average.
  Hotel revenue measurements:
  Three
    Months Ended June 30, 2009 compared to the Three Months
    Ended June 30, 2008
  Operating
    Revenues
    Three Months Ended June 30,Percent2009


2008


Change(Dollars in thousands)Casino

$
798,053


$
804,274



(0.8
)%Rooms


161,969



195,689



(17.2
)%Food and beverage


87,087



98,050



(11.2
)%Convention, retail and other


95,885



88,700



8.1
%1,142,994



1,186,713



(3.7
)%Less  promotional allowances


(84,294
)


(74,599
)


13.0
%Total net revenues

$
1,058,700


$
1,112,114



(4.8
)%      41




---



##### Table of Contents



Three Months Ended June 30,2009


2008


Change(Dollars in thousands)Sands MacaoTotal casino revenues

$
229,402


$
262,229



(12.5
)%Non-Rolling Chip table games drop

$
595,548


$
657,722



(9.5
)%Non-Rolling Chip table games win percentage


19.4
%


19.5
%


(0.1
)ptsRolling Chip volume

$
4,711,445


$
6,181,379



(23.8
)%Rolling Chip win percentage


2.90
%


2.82
%


0.08
ptsSlot handle

$
299,812


$
260,494



15.1
%Slot hold percentage


6.5
%


8.1
%


(1.6
)ptsThe Venetian MacaoTotal casino revenues

$
380,024


$
415,557



(8.6
)%Non-Rolling Chip table games drop

$
768,905


$
851,551



(9.7
)%Non-Rolling Chip table games win percentage


24.8
%


20.3
%


4.5
ptsRolling Chip volume

$
9,896,202


$
9,892,814



0.0
%Rolling Chip win percentage


2.28
%


3.01
%


(0.73
)ptsSlot handle

$
535,310


$
447,019



19.8
%Slot hold percentage


7.5
%


8.1
%


(0.6
)ptsFour Seasons MacaoTotal casino revenues

$
39,593


$





%Non-Rolling Chip table games drop

$
80,777


$





%Non-Rolling Chip table games win percentage


27.3
%



%



ptsRolling Chip volume

$
566,060


$





%Rolling Chip win percentage


3.27
%



%



ptsSlot handle

$
56,099


$





%Slot hold percentage


6.0
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
119,068


$
126,488



(5.9
)%Table games drop

$
386,124


$
408,224



(5.4
)%Table games win percentage


19.3
%


20.5
%


(1.2
)ptsSlot handle

$
668,625


$
916,064



(27.0
)%Slot hold percentage


7.2
%


5.5
%


1.7
ptsSands BethlehemTotal casino revenues

$
29,966


$





%Slot handle

$
369,594


$





%Slot hold percentage


8.1
%



%



pts      42




---



##### Table of Contents



Three Months Ended June 30,2009


2008


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

$
112,821


$
142,425



(20.8
)%Average daily room rate

$
196


$
244



(19.7
)%Occupancy rate


90.0
%


91.6
%


(1.6
)ptsRevenue per available room

$
176


$
224



(21.4
)%The Venetian MacaoTotal room revenues

$
38,460


$
46,483



(17.3
)%Average daily room rate

$
201


$
225



(10.7
)%Occupancy rate


76.2
%


80.2
%


(4.0
)ptsRevenue per available room

$
153


$
180



(15.0
)%Four Seasons MacaoTotal room revenues

$
4,244


$





%Average daily room rate

$
291


$





%Occupancy rate


44.5
%



%



ptsRevenue per available room

$
130


$





%       Operating
    Expenses
    Three Months Ended June 30,Percent2009


2008


Change(Dollars in thousands)Casino

$
532,476


$
539,626



(1.3
)%Rooms


31,524



39,946



(21.1
)%Food and beverage


44,819



49,503



(9.5
)%Convention, retail and other


63,234



50,642



24.9
%Provision for doubtful accounts


20,707



5,969



246.9
%General and administrative


123,800



147,906



(16.3
)%Corporate expense


64,307



33,602



91.4
%Rental expense


7,877



8,072



(2.4
)%Pre-opening expense


41,830



38,103



9.8
%Development expense


10



4,459



(99.8
)%Depreciation and amortization


143,633



119,101



20.6
%Impairment loss


151,175








%Loss on disposal of assets


4,653



1,903



144.5
%Total operating expenses

$
1,230,045


$
1,038,832



18.4
%  43




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##### Table of Contents



44




---



##### Table of Contents



Adjusted
    EBITDAR
    Three Months Ended June 30,Percent2009


2008


Change(Dollars in thousands)United States:Las Vegas Operating Properties

$
78,110


$
106,620



(26.7
)%Sands Bethlehem


2,837








%Macau:Sands Macao


61,049



54,074



12.9
%The Venetian Macao


109,974



140,155



(21.5
)%Four Season Macao


5,563








%Other Asia


(9,891
)


(12,976
)


(23.8
)%Total adjusted EBITDAR

$
247,642


$
287,873



(14.0
)%              45




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##### Table of Contents



Interest
    Expense
    Three Months Ended June 30,2009


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

$
78,989


$
120,111Less  capitalized interest


(14,118
)


(31,637
)Interest expense, net

$
64,871


$
88,474Cash paid for interest

$
70,823


$
108,053Average total debt balance

$
10,636,528


$
8,584,174Weighted average interest rate


2.97
%


5.60
%     Other
    Factors Effecting Earnings
      Six
    Months Ended June 30, 2009 compared to the Six Months Ended
    June 30, 2008
  Operating
    Revenues
    Six Months Ended June 30,Percent2009


2008


Change(Dollars in thousands)Casino

$
1,595,978


$
1,599,715



(0.2
)%Rooms


336,357



386,378



(12.9
)%Food and beverage


174,395



181,290



(3.8
)%Convention, retail and other


209,372



167,558



25.0
%2,316,102



2,334,941



(0.8
)%Less  promotional allowances


(178,340
)


(143,804
)


24.0
%Total net revenues

$
2,137,762


$
2,191,137



(2.4
)%  46




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##### Table of Contents



Six Months Ended June 30,2009


2008


Change(Dollars in thousands)Sands MacaoTotal casino revenues

$
448,876


$
526,589



(14.8
)%Non-Rolling Chip table games drop

$
1,208,412


$
1,381,277



(12.5
)%Non-Rolling Chip table games win percentage


19.1
%


19.8
%


(0.7
)ptsRolling Chip volume

$
9,845,293


$
11,789,777



(16.5
)%Rolling Chip win percentage


2.74
%


2.69
%


0.05
ptsSlot handle

$
577,248


$
513,992



12.3
%Slot hold percentage


6.7
%


8.2
%


(1.5
)ptsThe Venetian MacaoTotal casino revenues

$
793,252


$
798,806



(0.7
)%Non-Rolling Chip table games drop

$
1,623,251


$
1,731,621



(6.3
)%Non-Rolling Chip table games win percentage


23.2
%


19.9
%


3.3
ptsRolling Chip volume

$
18,590,090


$
18,599,824



(0.1
)%Rolling Chip win percentage


2.69
%


2.99
%


(0.30
)ptsSlot handle

$
1,093,814


$
819,938



33.4
%Slot hold percentage


7.5
%


8.3
%


(0.8
)ptsFour Seasons MacaoTotal casino revenues

$
74,997


$





%Non-Rolling Chip table games drop

$
167,489


$





%Non-Rolling Chip table games win percentage


25.2
%



%



ptsRolling Chip volume

$
1,125,178


$





%Rolling Chip win percentage


3.18
%



%



ptsSlot handle

$
100,022


$





%Slot hold percentage


5.7
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
248,887


$
274,320



(9.3
)%Table games drop

$
830,571


$
864,803



(4.0
)%Table games win percentage


20.0
%


23.1
%


(3.1
)ptsSlot handle

$
1,374,526


$
1,732,283



(20.7
)%Slot hold percentage


7.1
%


5.7
%


1.4
ptsSands BethlehemTotal casino revenues

$
29,966


$





%Slot handle

$
369,594


$





%Slot hold percentage


8.1
%



%



pts  47




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##### Table of Contents



Six Months Ended June 30,2009


2008


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

$
235,770


$
278,666



(15.4
)%Average daily room rate

$
205


$
253



(19.0
)%Occupancy rate


90.4
%


89.1
%


1.3
ptsRevenue per available room

$
185


$
226



(18.1
)%The Venetian MacaoTotal room revenues

$
79,533


$
94,173



(15.5
)%Average daily room rate

$
209


$
228



(8.3
)%Occupancy rate


76.7
%


79.4
%


(2.7
)ptsRevenue per available room

$
160


$
181



(11.6
)%Four Seasons MacaoTotal room revenues

$
7,935


$





%Average daily room rate

$
293


$





%Occupancy rate


41.5
%



%



ptsRevenue per available room

$
122


$





%      48




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##### Table of Contents



Operating
    Expenses
    Six Months Ended June 30,Percent2009


2008


Change(Dollars in thousands)Casino

$
1,081,373


$
1,059,094



2.1
%Rooms


65,291



80,227



(18.6
)%Food and beverage


87,461



90,543



(3.4
)%Convention, retail and other


122,477



95,609



28.1
%Provision for doubtful accounts


41,717



14,101



195.8
%General and administrative


245,103



290,859



(15.7
)%Corporate expense


87,731



59,139



48.3
%Rental expense


15,806



17,136



(7.8
)%Pre-opening expense


86,764



64,693



34.1
%Development expense


264



10,351



(97.4
)%Depreciation and amortization


282,882



232,514



21.7
%Impairment loss


151,175








%Loss on disposal of assets


4,784



7,024



(31.9
)%Total operating expenses

$
2,272,828


$
2,021,290



12.4
%              49




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##### Table of Contents



Adjusted
    EBITDAR
    Six Months Ended June 30,Percent2009


2008


Change(Dollars in thousands)United States:Las Vegas Operating Properties

$
167,884


$
229,181



(26.7
)%Sands Bethlehem


2,837








%Macau:Sands Macao


111,407



119,692



(6.9
)%The Venetian Macao


231,460



250,490



(7.6
)%Four Seasons Macao


9,931








%Other Asia


(15,901
)


(23,238
)


(31.6
)%Total adjusted EBITDAR

$
507,618


$
576,125



(11.9
)%    50




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##### Table of Contents



Interest
    Expense
    Six Months Ended June 30,2009


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

$
164,159


$
265,394Less  capitalized interest


(28,170
)


(62,220
)Interest expense, net

$
135,989


$
203,174Cash paid for interest

$
155,651


$
239,960Average total debt balance

$
10,553,475


$
8,332,448Weighted average interest rate


3.11
%


6.37
%     Other
    Factors Effecting Earnings
   51




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Six Months Ended June 30,2009


2008(In thousands)Net cash provided by operations

$
307,846


$
193,392Investing cash flows:Capital expenditures


(1,022,534
)


(1,910,331
)Change in restricted cash


3,821



250,592Deposit for potential gaming application included in other assets






(25,000
)Net cash used in investing activities


(1,018,713
)


(1,684,739
)Financing cash flows:Dividends paid to preferred stockholders


(47,997
)


Proceeds from long term-debt


504,379



2,955,903Repayments of long-term debt


(194,636
)


(1,689,139
)Other


(4,403
)


161,255Net cash provided by financing activities


257,343



1,428,019Effect of exchange rate on cash


394



7,948Net decrease in cash and cash equivalents

$
(453,130
)

$
(55,380
)   Cash
    Flows  Operating Activities
    Cash
    Flows  Investing Activities
   52




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##### Table of Contents



Cash
    Flows  Financing Activities
    Development
    Financing Strategy
      true-up true-up
  and/or
 53




---



##### Table of Contents



true-up)); and/or
    Aggregate
    Indebtedness and Other Known Contractual Obligations
  Form 10-K
  Restrictions
    on Distributions
    Inflation
    Special
    Note Regarding Forward-Looking Statements
   54




---



##### Table of Contents




    our substantial leverage, debt service and debt covenant
    compliance (including sensitivity to fluctuations in interest
    rates and other capital markets trends);
    recent disruptions in the global financing markets and our
    ability to obtain sufficient funding for our current and future
    developments, including our Cotai Strip, Pennsylvania, Singapore
    and Las Vegas developments;
    general economic and business conditions which may impact levels
    of disposable income, consumer spending, pricing of hotel rooms
    and retail and mall sales;
    the impact of the suspensions of certain of our development
    projects and our ability to meet certain development deadlines,
    including Macau and Singapore;
    the uncertainty of tourist behavior related to spending and
    vacationing at casino-resorts in Las Vegas and Macau;
    visa restrictions limiting the number of visits and the length
    of stay for visitors from mainland China to our Macau properties;
    our dependence upon properties in Las Vegas, Pennsylvania and
    Macau for all of our cash flow;
    the expected annualized savings and enhanced operating leverage
    to be generated from our cost-cutting measures may not be fully
    realized;
    our relationship with GGP or any successor owner of The Shoppes
    at The Palazzo and The Grand Canal Shoppes, and the ability of
    GGP to perform under the purchase and sale agreement for The
    Shoppes at The Palazzo, as amended;
    new developments, construction and ventures, including our Cotai
    Strip developments, Marina Bay Sands, Sands Bethlehem and the
    St. Regis Residences;
    the passage of new legislation and receipt of governmental
    approvals for our proposed developments in Macau, 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;
    disruptions or reductions in travel, as well as disruptions in
    our operations, due to outbreaks of infectious diseases, such as
    severe acute respiratory syndrome, avian flu or swine flu;
    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 Macau as convention and trade
    show destinations;
    new taxes, changes to existing tax rates or proposed changes in
    tax legislation;
    our ability to maintain our Macau gaming subconcession and
    Singapore gaming concession;
    the completion of infrastructure projects in Macau and Singapore;
    increased competition and other planned construction projects in
    Macau and Singapore; and 55




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##### Table of Contents




    the outcome of any ongoing and future litigation.    ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Fair2010


2011


2012


2013


2014


Thereafter


Total


Value(1)(Dollars in millions)LIABILITIESLong-term debtFixed rate

$



$



$



$



$



$
250.0


$
250.0


$
190.3Average interest rate(2)



%



%



%



%



%


6.4
%


6.4
%Variable rate

$
141.1


$
1,020.8


$
1,899.7


$
2,537.9


$
3,764.4


$
1,164.8


$
10,528.7


$
8,548.2Average interest rate(2)


2.3
%


2.5
%


2.3
%


2.5
%


2.1
%


2.7
%


2.3
%ASSETSCap agreements(3)

$
0.4


$
1.3


$



$



$



$



$
1.7


$
1.7     (1)
    
    The estimated fair values are based on quoted market prices, if
    available, or by pricing models based on the value of related
    cash flows discounted at current market interest rates.(2)
    
    Based upon contractual interest rates for fixed rate
    indebtedness or current LIBOR, HIBOR and Singapore SWAP Offer
    Rate for variable-rate indebtedness. Based on variable-rate debt
    levels as of June 30, 2009, an assumed 100 basis point
    change in LIBOR, HIBOR and Singapore SWAP Offer Rate would cause
    our annual interest cost to change approximately
    $105.8 million.(3)
    
    As of June 30, 2009, we have 17 interest rate cap
    agreements with an aggregate fair value of approximately
    $1.7 million based on quoted market values from the
    institutions holding the agreements.   56




---



##### 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.
 57




---



##### Table of Contents



ITEM 1A 
    RISK
    FACTORS  Form 10-K
  Proposed
    changes in U.S. tax legislation could impact the Companys
    financial condition and results of operations.
    ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS          Nominees for Director

Votes For


Votes WithheldMichael A. Leven


549,416,621



30,520,513Jason N. Ader


576,563,756



3,373,378Jeffrey H. Schwartz


576,629,230



3,307,904     BrokerVotes For


Votes Against


Abstentions


Non-VotesRatification of Independent Registered Public Accounting Firm


577,988,071



1,508,985



440,074



0Ratification of stockholder proposal regarding a sustainability
    report


22,152,151



405,498,532



7,960,087



0   ITEM 5 
    OTHER
    MATTERS  Transaction
    with an Executive Officer
   58




---



##### Table of Contents



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

Description of Document10
.1

Employment Agreement, dated as of July 10, 2009, among Las
    Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein.10
.2

Form of Nonqualified Stock Option Agreement under the
    Companys 2004 Equity Award Plan.31
.1

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

Certification of the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Chief Executive Officer of Las Vegas Sands
    Corp. pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer of Las Vegas Sands
    Corp. pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  59




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
 SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
    1934, the Registrant has duly caused this quarterly report on
    Form 10-Q
    to be signed on its behalf by the undersigned thereunto duly
    authorized.



LAS VEGAS SANDS CORP. By:
    /s/  Sheldon
    G. Adelson        By:
    /s/  Kenneth
    J. Kay      60




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  EXHIBIT INDEX
  Exhibit No.

Description of Document10
.1

Employment Agreement, dated as of July 10, 2009, among Las
    Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein.10
.2

Form of Nonqualified Stock Option Agreement under the
    Companys 2004 Equity Award Plan.31
.1

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

Certification of the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Chief Executive Officer of Las Vegas Sands
    Corp. pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer of Las Vegas Sands
    Corp. pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  61