##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2007o

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(State or other jurisdiction
    of
    incorporation or organization)

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

89109(Zip
    Code)   (702) 414-1000
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    LAS VEGAS
    SANDS CORP.
  Class

Outstanding at October 31, 2007Common Stock ($0.001 par value)

355,148,604 shares




---



##### 



LAS VEGAS
    SANDS CORP.
  Table of
    Contents
  Part I 
    FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets at
    September 30, 2007 and December 31, 2006


2Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2007 and
    2006


3Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2007 and 2006


4Notes to Condensed Consolidated Financial
    Statements


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


25Item 3. Quantitative and Qualitative
    Disclosures about Market Risk


45Item 4. Controls and Procedures


47Part II
    OTHER INFORMATIONItem 1. Legal Proceedings


47Item 1A. Risk Factors


47Item 5. Other Information


47Item 6. Exhibits


48Signatures


49EX-3.2EX-10.1EX-10.2EX-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)
  September 30,


December 31,2007


2006(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
1,679,647


$
468,066Restricted cash


262,802



398,762Accounts receivable, net


152,307



173,683Inventories


15,914



12,291Deferred income taxes


22,872



15,688Prepaid expenses and other


69,054



25,067Total current assets


2,202,596



1,093,557Property and equipment, net


7,656,712



4,582,325Deferred financing costs, net


113,407



70,381Restricted cash






555,132Deferred income taxes


7,253



Leasehold interest in land, net


1,030,550



801,195Other assets, net


119,034



23,868Total assets

$
11,129,552


$
7,126,458LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
68,118


$
51,038Construction payables


722,338



329,375Accrued interest payable


8,694



8,496Other accrued liabilities


646,733



318,901Income taxes payable






20,352Current maturities of long-term debt


1,329,829



6,486Total current liabilities


2,775,712



734,648Other long-term liabilities


23,529



10,742Deferred income taxes






324Deferred gain on sale of The Grand Canal Shops


62,066



64,665Deferred rent from The Grand Canal Shops transaction


103,853



104,773Long-term debt


5,961,369



4,136,152Total liabilities


8,926,529



5,051,304Commitments and contingencies (Note 7)Stockholders equity:Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 355,142,369 and 354,492,452 shares issued and
    outstanding


355



354Capital in excess of par value


1,045,490



990,429Accumulated other comprehensive loss


(473
)


(580
)Retained earnings


1,157,651



1,084,951Total stockholders equity


2,203,023



2,075,154Total liabilities and stockholders equity

$
11,129,552


$
7,126,458    2




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  Condensed Consolidated Statements of Operations
 (Unaudited)
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


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

$
508,522


$
424,986


$
1,433,135


$
1,178,830Rooms


96,718



81,651



289,588



262,443Food and beverage


50,032



42,394



162,129



138,233Convention, retail and other


39,058



29,908



113,397



94,189694,330



578,939



1,998,249



1,673,695Less-promotional allowances


(33,380
)


(25,711
)


(96,155
)


(73,096
)Net revenues


660,950



553,228



1,902,094



1,600,599Operating expenses:Casino


341,975



232,962



904,440



655,548Rooms


23,574



21,638



67,219



65,386Food and beverage


28,485



20,538



79,011



67,409Convention, retail and other


22,939



16,159



59,511



48,281Provision for doubtful accounts


4,283



3,693



24,516



12,003General and administrative


80,244



58,045



198,915



170,197Corporate expense


23,444



15,654



66,657



40,859Rental expense


8,136



3,383



23,141



10,893Pre-opening expense


90,447



14,584



153,224



21,157Development expense


3,621



5,968



7,227



22,997Depreciation and amortization


54,309



26,743



121,262



76,176Loss on disposal of assets


287



383



526



1,920681,744



419,750



1,705,649



1,192,826Operating income (loss)


(20,794
)


133,478



196,445



407,773Other income (expense):Interest income


26,890



21,029



60,906



46,261Interest expense, net of amounts capitalized


(72,607
)


(45,343
)


(161,628
)


(90,443
)Other income (expense)


17,052



(680
)


7,715



(530
)Loss on early retirement of debt










(10,705
)


Income (loss) before income taxes


(49,459
)


108,484



92,733



363,061Benefit (provision) for income taxes


952



(11,233
)


(15,928
)


(34,698
)Net income (loss)

$
(48,507
)

$
97,251


$
76,805


$
328,363Basic earnings (loss) per share

$
(0.14
)

$
0.27


$
0.22


$
0.93Diluted earnings (loss) per share

$
(0.14
)

$
0.27


$
0.22


$
0.92Weighted average shares outstanding:Basic


354,856,121



354,296,742



354,716,730



354,250,901Diluted


354,856,121



355,220,167



357,094,808



355,006,634    3




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  Condensed Consolidated Statements of Cash Flows
 (Unaudited)
  Nine Months Ended September 30,2007


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

$
76,805


$
328,363Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


121,262



76,176Amortization of leasehold interest in land included in rental
    expense


16,117



Amortization of deferred financing costs and original issue
    discount


18,913



8,489Amortization of deferred gain and rent


(3,519
)


(3,517
)Loss on early retirement of debt


10,705



Loss on disposal of assets


526



1,920Stock-based compensation expense


22,814



10,183Provision for doubtful accounts


24,516



12,003Foreign exchange gain


(9,960
)


Excess tax benefits from stock-based compensation


(5,865
)


(888
)Deferred income taxes


(14,761
)


8,751Changes in operating assets and liabilities:Accounts receivable


(3,140
)


(29,354
)Inventories


(3,623
)


(1,696
)Prepaid expenses and other


(97,908
)


(19,375
)Leasehold interest in land


(208,604
)


(810,813
)Accounts payable


17,080



9,277Accrued interest payable


198



(2,716
)Other accrued liabilities


271,979



42,362Income taxes payable


(14,292
)


Net cash provided by (used in) operating activities


219,243



(370,835
)Cash flows from investing activities:Change in restricted cash


694,682



(652,073
)Capital expenditures


(2,722,067
)


(1,286,892
)Acquisition of gaming license included in other assets


(50,000
)


Net cash used in investing activities


(2,077,385
)


(1,938,965
)Cash flows from financing activities:Proceeds from exercise of stock options


23,862



3,863Excess tax benefits from stock-based compensation


5,865



888Proceeds from Macao credit facility


1,300,000



1,350,000Proceeds from Singapore credit facility


332,002



866,203Proceeds from new senior secured credit facility-term B


3,000,000



Proceeds from senior secured credit facility-revolver


62,000



254,129Proceeds from airplane financings


92,250



Proceeds from Phase II mall construction loan


52,000



51,000Proceeds from FF&E credit facility and other long-term debt


37,249



Repayments on senior secured credit facility-term B and term B
    delayed


(1,170,000
)


Repayments on senior secured credit facility-revolver


(322,128
)


(25,000
)Repayments on Phase II mall construction loan


(166,500
)


Repayments on The Sands Expo Center mortgage loan


(90,868
)


(3,650
)Repayments on new senior secured credit facility-term B


(7,500
)


Repayments on FF&E credit facility and other long-term debt


(7,349
)


(2,333
)Repayments on airplane financings


(1,844
)


Repayments on Macao credit facility






(50,000
)Repayments on Venetian Intermediate credit facility






(50,000
)Payments of deferred financing costs


(72,178
)


(49,389
)Net cash provided by financing activities


3,066,861



2,345,711Effect of exchange rate on cash


2,862



952Increase in cash and cash equivalents


1,211,581



36,863Cash and cash equivalents at beginning of period


468,066



456,846Cash and cash equivalents at end of period

$
1,679,647


$
493,709Supplemental disclosure of cash flow information:Cash payments for interest

$
311,516


$
141,614Cash payments for taxes

$
60,000


$
28,000Non-cash investing and financing activities:Property and equipment asset acquisitions included in
    construction payables

$
722,338


$
277,975Property and equipment asset acquisitions included in other
    accrued liabilities

$
62,313


$
    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
  Venice-themed
    tm
  United
    States Development Projects
  14-acre
  126-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
      Hengqin
    Island Development Project
    Singapore
    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
    Recent
    Accounting Pronouncements
      instrument-by-instrument
  No. FIN 48-1, No. FIN 48-1 No. FIN 48-1, re-examine No. FIN 48-1 No. FIN 48-1
 7




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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 PER SHARE    Balance at December 31, 2006

$
2,075,154Net income


76,805Stock-based compensation


25,140Proceeds from exercise of stock options


23,862Tax benefit from exercise of stock options


6,060Change in accumulated other comprehensive loss


107Cumulative effect from adoption of FIN No. 48


(4,105
)Balance at September 30, 2007

$
2,203,023       Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


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


354,856,121



354,296,742



354,716,730



354,250,901Potential dilution from stock options and restricted stock






923,425



2,378,078



755,733Weighted-average common and common equivalent shares (used in
    the calculations of diluted earnings (loss) per share)


354,856,121



355,220,167



357,094,808



355,006,634Antidilutive stock options and restricted stock excluded from
    calculation of diluted earnings (loss) per share


6,974,935



441,449



965,900



520,949  8




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##### Table of Contents



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


December 31,2007


2006Land and land improvements

$
326,591


$
207,144Building and improvements


3,528,856



1,622,783Equipment, furniture, fixtures and leasehold improvements


1,035,736



528,882Construction in progress


3,355,634



2,694,1808,246,817



5,052,989Less: accumulated depreciation and amortization


(590,105
)


(470,664
)$
7,656,712


$
4,582,325     September 30,


December 31,2007


2006Sands Macao

$
6,872


$
17,443The Venetian Macao


340,292



1,474,312The Four Seasons Macao


220,786



70,310Other Macao Development Projects (Principally Cotai Strip
    Parcels 5 and 6)


551,798



130,355Marina Bay Sands


371,351



30,511The Palazzo and Phase II Mall


1,774,590



916,302Other


89,945



54,947$
3,355,634


$
2,694,180        9




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##### Table of Contents



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


December 31,2007


2006Corporate and U.S. Related:New Senior Secured Credit Facility  Term B

$
2,992,500


$
Senior Secured Credit Facility  Term B and Term B
    Delayed Draw






1,170,000Senior Secured Credit Facility  Revolving Facility






260,1286.375% Senior Notes


248,324



248,153Airplane Financings


90,406



FF&E Credit Facility  Term Funded






7,395FF&E Credit Facility  Term Delayed Draw


61,416



37,582Other


7,305



The Sands Expo Center Mortgage Loan






90,868Phase II Mall Construction Loan






114,500Macao Related:Macao Credit Facility  Term B and Local Term


1,900,000



1,300,000Macao Credit Facility  Term B Delayed


700,000



Other


6,261



Singapore Related:Singapore Credit Facility  Term Loan


574,806



393,510Singapore Credit Facility  Floating Rate Notes


710,180



520,5027,291,198



4,142,638Less: current maturities


(1,329,829
)


(6,486
)Total long-term debt

$
5,961,369


$
4,136,152        10




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               11




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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


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Compensation expense:Stock options

$
9,139


$
4,186


$
21,117


$
9,239Restricted shares


683



273



1,697



944$
9,822


$
4,459


$
22,814


$
10,183Compensation cost capitalized as part of property and equipment

$
1,045


$
437


$
2,326


$
1,312Stock options granted


193



88



3,102



2,705Weighted average grant date fair value

$
38.88


$
24.36


$
31.67


$
19.11Restricted shares granted










51



78Weighted average grant date fair value

$



$



$
86.56


$
44.00  12




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##### Table of Contents



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


Nine Months Ended September 30,2007


2006


2007


2006Weighted average volatility


30.17
%


30.44
%


30.67
%


31.39
%Expected term (in years)


6.0



6.0



6.0



6.0Risk-free rate


4.75
%


4.76
%


4.53
%


4.53
%Expected dividends














   NOTE 7 
    COMMITMENTS
    AND CONTINGENCIES    The
    Palazzo Construction Litigation
   13




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Litigation
    Relating to Macao Casino
    (a/k/a
    Singapore
    Development Project
   14




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 8 
    SEGMENT
    INFORMATION    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Net RevenuesLas Vegas

$
212,103


$
214,042


$
725,459


$
669,344Macao:Sands Macao


298,756



339,186



1,026,544



931,255The Venetian Macao


150,091







150,091



Total net revenues

$
660,950


$
553,228


$
1,902,094


$
1,600,599Adjusted EBITDAR(1)Las Vegas

$
60,183


$
75,129


$
255,506


$
239,387Macao:Sands Macao


77,574



127,431



296,463



347,785The Venetian Macao


26,520







26,520



Total adjusted EBITDAR


164,277



202,560



578,489



587,172Other Operating Costs and ExpensesCorporate expense


(23,444
)


(15,654
)


(66,657
)


(40,859
)Rental expense


(8,136
)


(3,383
)


(23,141
)


(10,893
)Stock-based compensation expense


(4,827
)


(2,367
)


(10,007
)


(5,397
)Depreciation and amortization


(54,309
)


(26,743
)


(121,262
)


(76,176
)Loss on disposal of assets


(287
)


(383
)


(526
)


(1,920
)Pre-opening expense


(90,447
)


(14,584
)


(153,224
)


(21,157
)Development expense


(3,621
)


(5,968
)


(7,227
)


(22,997
)Operating income (loss)


(20,794
)


133,478



196,445



407,773Other Non-Operating Costs and ExpensesInterest income


26,890



21,029



60,906



46,261Interest expense, net of amounts capitalized


(72,607
)


(45,343
)


(161,628
)


(90,443
)Other income (expense)


17,052



(680
)


7,715



(530
)Loss on early retirement of debt










(10,705
)


Benefit (provision) for income taxes


952



(11,233
)


(15,928
)


(34,698
)Net income (loss)

$
(48,507
)

$
97,251


$
76,805


$
328,363     (1)
    
    Adjusted EBITDAR is earnings before interest, income taxes, loss
    on early retirement of debt, depreciation and amortization,
    pre-opening expense, development expense, other income
    (expense), loss on disposal of assets, rental expense, corporate
    expense and stock-based compensation expense included in general
    and administrative expense. 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.  15




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine Months EndedSeptember 30,2007


2006Capital ExpendituresLas Vegas Sands Corp. and Other

$
96,161


$
41,851Las Vegas:The Venetian


121,209



80,027The Palazzo


784,228



345,903Macao:Sands Macao


86,503



74,983The Venetian Macao and The Four Seasons Macao


1,011,684



699,834Other Development Projects (Principally Cotai Strip Parcels 5
    and 6)


403,349



35,867Singapore


218,933



8,427Total capital expenditures

$
2,722,067


$
1,286,892   September 30,


December 31,2007


2006Total AssetsLas Vegas Sands Corp. and Other

$
399,177


$
209,701Las Vegas:The Venetian


2,521,176



1,991,566The Palazzo


2,105,591



1,179,157Macao:Sands Macao


584,784



537,990The Venetian Macao and The Four Seasons Macao


3,442,401



2,138,535Other Development Projects (Principally Cotai Strip Parcels 5
    and 6)


757,891



170,441Singapore


1,318,532



899,068Total consolidated assets

$
11,129,552


$
7,126,458   NOTE 9 
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION     16




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheets
    September 30, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
131,411


$
1,029,561


$
518,675


$



$
1,679,647Restricted cash






7,255



255,547







262,802Intercompany receivable


141,404



56,188







(197,592
)


Accounts receivable, net


2,127



102,066



48,114







152,307Inventories






10,463



5,451







15,914Deferred income taxes


706



22,110







56



22,872Prepaid expenses and other


22,719



21,499



24,860



(24
)


69,054Total current assets


298,367



1,249,142



852,647



(197,560
)


2,202,596Property and equipment, net


157,185



3,366,948



4,132,579







7,656,712Investment in subsidiaries


2,033,948



898,335







(2,932,283
)


Intercompany notes receivable


73,378



54,633







(128,011
)


Deferred financing costs, net


1,607



61,348



50,452







113,407Deferred income taxes


2,647



4,597



9







7,253Leasehold interest in land, net










1,030,550







1,030,550Other assets, net


128



64,790



54,116







119,034Total assets

$
2,567,260


$
5,699,793


$
6,120,353


$
(3,257,854
)

$
11,129,552Accounts payable

$
2,721


$
34,468


$
30,929


$



$
68,118Construction payables






155,540



566,798







722,338Intercompany payables






87,888



109,704



(197,592
)


Accrued interest payable


2,394



1,863



4,437







8,694Other accrued liabilities


7,221



158,788



480,748



(24
)


646,733Deferred income taxes










(56
)


56



Current maturities of long-term debt


3,688



33,071



1,293,070







1,329,829Total current liabilities


16,024



471,618



2,485,630



(197,560
)


2,775,712Other long-term liabilities


13,171



173,382



2,895







189,448Intercompany notes payable










128,011



(128,011
)


Long-term debt


335,042



3,020,845



2,605,482







5,961,369Total liabilities


364,237



3,665,845



5,222,018



(325,571
)


8,926,529Stockholders equity


2,203,023



2,033,948



898,335



(2,932,283
)


2,203,023Total liabilities and stockholders equity

$
2,567,260


$
5,699,793


$
6,120,353


$
(3,257,854
)

$
11,129,552  17




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheets
    December 31, 2006
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
69,100


$
96,315


$
302,651


$



$
468,066Restricted cash


50,076



95,139



253,547







398,762Intercompany receivables


170,844



49,510







(220,354
)


Accounts receivable, net


137



121,375



52,171







173,683Inventories






10,273



2,018







12,291Deferred income taxes


1,583



14,064



41







15,688Prepaid expenses and other


1,793



10,287



12,987







25,067Total current assets


293,533



396,963



623,415



(220,354
)


1,093,557Property and equipment, net


85,758



2,437,222



2,059,345







4,582,325Investment in subsidiaries


1,919,079



825,736







(2,744,815
)


Intercompany notes receivable


73,154



52,736







(125,890
)


Deferred financing costs, net


1,176



24,124



45,081







70,381Restricted cash






323,668



231,464







555,132Deferred income taxes






5,048







(5,048
)


Leasehold interest in land, net










801,195







801,195Other assets, net


78



12,538



11,252







23,868Total assets

$
2,372,778


$
4,078,035


$
3,771,752


$
(3,096,107
)

$
7,126,458Accounts payable

$
884


$
29,039


$
21,115


$



$
51,038Construction payables


674



75,155



253,546







329,375Intercompany payables






46,318



174,036



(220,354
)


Accrued interest payable


5,977



1,443



1,076







8,496Other accrued liabilities


13,231



149,390



156,280







318,901Income taxes payable


20,352















20,352Current maturities of long-term debt






6,486











6,486Total current liabilities


41,118



307,831



606,053



(220,354
)


734,648Other long-term liabilities


2,981



177,199











180,180Intercompany notes payable










125,890



(125,890
)


Deferred income taxes


5,372











(5,048
)


324Long-term debt


248,153



1,673,926



2,214,073







4,136,152Total liabilities


297,624



2,158,956



2,946,016



(351,292
)


5,051,304Stockholders equity


2,075,154



1,919,079



825,736



(2,744,815
)


2,075,154Total liabilities and stockholders equity

$
2,372,778


$
4,078,035


$
3,771,752


$
(3,096,107
)

$
7,126,458  18




---



##### Table of Contents



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


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
83,094


$
425,428


$



$
508,522Rooms






83,027



13,691







96,718Food and beverage






27,300



22,915



(183
)


50,032Convention, retail and other


12,924



28,309



11,300



(13,475
)


39,05812,924



221,730



473,334



(13,658
)


694,330Less-promotional allowances


(211
)


(18,674
)


(14,495
)






(33,380
)Net revenues


12,713



203,056



458,839



(13,658
)


660,950Operating expenses:Casino






46,487



295,625



(137
)


341,975Rooms






20,524



3,050







23,574Food and beverage






15,129



13,908



(552
)


28,485Convention, retail and other






15,180



7,759







22,939Provision for doubtful accounts






3,298



985







4,283General and administrative






58,070



35,143



(12,969
)


80,244Corporate expense


23,225



82



137







23,444Rental expense






1,881



6,255







8,136Pre-opening expense


2,272



5,063



83,112







90,447Development expense


2,731







890







3,621Depreciation and amortization


1,894



25,238



27,177







54,309Gain (loss) on disposal of assets






(32
)


319







28730,122



190,920



474,360



(13,658
)


681,744Operating income (loss)


(17,409
)


12,136



(15,521
)






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


2,602



17,137



8,949



(1,798
)


26,890Interest expense, net of amounts capitalized


(5,730
)


(37,368
)


(31,307
)


1,798



(72,607
)Other income (expense)






(601
)


17,653







17,052Loss from equity investment in subsidiaries


(24,751
)


(19,631
)






44,382



Loss before income taxes


(45,288
)


(28,327
)


(20,226
)


44,382



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


(3,219
)


3,576



595







952Net loss

$
(48,507
)

$
(24,751
)

$
(19,631
)

$
44,382


$
(48,507
)  19




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Three Months Ended September 30, 2006
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
89,343


$
335,643


$



$
424,986Rooms






80,053



1,598







81,651Food and beverage






29,320



13,155



(81
)


42,394Convention, retail and other


8,974



29,201



981



(9,248
)


29,9088,974



227,917



351,377



(9,329
)


578,939Less-promotional allowances


(156
)


(16,326
)


(9,229
)






(25,711
)Net revenues


8,818



211,591



342,148



(9,329
)


553,228Operating expenses:Casino






42,306



190,717



(61
)


232,962Rooms






21,565



73







21,638Food and beverage






14,818



5,994



(274
)


20,538Convention, retail and other






15,008



1,151







16,159Provision for doubtful accounts






3,711



(18
)






3,693General and administrative






49,668



17,371



(8,994
)


58,045Corporate expense


15,616



(14
)


52







15,654Rental expense






3,046



337







3,383Pre-opening expense


(249
)


685



14,148







14,584Development expense


344



1,031



4,593







5,968Depreciation and amortization


562



15,836



10,345







26,743Loss on disposal of assets










383







38316,273



167,660



245,146



(9,329
)


419,750Operating income (loss)


(7,455
)


43,931



97,002







133,478Other income (expense):Interest income


2,293



8,974



11,773



(2,011
)


21,029Interest expense, net of amounts capitalized


(4,367
)


(21,978
)


(21,009
)


2,011



(45,343
)Other income (expense)


2,430



(585
)


(2,525
)






(680
)Income from equity investment in subsidiaries


105,275



85,244







(190,519
)


Income before income taxes


98,176



115,586



85,241



(190,519
)


108,484Benefit (provision) for income taxes


(925
)


(10,311
)


3







(11,233
)Net income

$
97,251


$
105,275


$
85,244


$
(190,519
)

$
97,251  20




---



##### Table of Contents



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


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
288,125


$
1,145,010


$



$
1,433,135Rooms






272,381



17,207







289,588Food and beverage






105,057



57,451



(379
)


162,129Convention, retail and other


38,909



100,018



14,566



(40,096
)


113,39738,909



765,581



1,234,234



(40,475
)


1,998,249Less-promotional allowances


(658
)


(55,241
)


(40,256
)






(96,155
)Net revenues


38,251



710,340



1,193,978



(40,475
)


1,902,094Operating expenses:Casino






142,619



762,105



(284
)


904,440Rooms






63,985



3,234







67,219Food and beverage






52,983



27,216



(1,188
)


79,011Convention, retail and other






50,068



9,443







59,511Provision for doubtful accounts






23,643



873







24,516General and administrative






167,408



70,510



(39,003
)


198,915Corporate expense


66,119



229



309







66,657Rental expense






6,158



16,983







23,141Pre-opening expense


2,272



10,237



140,715







153,224Development expense


4,237







2,990







7,227Depreciation and amortization


4,494



66,926



49,842







121,262Loss on disposal of assets






158



368







52677,122



584,414



1,084,588



(40,475
)


1,705,649Operating income (loss)


(38,871
)


125,926



109,390







196,445Other income (expense):Interest income


7,127



35,589



23,468



(5,278
)


60,906Interest expense, net of amounts capitalized


(13,258
)


(84,237
)


(69,411
)


5,278



(161,628
)Other income (expense)


(6
)


(981
)


8,702







7,715Loss on early retirement of debt






(10,705
)










(10,705
)Income from equity investment in subsidiaries


115,766



72,738







(188,504
)


Income before income taxes


70,758



138,330



72,149



(188,504
)


92,733Benefit (provision) for income taxes


6,047



(22,564
)


589







(15,928
)Net income

$
76,805


$
115,766


$
72,738


$
(188,504
)

$
76,805  21




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Nine Months Ended September 30, 2006
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
257,801


$
921,029


$



$
1,178,830Rooms






257,636



4,807







262,443Food and beverage






102,365



36,107



(239
)


138,233Convention, retail and other


23,060



92,240



2,767



(23,878
)


94,18923,060



710,042



964,710



(24,117
)


1,673,695Less-promotional allowances


(512
)


(47,756
)


(24,828
)






(73,096
)Net revenues


22,548



662,286



939,882



(24,117
)


1,600,599Operating expenses:Casino






131,844



523,883



(179
)


655,548Rooms






65,219



167







65,386Food and beverage






50,022



18,205



(818
)


67,409Convention, retail and other






46,859



1,422







48,281Provision for doubtful accounts






11,992



11







12,003General and administrative






143,452



49,865



(23,120
)


170,197Corporate expense


40,656



1



202







40,859Rental expense






10,316



577







10,893Pre-opening expense


(249
)


1,112



20,294







21,157Development expense


1,461



3,308



18,228







22,997Depreciation and amortization


1,609



48,178



26,389







76,176Loss on disposal of assets






12



1,908







1,92043,477



512,315



661,151



(24,117
)


1,192,826Operating income (loss)


(20,929
)


149,971



278,731







407,773Other income (expense):Interest income


8,967



25,421



18,167



(6,294
)


46,261Interest expense, net of amounts capitalized


(12,843
)


(62,433
)


(21,461
)


6,294



(90,443
)Other income (expense)


2,423



(428
)


(2,525
)






(530
)Income from equity investment in subsidiaries


345,852



272,907







(618,759
)


Income before income taxes


323,470



385,438



272,912



(618,759
)


363,061Benefit (provision) for income taxes


4,893



(39,586
)


(5
)






(34,698
)Net income

$
328,363


$
345,852


$
272,907


$
(618,759
)

$
328,363  22




---



##### Table of Contents



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


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(104,696
)

$
161,537


$
162,402


$



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


50,076



411,552



233,054







694,682Capital expenditures


(82,095
)


(910,376
)


(1,729,596
)






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






(50,000
)










(50,000
)Intercompany receivable from Guarantor Subsidiaries


(79,902
)










79,902



Intercompany receivable from non-guarantor subsidiaries


(32,068
)


(69,890
)






101,958



Repayment of receivable from Guarantor Subsidiaries


65,974











(65,974
)


Repayment of receivable from non-guarantor subsidiaries


125,464



58,521







(183,985
)


Capital contributions to subsidiaries






(704
)






704



Net cash provided by (used in) investing activities


47,449



(560,897
)


(1,496,542
)


(67,395
)


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


23,862















23,862Excess tax benefits from stock-based compensation


5,865















5,865Capital contributions received










704



(704
)


Borrowings from Las Vegas Sands Corp.






79,902



32,068



(111,970
)


Borrowings from Guarantor Subsidiaries










69,890



(69,890
)


Repayment on borrowings from Las Vegas Sands Corp.






(65,974
)


(125,464
)


191,438



Repayment on borrowings from Guarantor Subsidiaries










(58,521
)


58,521



Proceeds from Macao credit facility










1,300,000







1,300,000Proceeds from Singapore credit facility










332,002







332,002Proceeds from New Senior Secured Credit Facility 
    Term B






3,000,000











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






62,000











62,000Proceeds from airplane financings


92,250















92,250Proceeds from Phase II mall construction loan






52,000











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






23,834



13,415







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






(1,170,000
)










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






(322,128
)










(322,128
)Repayments on Phase II mall construction loan






(166,500
)










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






(90,868
)










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






(7,500
)










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






(7,335
)


(14
)






(7,349
)Repayments on airplane financings


(1,844
)














(1,844
)Payments of deferred financing costs


(575
)


(54,825
)


(16,778
)






(72,178
)Net cash provided by financing activities


119,558



1,332,606



1,547,302



67,395



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










2,862







2,862Increase in cash and cash equivalents


62,311



933,246



216,024







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


69,100



96,315



302,651







468,066Cash and cash equivalents at end of period

$
131,411


$
1,029,561


$
518,675


$



$
1,679,647  23




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Cash Flow Statements
    For the Nine Months Ended September 30, 2006
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(11,983
)

$
112,264


$
(471,116
)

$



$
(370,835
)Cash flows from investing activities:Change in restricted cash


(790
)


84,224



(735,507
)






(652,073
)Capital expenditures


(41,851
)


(429,575
)


(815,466
)






(1,286,892
)Notes receivable from non-guarantor subsidiaries


(115,000
)


(75,000
)






190,000



Repayment of notes receivable from non- guarantor subsidiaries


165,000



25,000







(190,000
)


Intercompany receivable from Las Vegas Sands Corp.






(20,000
)






20,000



Repayment of receivable from Las Vegas Sands Corp.






20,000







(20,000
)


Capital contributions to subsidiaries


(12,223
)


(6,996
)






19,219



Net cash used in investing activities


(4,864
)


(402,347
)


(1,550,973
)


19,219



(1,938,965
)Cash flows from financing activities:Proceeds from exercise of stock options


3,863















3,863Excess tax benefits from stock-based compensation


888















888Capital contributions received






12,223



6,996



(19,219
)


Borrowings from Las Vegas Sands Corp.










115,000



(115,000
)


Borrowings from Guarantor Subsidiaries


20,000







75,000



(95,000
)


Repayment on borrowings from Las Vegas Sands Corp.










(165,000
)


165,000



Repayment on borrowings from Guarantor Subsidiaries


(20,000
)






(25,000
)


45,000



Proceeds from Macao credit facility










1,350,000







1,350,000Proceeds from Singapore credit facility










866,203







866,203Proceeds from senior secured credit facility-revolver






254,129











254,129Proceeds from Phase II mall construction loan






51,000











51,000Repayments on Venetian Intermediate credit facility










(50,000
)






(50,000
)Repayments on Macao credit facility










(50,000
)






(50,000
)Repayment on senior secured credit facility-revolver






(25,000
)










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






(2,400
)


67







(2,333
)Repayments on The Sands Expo Center mortgage loan






(3,650
)










(3,650
)Payments of deferred financing costs






(81
)


(49,308
)






(49,389
)Net cash provided by financing activities


4,751



286,221



2,073,958



(19,219
)


2,345,711Effect of foreign exchange rate on cash










952







952Increase (decrease) in cash and cash equivalents


(12,096
)


(3,862
)


52,821







36,863Cash and cash equivalents at beginning of period


202,196



89,621



165,029







456,846Cash and cash equivalents at end of period

$
190,100


$
85,759


$
217,850


$



$
493,709  24




---



##### 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
      tm
  United
    States Development Projects
  The
    Palazzo
  14-acre
 25




---



##### Table of Contents



Sands
    Bethworks
  126-acre
  Macao
    Development Projects
    
    Parcel 2 is intended to be a Four Seasons hotel and casino,
    which will be adjacent to The Venetian Macao and is expected to
    be a boutique hotel with approximately 400 luxury hotel rooms,
    approximately 800,000 square feet of Four Seasons-serviced
    luxury apartments, distinctive dining experiences, a full
    service spa and other amenities, an approximately
    45,000 square foot casino and approximately
    210,000 square feet of upscale retail offerings. We will
    own the entire development. We have entered into an exclusive
    non-binding letter of intent and are currently negotiating
    definitive agreements under which Four Seasons Hotels Inc. will
    manage the hotel and serviced luxury apartments under its Four
    Seasons brand.
    Parcel 5 is intended to include a three-hotel complex with
    approximately 2,150 luxury and mid-scale hotel rooms, serviced
    luxury apartments, a casino and a retail shopping mall. We will
    own the entire development and have entered into a management
    agreement with Shangri-La Hotels and Resorts to manage two
    hotels under its Shangri-La and Traders brands. In
    addition, we have entered into a management agreement with
    Starwood Hotels & Resorts Worldwide to manage a hotel
    and serviced luxury apartments under its St. Regis brand.
    Parcel 6 is intended to include a two-hotel complex with
    approximately 4,000 luxury and mid-scale hotel rooms, a casino
    and a retail shopping mall physically connected to the mall in
    the Shangri-La/Traders hotel podium. We will own the entire
    development and have entered into a management agreement with
    Starwood Hotels & Resorts Worldwide to manage the
    hotels under its Sheraton brand.
    Parcels 7 and 8 are intended to each include a multi-hotel
    complex with approximately 3,000 luxury and mid-scale hotel
    rooms on each parcel, serviced luxury vacation suites, a casino
    and retail shopping malls that 26




---



##### Table of Contents



are physically connected. 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
    vacation suites on parcel 7 and Fairmont Raffles Holdings to
    manage Fairmont and Raffles brand hotel complexes and serviced
    luxury vacation suites 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 serviced luxury vacation suites under
    the Intercontinental brand, on the site. We are currently
    negotiating definitive agreements with Intercontinental Hotels
    Group. In total, the multi-hotel complex is intended to include
    approximately 3,900 hotel rooms, serviced luxury vacation
    suites, a casino and a retail shopping mall.          Hengqin
    Island Development Project
   27




---



##### Table of Contents



Singapore
    Development Project
    United
    Kingdom Development Projects
    Other
    Development Projects
    Critical
    Accounting Policies and Estimates
  Form 10-K
    Income
    Taxes
   28




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Summary
    Financial Results
    Three Months Ended September 30,


Nine Months Ended September 30,Percent








Percent2007


2006


Change


2007


2006


Change(In thousands, except for percentages)Net revenues

$
660,950


$
553,228



19.5
%

$
1,902,094


$
1,600,599



18.8
%Operating expenses


681,744



419,750



62.4
%


1,705,649



1,192,826



43.0
%Operating income (loss)


(20,794
)


133,478



(115.6
)%


196,445



407,773



(51.8
)%Income (loss) before income taxes


(49,459
)


108,484



(145.6
)%


92,733



363,061



(74.5
)%Net income (loss)


(48,507
)


97,251



(149.9
)%


76,805



328,363



(76.6
)%   Percent of Net RevenuesThree Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Operating expenses


103.1
%


75.9
%


89.7
%


74.5
%Operating income (loss)


(3.1
)%


24.1
%


10.3
%


25.5
%Income (loss) before income taxes


(7.5
)%


19.6
%


4.9
%


22.7
%Net income (loss)


(7.3
)%


17.6
%


4.0
%


20.5
%   Operating
    Results
  Key
    operating revenue measurements
   29




---



##### Table of Contents



Casino revenue measurements for Las
    Vegas:
  Casino revenue measurements for Macao:
      Hotel revenue measurements:
 30




---



##### Table of Contents



Three
    Months Ended September 30, 2007 Compared to the Three
    Months Ended September 30, 2006
  Operating
    Revenues
    Three Months Ended September 30,Percent2007


2006


Change(In thousands, except for percentages)Net RevenuesCasino

$
508,522


$
424,986



19.7
%Rooms


96,718



81,651



18.5
%Food and beverage


50,032



42,394



18.0
%Convention, retail and other


39,058



29,908



30.6
%694,330



578,939



19.9
%Less  promotional allowances


(33,380
)


(25,711
)


29.8
%Total net revenues

$
660,950


$
553,228



19.5
%       Three Months Ended September 30,2007


2006


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

$
294,467


$
335,643



(12.3
)%Non-Rolling Chip table games drop

$
812,385


$
1,040,774



(21.9
)%Non-Rolling Chip table games win percentage


18.7
%


18.6
%


0.1
ptsRolling Chip volume

$
6,287,371


$
3,513,694



78.9
%Rolling Chip win percentage


2.85
%


4.25
%


(1.4
)ptsSlot handle

$
297,910


$
265,372



12.3
%Slot hold percentage


6.6
%


7.9
%


(1.3
)ptsThe Venetian MacaoTotal casino revenues

$
130,962


$





%Non-Rolling Chip table games drop

$
257,089


$





%Non-Rolling Chip table games win percentage


16.7
%



%



ptsRolling Chip volume

$
4,727,325


$





%Rolling Chip win percentage


2.44
%



%



ptsSlot handle

$
123,211


$





%Slot hold percentage


6.6
%



%



ptsThe VenetianTotal casino revenues

$
83,093


$
89,343



(7.0
)%Table games drop

$
356,353


$
264,318



34.8
%Table games win percentage


14.7
%


23.4
%


(8.7
)ptsSlot handle

$
619,845


$
521,532



18.9
%Slot hold percentage


6.2
%


6.5
%


(0.3
)pts  31




---



##### Table of Contents



Three Months Ended September 30,2007


2006


ChangeThe VenetianAverage daily room rate

$
234


$
221



5.9
%Occupancy rate


99.6
%


98.4
%


1.2
ptsRevenue per available room

$
233


$
217



7.4
%The Venetian MacaoAverage daily room rate

$
208


$





%Occupancy rate


77.5
%







ptsRevenue per available room

$
161


$





%       Operating
    Expenses
    Three Months Ended September 30,Percent2007


2006


Change(In thousands, except for percentages)Operating ExpensesCasino

$
341,975


$
232,962



46.8
%Rooms


23,574



21,638



8.9
%Food and beverage


28,485



20,538



38.7
%Convention, retail and other


22,939



16,159



42.0
%Provision for doubtful accounts


4,283



3,693



16.0
%General and administrative


80,244



58,045



38.2
%Corporate expense


23,444



15,654



49.8
%Rental expense


8,136



3,383



140.5
%Pre-opening expense


90,447



14,584



520.2
%Development expense


3,621



5,968



(39.3
)%Depreciation and amortization


54,309



26,743



103.1
%Loss on disposal of assets


287



383



(25.1
)%Total operating expenses

$
681,744


$
419,750



62.4
%  32




---



##### Table of Contents



33




---



##### Table of Contents



Interest
    Expense
    Three Months Ended September 30,2007


2006(In thousands, except for percentages)Interest cost

$
136,819


$
73,784Less: Capitalized interest


(64,212
)


(28,441
)Interest expense, net

$
72,607


$
45,343Cash paid for interest

$
139,306


$
71,889Average total debt balance

$
7,202,564


$
3,542,665Weighted average interest rate


7.6
%


8.3
%     Other
    Factors Affecting Earnings
       34




---



##### Table of Contents



Nine
    Months Ended September 30, 2007 Compared to the Nine Months
    Ended September 30, 2006
  Operating
    Revenues
    Nine Months Ended September 30,Percent2007


2006


Change(In thousands, except for percentages)Net RevenuesCasino

$
1,433,135


$
1,178,830



21.6
%Rooms


289,588



262,443



10.3
%Food and beverage


162,129



138,233



17.3
%Convention, retail and other


113,397



94,189



20.4
%1,998,249



1,673,695



19.4
%Less  promotional allowances


(96,155
)


(73,096
)


31.5
%Total net revenues

$
1,902,094


$
1,600,599



18.8
%    35




---



##### Table of Contents



Nine Months Ended September 30,2007


2006


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

$
1,014,049


$
921,029



10.1
%Non-Rolling Chip table games drop

$
2,750,121


$
3,143,726



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


18.6
%


18.6
%



ptsRolling Chip volume

$
20,406,862


$
11,468,848



77.9
%Rolling Chip win percentage


3.04
%


3.21
%


(0.17
)ptsSlot handle

$
912,364


$
775,603



17.6
%Slot hold percentage


6.9
%


7.8
%


(0.9
)ptsThe Venetian MacaoTotal casino revenues

$
130,962


$





%Non-Rolling Chip table games drop

$
257,089


$





%Non-Rolling Chip table games win percentage


16.7
%



%



ptsRolling Chip volume

$
4,727,325


$





%Rolling Chip win percentage


2.44
%



%



ptsSlot handle

$
123,211


$





%Slot hold percentage


6.6
%



%



ptsThe VenetianTotal casino revenues

$
288,124


$
257,801



11.8
%Table games drop

$
990,460


$
881,982



12.3
%Table games win percentage


21.4
%


21.2
%


0.2
ptsSlot handle

$
1,771,085


$
1,573,683



12.5
%Slot hold percentage


6.1
%


6.4
%


(0.3
)pts    36




---



##### Table of Contents



Nine Months Ended September 30,2007


2006


ChangeThe VenetianAverage daily room rate

$
259


$
237



9.3
%Occupancy rate


99.7
%


99.3
%


0.4
ptsRevenue per available room

$
258


$
236



9.3
%The Venetian MacaoAverage daily room rate

$
208


$





%Occupancy rate


77.5
%



%



ptsRevenue per available room

$
161


$





%       Operating
    Expenses
    Nine Months Ended September 30,Percent2007


2006


Change(In thousands, except for percentages)Operating ExpensesCasino

$
904,440


$
655,548



38.0
%Rooms


67,219



65,386



2.8
%Food and beverage


79,011



67,409



17.2
%Convention, retail and other


59,511



48,281



23.3
%Provision for doubtful accounts


24,516



12,003



104.2
%General and administrative


198,915



170,197



16.9
%Corporate expense


66,657



40,859



63.1
%Rental expense


23,141



10,893



112.4
%Pre-opening expense


153,224



21,157



624.2
%Development expense


7,227



22,997



(68.6
)%Depreciation and amortization


121,262



76,176



59.2
%Loss on disposal of assets


526



1,920



(72.6
)%Total operating expenses

$
1,705,649


$
1,192,826



43.0
%  37




---



##### Table of Contents



38




---



##### Table of Contents



pre-opening
    Interest
    Expense
    Nine Months Ended September 30,2007


2006(In thousands, except for percentages)Interest cost

$
330,627


$
148,097Less: Capitalized interest


(168,999
)


(57,654
)Interest expense, net

$
161,628


$
90,443Cash paid for interest

$
311,516


$
141,614Average total debt balance

$
5,729,785


$
2,505,744Weighted average interest rate


7.7
%


7.9
%     Other
    Factors Affecting Earnings
     39




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Nine Months Ended September 30,2007


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

$
219,243


$
(370,835
)Investing cash flows:Capital expenditures


(2,722,067
)


(1,286,892
)Acquisition of gaming license


(50,000
)


Change in restricted cash


694,682



(652,073
)Net cash used in investing activities


(2,077,385
)


(1,938,965
)Financing cash flows:Repayments of long-term debt


(1,766,189
)


(130,983
)Proceeds of long term-debt


4,875,501



2,521,332Other


(42,451
)


(44,638
)Net cash provided by financing activities


3,066,861



2,345,711Effect of exchange rate on cash


2,862



952Net increase in cash and cash equivalents

$
1,211,581


$
36,863   Cash
    Flows  Operating Activities
   40




---



##### Table of Contents



Cash
    Flows  Investing Activities
      Cash
    Flows  Financing Activities
    Capital
    and Liquidity
         41




---



##### Table of Contents



Aggregate
    Indebtedness and Other Known Contractual Obligations
    Payments Due by Period Ending September 30, 2007(19)Less than








More than1 Year


2-3 Years


4-5 Years


5 years


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

$
30,000


$
60,000


$
60,000


$
2,842,500


$
2,992,5006.375% Senior Notes(2)














248,324



248,324Airplane Financings(3)


3,688



7,375



7,375



71,968



90,406FF&E Credit Facility  Term Delayed Draw(4)


3,071



24,566



33,779







61,416Other U.S.(5)


1,823



3,557



1,925







7,305Macao Credit Facility  Term B and Local Term(6)






93,813



506,812



1,299,375



1,900,000Macao Credit Facility  Term B Delayed(6)






14,000



686,000







700,000Other Macao(7)


6,261















6,261Singapore Credit Facility  Term Loan(8)


574,806















574,806Singapore Credit Facility  Floating Rate Notes(8)


710,180















710,180Fixed Interest Payments


16,113



31,875



31,875



38,516



118,379Variable Interest Payments(9)


470,032



820,345



760,343



398,621



2,449,341Contractual ObligationsHVAC Provider Fixed Payments(10)


6,826



5,119











11,945Former Tenants(11)


650



1,300



1,300



7,539



10,789Employment Agreements(12)


8,057



9,467











17,524Macao Subsidiary Land Lease(13)


58,821



37,163



21,304



59,465



176,753Mall Leases(14)


7,660



15,832



16,087



131,577



171,156Macao Fixed Gaming Tax(15)


38,149



76,300



76,300



371,960



562,709Ferries Purchase Commitment(16)


43,090















43,090Parking Lot Lease(17)


1,200



2,400



2,400



109,500



115,500Other Operating Leases(18)


16,584



20,411



1,526



2,757



41,278Total

$
1,997,011


$
1,223,523


$
2,207,026


$
5,582,102


$
11,009,662     (1)
    
    Amount represents the $3.0 billion funded term loan, which
    is part of the new $5.0 billion senior secured credit
    facility entered into on May 23, 2007. The
    $3.0 billion term loan matures on May 23, 2014, and is
    subject to quarterly amortization payments of $7.5 million
    with a balloon payment of the remaining balance due on
    May 23, 2014.(2)
    
    The 6.375% Senior Notes are due on February 15, 2015. 42




---



##### Table of Contents



(3)
    
    Amount represents the airplane financings borrowed during 2007,
    which mature in March 2017.(4)
    
    Amount represents borrowings of $61.5 million under the
    FF&E credit facility. The delayed draw term facility is
    subject to nine quarterly principal payments beginning on
    July 1, 2008, in an amount equal to 5.0% of the aggregate
    principal amount as of July 1, 2008, with the remaining
    amount due in four equal installments on October 1, 2010,
    January 1, 2011, April 1, 2011 and June 15, 2011.(5)
    
    Amount represents a promissory note subject to monthly principal
    and interest payments, which matures in September 2011.(6)
    
    Amount represents the borrowings under the Macao Credit
    Facility, which consists of a $1.8 billion funded term B
    loan (the Macao Term B Facility), a
    $700.0 million delayed draw term B loan (the Macao
    Term B Delayed Draw Facility), a $100.0 million
    funded local currency term loan (the Macao Local Term
    Facility) and a $700.0 million revolving credit
    facility (the Macao Revolving Facility). As of
    September 30, 2007, we had fully drawn $700.0 million
    under the Macao Term B Delayed Draw Facility, with no amounts
    outstanding under the Macao Revolving Facility. The Macao
    Revolving Facility and the Macao Local Term Facility have a five
    year maturity. The Macao Term B Facility and the Macao Term B
    Delayed Draw Facility mature in seven and six years,
    respectively. The Macao Term B Facility is subject to nominal
    amortization for the first six years, commencing in the first
    quarter following substantial completion of The Venetian Macao,
    with the remainder of the loans payable in four equal
    installments in the last year immediately preceding their
    respective maturity dates. The Macao Term B Delayed Draw is
    subject to nominal amortization for the first five years,
    commencing in the first quarter following substantial completion
    of The Venetian Macao, with the remainder of the loan payable in
    three equal installments in the last year immediately preceding
    its respective maturity date. Following the substantial
    completion of The Venetian Macao, the Macao Local Term Facility
    is subject to quarterly amortization in an amount of
    approximately $6.3 million per quarter, with the remainder
    of the loan payable in four equal installments in the last year
    immediately preceding the maturity date.(7)
    
    Amount represents debt borrowed during 2007, which matures on
    March 28, 2008.(8)
    
    Amount represents the borrowings under the Singapore Credit
    Facility, which consists of a 1.1 billion Singapore dollars
    (SGD) (approximately US$740.9 million at
    exchange rates in effect on September 30,
    2007) floating rate notes facility (the Singapore
    Floating Rate Notes) and a SGD1.1 billion
    (approximately US$740.9 million at exchange rates in effect
    on September 30, 2007) term loan facility (the
    Singapore Term Loan). The Singapore Floating Rate
    Notes consist of a funded SGD788.6 million (approximately
    US$531.1 million at exchange rates in effect on
    September 30, 2007) facility and a
    SGD315.4 million (approximately US$212.4 million at
    exchange rates in effect on September 30,
    2007) delayed draw facility. The Singapore Term Loan
    consists of a funded SGD596.0 million (approximately
    US$401.4 million at exchange rates in effect on
    September 30, 2007) facility, a SGD315.4 million
    (approximately US$212.4 million at exchange rates in effect
    on September 30, 2007) delayed draw facility, and a
    SGD192.6 million (approximately US$129.7 million at
    exchange rates in effect on September 30,
    2007) facility to provide bank guarantees in relation to a
    security deposit required to be delivered to the Singapore
    Tourism Board under the Development Agreement. The Singapore
    Credit Facility matures in full on August 22, 2008.(9)
    
    Based on September 30, 2007, LIBOR rate of 5.2% and
    Singapore SWAP Offer Rate of 2.7% plus the applicable interest
    rate spread in accordance with the respective debt agreements.  (10)
    
    We are party to a services agreement with a third party for HVAC
    services for The Venetian. The total remaining payment
    obligation under this arrangement was $11.9 million as of
    September 30, 2007, payable in equal monthly installments
    through July 1, 2009. We have the right to terminate the
    agreement based upon the failure of the HVAC provider under this
    agreement to provide HVAC services. Upon the sale of The Grand
    Canal Shops on May 17, 2004, GGP assumed the responsibility
    for $1.6 million of annual payments to this HVAC provider.(11)
    
    We are party to tenant lease termination and asset purchase
    agreements. The total remaining payment obligation under these
    arrangements was $10.8 million as of September 30,
    2007. Under the agreement for The Grand Canal Shops sale, we are
    obligated to fulfill the lease termination and asset purchase
    agreements.(12)
    
    We are party to employment agreements with six of our senior
    executives, with remaining terms of one to three years. 43




---



##### Table of Contents



(13)
    
    Venetian Macao Limited and its subsidiaries are  party to
    long-term land leases of 25 years. The total remaining
    payment obligation under these leases was $176.8 million as
    September 30, 2007.(14)
    
    We are party to certain leaseback agreements for the Blue Man
    Group theater, gondola and certain office space related to The
    Grand Canal Shops sale. The total remaining payments due as of
    September 30, 2007, were $171.2 million.(15)
    
    In addition to the 39% gross gaming win tax in Macao (which is
    not included in this table as the amount we pay is variable in
    nature), we are required to pay an annual fixed gaming tax of
    approximately $38.1 million per year to the government of
    Macao through the termination of the gaming subconcession.(16)
    
    During 2006, we entered into commitments to purchase ferries to
    be built for our Macao operations. The total remaining payment
    obligation as of September 30, 2007, was $43.1 million.(17)
    
    We are party to a long-term lease agreement of 99 years for
    a parking structure located adjacent to The Venetian. As of
    September 30, 2007, total remaining payments due were
    $115.5 million.(18)
    
    We are party to certain operating leases for real estate,
    various equipment and service arrangements. The total remaining
    payments due as of September 30, 2007, were
    $41.3 million.(19)
    
    We adopted the provision of FIN No. 48 on
    January 1, 2007, and as of September 30, 2007, had a
    $12.0 million liability related to unrecognized tax
    benefits.  Restrictions
    on Distributions
      Inflation
    Special
    Note Regarding Forward-Looking Statements
   44




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##### Table of Contents




    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 and Macao;
    disruptions or reductions in travel due to conflicts with Iraq
    and any future terrorist incidents;
    outbreaks of infectious diseases, such as severe acute
    respiratory syndrome or avian flu, in our market areas;
    our dependence upon properties in two markets for all of our
    cash flow;
    new developments, construction and ventures, including The
    Palazzo, the Cotai Strip developments, the Marina Bay Sands in
    Singapore and Sands Bethworks;
    our ability to obtain sufficient funding for our developments,
    including our Cotai Strip developments and in Singapore;
    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 and debt service (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;
    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
    and Macao, 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 and Macao;
    the popularity of Las Vegas and Macao as a convention and trade
    show destination;
    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
    any future litigation.    ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   45




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##### Table of Contents



Fair2008


2009


2010


2011


2012


Thereafter


Total


Value(1)(In millions, except for percentages)LIABILITIESShort-term debtVariable rate

$
1,329.8


$



$



$



$



$



$
1,329.8


$
1,329.8Average interest rate(2)


4.4
%






















4.4
%


4.4
%Long-term debtFixed rate

$



$



$



$



$



$
250.0


$
250.0


$
242.5Average interest rate(2)






















6.4
%


6.4
%


6.9
%Variable rate

$



$
97.7


$
105.6


$
136.5


$
1,159.5


$
4,213.8


$
5,713.1


$
5,713.1Average interest rate(2)






7.3
%


7.3
%


7.3
%


7.5
%


6.7
%


6.9
%


6.9
%ASSETSCap Agreement(3)

$



$
0.2


$



$



$



$



$
0.2


$
0.2     (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 and Singapore SWAP Offer  rates
    for variable rate indebtedness.(3)
    
    As of September 30, 2007, we have six interest rate cap
    agreements with a total fair value of $0.2 million based on
    quoted market values from the institutions holding the
    agreements.   46




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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
  ITEM 5 
    OTHER
    INFORMATION   47




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##### Table of Contents



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

Description of Document3
.2

Amended and Restated By-laws of Las Vegas Sands Corp.10
.1

Amended and Restated FF&E Credit and Guarantee Agreement,
    dated as of August 21, 2007, by and among Las Vegas Sands,
    LLC (the Borrower), certain affiliates of Borrower,
    as Guarantors, the Lenders party thereto from time to time,
    General Electric Capital Corporation, as administrative agent
    for the Lenders and as collateral agent and GE Capital Markets,
    Inc., as lead arranger and book runner.10
.2

Security Agreement, dated as of August 21, 2007, between
    each of the Grantors party thereto and General Electric Capital
    Corporation, as collateral agent for the Secured Parties (as
    defined therein).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.  48




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  SIGNATURES
      By:
    /s/  Sheldon
    G. Adelson        By:
    /s/  Robert
    P. Rozek       49




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##### Table of Contents



LAS VEGAS
    SANDS CORP.
  EXHIBIT INDEX
  Exhibit No.

Description of Document3
.2

Amended and Restated By-laws of Las Vegas Sands Corp.10
.1

Amended and Restated FF&E Credit and Guarantee Agreement,
    dated as of August 21, 2007, by and among Las Vegas Sands,
    LLC (the Borrower), certain affiliates of Borrower,
    as Guarantors, the Lenders party thereto from time to time,
    General Electric Capital Corporation, as administrative agent
    for the Lenders and as collateral agent and GE Capital Markets,
    Inc., as lead arranger and book runner.10
.2

Security Agreement, dated as of August 21, 2007, between
    each of the Grantors party thereto and General Electric Capital
    Corporation, as collateral agent for the Secured Parties (as
    defined therein).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.