##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition period
    from          to   Commission file number
    001-32373
  LAS VEGAS SANDS CORP.
 (Exact name of 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
  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 May 5, 2008Common Stock ($0.001 par value)

355,423,196 shares




---



##### 



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


2Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2008 and 2007


3Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2008 and 2007


4Notes to Condensed Consolidated Financial
    Statements


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


29Item 3. Quantitative and Qualitative
    Disclosures about Market Risk


43Item 4. Controls and Procedures


45Part II
    OTHER INFORMATIONItem 1. Legal Proceedings


45Item 1A. Risk Factors


45Item 1B. Unresolved Staff Comments


45Item 6. Exhibits


46Signatures


47EX-10.1EX-10.2EX-10.3EX-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)
  March 31,


December 31,2008


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

$
855,362


$
857,150Restricted cash


304,895



232,944Accounts receivable, net


253,614



187,195Inventories


24,035



19,902Deferred income taxes


16,588



32,471Prepaid expenses and other


43,567



49,424Total current assets


1,498,061



1,379,086Property and equipment, net


9,426,585



8,574,614Deferred financing costs, net


185,423



107,338Restricted cash


149,464



178,824Deferred income taxes


27,340



Leasehold interests in land, net


1,103,424



1,069,609Other assets, net


178,104



157,046Total assets

$
12,568,401


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

$
99,479


$
99,023Construction payables


710,109



717,541Accrued interest payable


14,967



11,465Other accrued liabilities


597,170



610,911Current maturities of long-term debt


78,286



54,333Total current liabilities


1,500,011



1,493,273Other long-term liabilities


35,500



28,674Deferred income taxes






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


240,108



Deferred gain on sale of The Grand Canal Shoppes


60,334



61,200Deferred rent from mall transactions


151,316



103,546Long-term debt


8,290,332



7,517,997Total liabilities


10,277,601



9,206,243Commitments and contingencies (Note 10)Stockholders equity:Common stock, $0.001 par value, 1,000,000,000 shares
    authorized, 355,420,946 and 355,271,070 shares issued and
    outstanding


355



355Capital in excess of par value


1,082,093



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


22,052



(2,493
)Retained earnings


1,186,300



1,197,534Total stockholders equity


2,290,800



2,260,274Total liabilities and stockholders equity

$
12,568,401


$
11,466,517    2




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES



Condensed
    Consolidated Statements of Operations

(Unaudited)  Three Months EndedMarch 31,2008


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

$
795,441


$
465,734Rooms


190,689



97,868Food and beverage


83,240



54,359Convention, retail and other


78,858



43,0461,148,228



661,007Less-promotional allowances


(69,205
)


(32,789
)Net revenues


1,079,023



628,218Operating expenses:Casino


519,468



278,697Rooms


40,281



22,524Food and beverage


41,040



23,633Convention, retail and other


44,967



17,431Provision for doubtful accounts


8,132



15,516General and administrative


142,953



57,971Corporate expense


25,537



18,519Rental expense


9,064



6,708Pre-opening expense


26,590



22,457Development expense


5,892



2,346Depreciation and amortization


113,413



31,232Loss on disposal of assets


5,121



178982,458



497,212Operating income


96,565



131,006Other income (expense):Interest income


5,465



12,664Interest expense, net of amounts capitalized


(114,700
)


(34,612
)Other income (expense)


8,099



(7,033
)Loss on early retirement of debt


(3,989
)


Income (loss) before income taxes


(8,560
)


102,025Provision for income taxes


(2,674
)


(11,111
)Net income (loss)

$
(11,234
)

$
90,914Basic earnings (loss) per share

$
(0.03
)

$
0.26Diluted earnings (loss) per share

$
(0.03
)

$
0.26Weighted average shares outstanding:Basic


355,274,537



354,613,724Diluted


355,274,537



356,114,292    3




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES



Condensed
    Consolidated Statements of Cash Flows

(Unaudited)  Three Months EndedMarch 31,2008


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

$
(11,234
)

$
90,914Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


113,413



31,232Amortization of leasehold interests in land included in rental
    expense


6,595



4,213Amortization of deferred financing costs and original issue
    discount


9,874



5,054Amortization of deferred gain and rent


(1,173
)


(1,173
)Deferred rent from mall transactions


48,077



Loss on early retirement of debt


3,989



Loss on disposal of assets


5,121



178Stock-based compensation expense


9,821



4,448Provision for doubtful accounts


8,132



15,516Foreign exchange gain


(8,831
)


Excess tax benefits from stock-based compensation


(1,326
)


(2,293
)Deferred income taxes


(13,010
)


(2,203
)Changes in operating assets and liabilities:Accounts receivable


(74,551
)


37,313Inventories


(4,133
)


(761
)Prepaid expenses and other


(13,142
)


(32,231
)Leasehold interests in land


(933
)


(105,934
)Accounts payable


456



5,154Accrued interest payable


3,502



(4,038
)Other accrued liabilities


(8,212
)


5,962Net cash provided by operating activities


72,435



51,351Cash flows from investing activities:Change in restricted cash


(27,115
)


398,571Capital expenditures


(943,541
)


(764,964
)Net cash used in investing activities


(970,656
)


(366,393
)Cash flows from financing activities:Proceeds from exercise of stock options


5,020



9,983Excess tax benefits from stock-based compensation


1,326



2,293Proceeds from long-term debt (Note 4)


2,105,196



370,859Repayments on long-term debt (Note 4)


(1,372,421
)


(100,140
)Proceeds from the sale of The Shoppes at The Palazzo
    (Note 7)


240,108



Payments of deferred financing costs


(89,866
)


(1,284
)Net cash provided by financing activities


889,363



281,711Effect of exchange rate on cash


7,070



4,790Decrease in cash and cash equivalents


(1,788
)


(28,541
)Cash and cash equivalents at beginning of period


857,150



468,066Cash and cash equivalents at end of period

$
855,362


$
439,525Supplemental disclosure of cash flow information:Cash payments for interest

$
131,907


$
80,416Cash payments for taxes

$



$
30,000Non-cash investing and financing activities:Property and equipment asset acquisitions included in
    construction payables

$
710,109


$
367,109    4




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  NOTE 1 
    ORGANIZATION
    AND BUSINESS OF COMPANY  Form 10-K
  Operations
    20-year
  tm
  United
    States Development Projects
  Las Vegas
    Condominiums
    Sands
    Bethworks
  124-acre
 5




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    instrument-by-instrument
        No. 142-3,
 9




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 142-3 No. 142-3
  Other
    First Quarter Charges
    NOTE 2 
    STOCKHOLDERS
    EQUITY AND EARNINGS PER SHARE    Balance at December 31, 2007

$
2,260,274Net loss


(11,234
)Stock-based compensation


10,867Proceeds from exercise of stock options


5,020Tax benefit from stock-based compensation


1,328Change in accumulated other comprehensive income


24,545Balance at March 31, 2008

$
2,290,800       Three Months EndedMarch 31,2008


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


355,274,537



354,613,724Potential dilution from stock options and restricted stock






1,500,568Weighted-average common and common equivalent shares (used in
    the calculations of diluted earnings (loss) per share)


355,274,537



356,114,292Antidilutive stock options and restricted stock excluded from
    calculation of diluted earnings (loss) per share


8,340,013



859,973  10




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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    March 31,


December 31,2008


2007Land and improvements

$
298,272


$
297,678Building and improvements


5,668,314



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


1,260,280



1,013,138Transportation


215,642



176,897Construction in progress


2,700,896



3,258,75010,143,404



9,182,397Less  accumulated depreciation and amortization


(716,819
)


(607,783
)$
9,426,585


$
8,574,614     March 31,


December 31,2008


2007The Venetian Macao

$
107,078


$
110,759Four Seasons Macao


502,083



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


933,308



714,701Marina Bay Sands


764,148



552,850The Palazzo and The Shoppes at The Palazzo


97,096



1,297,390Sands Bethworks


117,645



66,898Las Vegas Condominiums


95,912



71,091Other


83,626



85,172$
2,700,896


$
3,258,750        11




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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    March 31,


December 31,2008


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

$
2,977,500


$
2,985,000New Senior Secured Credit Facility  Revolver


450,000



6.375% Senior Notes


248,437



248,380Airplane Financings


88,562



89,484FF&E Financings


61,416



61,416Other


6,409



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


1,900,000



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


700,000



700,000Macao Credit Facility  Revolving Facility


326,300



251,000Ferry Financing


147,262



Other


14,821



6,434Singapore Related:Singapore Permanent Facility  A


1,447,911



Singapore Bridge Facility  Term Loan






594,404Singapore Bridge Facility  Floating Rate Notes






729,3558,368,618



7,572,330Less  current maturities


(78,286
)


(54,333
)Total long-term debt

$
8,290,332


$
7,517,997   Corporate
    and U.S. Related Debt
  New
    Senior Secured Credit Facility
    Macao
    Related Debt
  Ferry
    Financing
  18-month
 12




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Singapore
    Related Debt
    Singapore
    Permanent Facilities
           13




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    Flows from Financing Activities
    Three Months EndedMarch 31,2008


2007Proceeds from Singapore Permanent Facility

$
1,417,936


$
Proceeds from New Senior Secured Credit Facility 
    Revolver


450,000



Proceeds from Macao Credit Facility


75,300



85,000Proceeds from Ferry Financing


147,262



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


14,698



6,082Proceeds from Singapore Bridge Facility






110,777Proceeds from Airplane Financings






72,000Proceeds from Senior Secured Credit Facility  Revolver






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






35,000$
2,105,196


$
370,859Repayments on Singapore Bridge Facility

$
(1,356,807
)

$
Repayments on New Senior Secured Credit Facility 
    Term B


(7,500
)


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


(7,192
)


(605
)Repayments on Airplane Financings


(922
)


Repayment on Senior Secured Credit Facility  Revolver






(99,000
)Repayments on Sands Expo Center Mortgage Loan






(535
)$
(1,372,421
)

$
(100,140
)   NOTE 5 
    INCOME
    TAXES     14




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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 March 31,2008


2007Compensation expense:Stock options

$
9,138


$
4,104Restricted shares


683



344$
9,821


$
4,448Compensation cost capitalized as part of property and equipment

$
1,046


$
437Stock options granted


1,773



409Weighted average grant date fair value

$
32.90


$
37.56Restricted shares granted


21



46Weighted average grant date fair value

$
73.59


$
87.32     Three Months EndedMarch 31,2008


2007Weighted average volatility


35.85
%


31.41
%Expected term (in years)


6.0



6.0Risk-free rate


2.96
%


4.63
%Expected dividends






   NOTE 7 
    MALL
    SALE  30-month
 15




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##### Table of Contents



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

$
7,145Operating expenses


6,929Pre-opening expense


2,590Depreciation and amortization


588Operating loss


(2,962
)Interest expense, net


(315
)Net loss

$
(3,277
)   NOTE 9 
    FAIR
    VALUE MEASUREMENTS   16




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##### Table of Contents



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

Fair Value Measurements at March 31, 2008 Using:Value at

Quoted Market

Significant Other

SignificantMarch 31,

Prices in Active

Observable Inputs

Unobservable Inputs2008

Markets (Level 1)

(Level 2)

(Level 3)Cash and cash equivalents(1)

$
75,211


$
75,211


$



$
Interest rate caps

$
4


$



$
4


$
     (1)
    
    The Company has short-term investments classified as cash and
    cash equivalents as the original maturities are less than
    90 days.  NOTE 10 
    COMMITMENTS
    AND CONTINGENCIES    The
    Palazzo Construction Litigation
   17




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Litigation
    Relating to Macao Operations
    (a/k/a
   18




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Singapore
    Development Project
    Other
    Commitments
    NOTE 11 
    SEGMENT
    INFORMATION   19




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended March 31,2008


2007Net RevenuesLas Vegas Operating Properties

$
351,573


$
277,844Macao:Sands Macao


268,250



350,374The Venetian Macao


455,741



Other Asia


3,459



Total net revenues

$
1,079,023


$
628,218Adjusted EBITDAR(1)Las Vegas Operating Properties

$
122,561


$
112,102Macao:Sands Macao


65,618



102,296The Venetian Macao


110,335



Other Asia


(10,262
)


Total adjusted EBITDAR


288,252



214,398Other Operating Costs and ExpensesCorporate expense


(25,537
)


(18,519
)Rental expense


(9,064
)


(6,708
)Stock-based compensation expense


(6,070
)


(1,952
)Depreciation and amortization


(113,413
)


(31,232
)Loss on disposal of assets


(5,121
)


(178
)Pre-opening expense


(26,590
)


(22,457
)Development expense


(5,892
)


(2,346
)Operating income


96,565



131,006Other Non-Operating Costs and ExpensesInterest income


5,465



12,664Interest expense, net of amounts capitalized


(114,700
)


(34,612
)Other income (expense)


8,099



(7,033
)Loss on early retirement of debt


(3,989
)


Provision for income taxes


(2,674
)


(11,111
)Net income (loss)

$
(11,234
)

$
90,914     (1)
    
    Adjusted EBITDAR is net income (loss) before interest, income
    taxes, depreciation and amortization, pre-opening expense,
    development expense, other income (expense), loss on early
    retirement of debt, loss on disposal of assets, rental expense,
    corporate expense 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.  20




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##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months Ended,March 31,2008


2007Capital ExpendituresLas Vegas Sands Corp. and Other

$
65,694


$
46,421Las Vegas Operating Properties


233,068



217,317Macao:Sands Macao


15,188



18,479The Venetian Macao


30,332



272,214Four Seasons Macao


161,193



105,005Other Asia


22,875



12,418Other Development Projects


241,856



49,718Singapore


173,335



43,392Total capital expenditures

$
943,541


$
764,964   March 31,


December 31,2008


2007Total AssetsLas Vegas Sands Corp. and Other

$
437,989


$
380,646Las Vegas Operating Properties


4,566,169



4,205,950Macao:Sands Macao


631,810



550,479The Venetian Macao


3,148,776



3,158,091Four Seasons Macao


540,190



391,506Other Asia


179,126



85,817Other Development Projects


1,006,229



777,740Singapore


2,058,112



1,916,288Total consolidated assets

$
12,568,401


$
11,466,517   NOTE 12 
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION   21




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##### Table of Contents



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




---



##### Table of Contents



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


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
75,973


$
299,666


$
479,723


$



$
855,362Restricted cash






4,784



300,111







304,895Intercompany receivables


129,851



4,532







(134,383
)


Accounts receivable, net


3,952



135,754



117,155



(3,247
)


253,614Inventories


512



11,287



12,236







24,035Deferred income taxes


973



15,398



217







16,588Prepaid expenses and other


10,811



9,257



24,121



(622
)


43,567Total current assets


222,072



480,678



933,563



(138,252
)


1,498,061Property and equipment, net


165,860



3,916,708



5,344,017







9,426,585Investment in subsidiaries


2,156,966



1,547,724







(3,704,690
)


Deferred financing costs, net


1,509



55,818



128,096







185,423Restricted cash










149,464







149,464Intercompany receivables


35,049



445,466







(480,515
)


Intercompany notes receivable


73,747



83,443







(157,190
)


Deferred income taxes


4,127



20,249



2,964







27,340Leasehold interests in land, net










1,103,424







1,103,424Other assets, net


115



34,685



143,304







178,104Total assets

$
2,659,445


$
6,584,771


$
7,804,832


$
(4,480,647
)

$
12,568,401Accounts payable

$
5,223


$
47,457


$
50,046


$
(3,247
)

$
99,479Construction payables






154,190



555,919







710,109Intercompany payables






94,448



39,935



(134,383
)


Accrued interest payable


2,252



2,862



9,853







14,967Other accrued liabilities


5,833



181,785



409,552







597,170Income taxes payable










622



(622
)


Current maturities of long-term debt


3,688



39,212



35,386







78,286Total current liabilities


16,996



519,954



1,101,313



(138,252
)


1,500,011Other long-term liabilities


18,337



6,390



10,773







35,500Deferred amounts related to mall transactions






451,758











451,758Intercompany payables










480,515



(480,515
)


Intercompany notes payable










157,190



(157,190
)


Long-term debt


333,312



3,449,703



4,507,317







8,290,332Total liabilities


368,645



4,427,805



6,257,108



(775,957
)


10,277,601Stockholders equity


2,290,800



2,156,966



1,547,724



(3,704,690
)


2,290,800Total liabilities and stockholders equity

$
2,659,445


$
6,584,771


$
7,804,832


$
(4,480,647
)

$
12,568,401  23




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheets
    December 31, 2007
  Consolidating/Las Vegas


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalCash and cash equivalents

$
73,489


$
129,684


$
653,977


$



$
857,150Restricted cash






5,088



227,856







232,944Intercompany receivables


195,675



520,761







(716,436
)


Accounts receivable, net


1,995



113,638



71,562







187,195Inventories


132



10,086



9,684







19,902Deferred income taxes


1,368



11,879



19,224







32,471Prepaid expenses and other


19,960



15,792



14,004



(332
)


49,424Total current assets


292,619



806,928



996,307



(716,768
)


1,379,086Property and equipment, net


160,524



3,360,340



5,053,750







8,574,614Investment in subsidiaries


2,105,436



1,516,585







(3,622,021
)


Deferred financing costs, net


1,556



58,584



47,198







107,338Restricted cash










178,824







178,824Intercompany notes receivable


73,562



55,992







(129,554
)


Deferred income taxes










1,581



(1,581
)


Leasehold interests in land, net










1,069,609







1,069,609Other assets, net


116



26,885



130,045







157,046Total assets

$
2,633,813


$
5,825,314


$
7,477,314


$
(4,469,924
)

$
11,466,517Accounts payable

$
4,881


$
49,020


$
45,122


$



$
99,023Construction payables






151,238



566,303







717,541Intercompany payables






108,707



607,729



(716,436
)


Accrued interest payable


6,350



3,289



1,826







11,465Other accrued liabilities


8,141



186,985



415,785







610,911Income taxes payable










332



(332
)


Current maturities of long-term debt


3,688



36,141



14,504







54,333Total current liabilities


23,060



535,380



1,651,601



(716,768
)


1,493,273Other long-term liabilities


15,532



7,114



6,028







28,674Deferred income taxes


770



2,364







(1,581
)


1,553Deferred amounts related to mall transactions






164,746











164,746Intercompany notes payable










129,554



(129,554
)


Long-term debt


334,177



3,010,274



4,173,546







7,517,997Total liabilities


373,539



3,719,878



5,960,729



(847,903
)


9,206,243Stockholders equity


2,260,274



2,105,436



1,516,585



(3,622,021
)


2,260,274Total liabilities and stockholders equity

$
2,633,813


$
5,825,314


$
7,477,314


$
(4,469,924
)

$
11,466,517  24




---



##### Table of Contents



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


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
147,832


$
647,609


$



$
795,441Rooms






136,241



54,448







190,689Food and beverage






48,204



35,036







83,240Convention, retail and other






43,018



38,374



(2,534
)


78,858



375,295



775,467



(2,534
)


1,148,228Less-promotional allowances


(669
)


(28,407
)


(39,650
)


(479
)


(69,205
)Net revenues


(669
)


346,888



735,817



(3,013
)


1,079,023Operating expenses:Casino






78,491



441,428



(451
)


519,468Rooms






32,797



7,484







40,281Food and beverage






22,935



18,878



(773
)


41,040Convention, retail and other






22,493



24,143



(1,669
)


44,967Provision for doubtful accounts






7,703



429







8,132General and administrative






63,354



79,719



(120
)


142,953Corporate expense


23,959



297



1,281







25,537Rental expense






2,469



6,595







9,064Pre-opening expense


745



4,470



21,375







26,590Development expense


4,918







974







5,892Depreciation and amortization


2,167



48,871



62,375







113,413Loss on disposal of assets






4,184



937







5,12131,789



288,064



665,618



(3,013
)


982,458Operating income (loss)


(32,458
)


58,824



70,199







96,565Other income (expense):Interest income


1,412



2,807



3,030



(1,784
)


5,465Interest expense, net of amounts capitalized


(4,229
)


(55,900
)


(56,355
)


1,784



(114,700
)Other income (expense)






(168
)


8,267







8,099Loss on early retirement of debt










(3,989
)






(3,989
)Income from equity investment in subsidiaries


26,503



22,733







(49,236
)


Income (loss) before income taxes


(8,772
)


28,296



21,152



(49,236
)


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


(2,462
)


(1,793
)


1,581







(2,674
)Net income (loss)

$
(11,234
)

$
26,503


$
22,733


$
(49,236
)

$
(11,234
)  25




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Three Months Ended March 31, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalRevenues:Casino

$



$
119,639


$
346,095


$



$
465,734Rooms






96,086



1,782







97,868Food and beverage






36,451



18,024



(116
)


54,359Convention, retail and other


11,175



41,567



1,754



(11,450
)


43,04611,175



293,743



367,655



(11,566
)


661,007Less-promotional allowances


(212
)


(18,749
)


(13,828
)






(32,789
)Net revenues


10,963



274,994



353,827



(11,566
)


628,218Operating expenses:Casino






52,080



226,704



(87
)


278,697Rooms






22,428



96







22,524Food and beverage






17,257



6,651



(275
)


23,633Convention, retail and other






16,702



729







17,431Provision for doubtful accounts






15,611



(95
)






15,516General and administrative






51,434



17,741



(11,204
)


57,971Corporate expense


18,365



68



86







18,519Rental expense






2,140



4,568







6,708Pre-opening expense






1,102



21,355







22,457Development expense


828







1,518







2,346Depreciation and amortization


727



19,208



11,297







31,232Loss on disposal of assets






168



10







17819,920



198,198



290,660



(11,566
)


497,212Operating income (loss)


(8,957
)


76,796



63,167







131,006Other income (expense):Interest income


2,213



6,739



5,420



(1,708
)


12,664Interest expense, net of amounts capitalized


(3,222
)


(18,681
)


(14,417
)


1,708



(34,612
)Other expense


(6
)


(27
)


(7,000
)






(7,033
)Income from equity investment in subsidiaries


89,836



47,781







(137,617
)


Income before income taxes


79,864



112,608



47,170



(137,617
)


102,025Benefit (provision) for income taxes


11,050



(22,772
)


611







(11,111
)Net income

$
90,914


$
89,836


$
47,781


$
(137,617
)

$
90,914  26




---



##### Table of Contents



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


Guarantor


Non-Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(40,795
)

$
60,617


$
52,613


$



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






304



(27,419
)






(27,115
)Capital expenditures


(7,503
)


(209,091
)


(726,947
)






(943,541
)Repayments of receivable from Guarantor Subsidiaries


80,362











(80,362
)


Intercompany receivables to Guarantor Subsidiaries


(35,000
)










35,000



Intercompany receivables to Non-Guarantor Subsidiaries






(308,820
)






308,820



Capital contributions to subsidiaries






(10,265
)






10,265



Net cash provided by (used in) investing activities


37,859



(527,872
)


(754,366
)


273,723



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


5,020















5,020Excess tax benefits from stock-based compensation


1,326















1,326Capital contributions received










10,265



(10,265
)


Borrowings from Las Vegas Sands Corp.






35,000







(35,000
)


Borrowings from Guarantor Subsidiaries










308,820



(308,820
)


Repayments on borrowings from Las Vegas Sands Corp.






(80,362
)






80,362



Proceeds from Singapore permanent facility










1,417,936







1,417,936Proceeds from new senior secured credit facility






450,000











450,000Proceeds from Macao credit facility










75,300







75,300Proceeds from ferry financing










147,262







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










14,698







14,698Repayments on Singapore bridge facility










(1,356,807
)






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






(7,500
)










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










(7,192
)






(7,192
)Repayments on airplane financings


(922
)














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






240,108











240,108Payments of deferred financing costs


(4
)


(9
)


(89,853
)






(89,866
)Net cash provided by financing activities


5,420



637,237



520,429



(273,723
)


889,363Effect of exchange rate on cash










7,070







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


2,484



169,982



(174,254
)






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


73,489



129,684



653,977







857,150Cash and cash equivalents at end of period

$
75,973


$
299,666


$
479,723


$



$
855,362  27




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Three Months Ended March 31, 2007
  Non-


Consolidating/Las Vegas


Guarantor


Guarantor


EliminatingSands Corp.


Subsidiaries


Subsidiaries


Entries


TotalNet cash provided by (used in) operating activities

$
(34,188
)

$
79,139


$
6,400


$



$
51,351Cash flows from investing activities:Change in restricted cash


(407
)


114,452



284,526







398,571Capital expenditures


(46,455
)


(185,229
)


(533,280
)






(764,964
)Intercompany receivables from Non-Guarantor Subsidiaries


(11,069
)


(21,364
)






32,433



Intercompany receivables from Guarantor Subsidiaries


(37,000
)










37,000



Repayments of receivable from Non-Guarantor Subsidiaries


104,464











(104,464
)


Net cash provided by (used in) investing activities


9,533



(92,141
)


(248,754
)


(35,031
)


(366,393
)Cash flows from financing activities:Proceeds from exercise of stock options


9,983















9,983Excess tax benefits from stock-based compensation


2,293















2,293Borrowings from Las Vegas Sands Corp.






37,000



11,069



(48,069
)


Borrowings from Guarantor Subsidiaries










21,364



(21,364
)


Repayments on borrowings from Las Vegas Sands Corp.










(104,464
)


104,464



Proceeds from Macao credit facility










85,000







85,000Proceeds from Singapore bridge facility










110,777







110,777Proceeds from airplane financings


72,000















72,000Proceeds from senior secured credit facility-revolver






62,000











62,000Proceeds from The Shoppes at The Palazzo construction loan










35,000







35,000Proceeds on FF&E financings and other long-term debt










6,082







6,082Repayment on senior secured credit facility-revolver






(99,000
)










(99,000
)Repayments on Sands Expo Center mortgage loan






(535
)










(535
)Repayments on FF&E financings and other long-term debt






(600
)


(5
)






(605
)Payments of deferred financing costs


(375
)






(909
)






(1,284
)Net cash provided by (used in) financing activities


83,901



(1,135
)


163,914



35,031



281,711Effect of foreign exchange rate on cash










4,790







4,790Increase (decrease) in cash and cash equivalents


59,246



(14,137
)


(73,650
)






(28,541
)Cash and cash equivalents at beginning of period


69,100



94,146



304,820







468,066Cash and cash equivalents at end of period

$
128,346


$
80,009


$
231,170


$



$
439,525  28




---



##### Table of Contents



LAS VEGAS
    SANDS CORP. AND SUBSIDIARIES
  ITEM 2 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-Q.
  Operations
    Las
    Vegas
  TM
      Macao
  20-year
 29




---



##### Table of Contents



tm
  United
    States Development Projects
  Las
    Vegas Condominiums
    Sands
    Bethworks
  124-acre
  Macao
    Development Projects
    
    Parcel 2 is intended to be the Four Seasons Macao, which will be
    adjacent to The Venetian Macao and is expected to be a boutique
    hotel under the Four Seasons brand with approximately 400 luxury
    hotel rooms (including 19 Paiza mansions), distinctive dining
    experiences, a full service spa and other amenities,
    approximately 70,000 square feet of gaming space,
    approximately 220,000 square feet of upscale retail
    offerings and approximately 1.0 million square feet of Four
    Seasons-serviced and -branded luxury apartment hotel units. We
    will own the entire development. 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 30




---



##### Table of Contents



the hotel and the serviced luxury apartment hotel under its Four
    Seasons brand. The Four Seasons Macao is expected to open in
    summer 2008, with the Paiza mansions coming on line in spring
    2009 and the serviced luxury apartment hotel being completed in
    summer 2009.  
    Parcel 5 is intended to include a three-hotel complex with
    approximately 2,300 luxury and mid-scale hotel rooms, a casino,
    a retail shopping mall and approximately 320 serviced luxury
    apartment hotel units. We will own the entire development and
    have entered into management agreements with
    Shangri-La Hotels and Resorts to manage two hotels under
    its Shangri-La and Traders brands and Starwood
    Hotels & Resorts Worldwide to manage a hotel and
    serviced luxury apartment hotel under its St. Regis brand.
    Parcel 6 is intended to include a two-hotel complex with
    approximately 4,100 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 include multi-hotel complexes
    with a total of approximately 6,150 luxury and mid-scale hotel
    rooms, a casino, retail shopping malls and approximately 450
    serviced luxury apartment hotel units that are physically
    connected to the hotel complexes. We will own the entire
    development and have entered into non-binding agreements with
    Hilton Hotels to manage Hilton and Conrad brand hotels and
    serviced luxury apartment hotels on parcel 7 and Fairmont
    Raffles Holdings to manage Fairmont and Raffles brand hotels and
    serviced luxury apartment hotels on parcel 8. We are currently
    negotiating definitive agreements with Hilton Hotels and
    Fairmont Raffles Holdings.
    For parcel 3, we have signed a non-binding memorandum of
    agreement with an independent developer. We are currently
    negotiating the definitive agreement pursuant to which we will
    partner with the developer to build a multi-hotel complex, which
    may include a Cosmopolitan hotel. In addition, we have signed a
    non-binding letter of intent with Intercontinental Hotels Group
    to manage hotels under the Intercontinental and Holiday Inn
    International brands, and approximately 205 serviced luxury
    apartment hotel units under the Intercontinental brand, on this
    site. We are currently negotiating definitive agreements with
    Intercontinental Hotels Group. In total, the multi-hotel complex
    is intended to include approximately 3,940 hotel rooms, a
    casino, a retail shopping mall and serviced luxury apartment
    hotels.         31




---



##### Table of Contents



Hengqin
    Island Development Project
    Singapore
    Development Project
    Other
    Development Projects
    Critical
    Accounting Policies and Estimates
  Form 10-K
   32




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Summary
    Financial Results
    Three Months Ended March 31,Percent2008


2007


Change(In thousands, except for percentages)Net revenues

$
1,079,023


$
628,218



71.8
%Operating expenses


982,458



497,212



97.6
%Operating income


96,565



131,006



(26.3
)%Income (loss) before income taxes


(8,560
)


102,025



(108.4
)%Net income (loss)


(11,234
)


90,914



(112.4
)%   Percent of Net RevenuesThree Months Ended March 31,2008


2007Operating expenses


91.1
%


79.1
%Operating income


8.9
%


20.9
%Income (loss) before income taxes


(0.8
)%


16.2
%Net income (loss)


(1.0
)%


14.5
%   Operating
    Results
  Key
    operating revenue measurements
      Casino revenue measurements for Las
    Vegas:
  Casino revenue measurements for Macao:
 33




---



##### Table of Contents



Hotel revenue measurements:
  Three
    Months Ended March 31, 2008 compared to the Three Months
    Ended March 31, 2007
  Operating
    Revenues
    Three Months Ended March 31,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
795,441


$
465,734



70.8
%Rooms


190,689



97,868



94.8
%Food and beverage


83,240



54,359



53.1
%Convention, retail and other


78,858



43,046



83.2
%1,148,228



661,007



73.7
%Less  promotional allowances


(69,205
)


(32,789
)


111.1
%Total net revenues

$
1,079,023


$
628,218



71.8
%    34




---



##### Table of Contents



Three Months Ended March 31,2008


2007


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

$
264,360


$
346,095



(23.6
)%Non-Rolling Chip table games drop

$
723,555


$
1,037,012



(30.2
)%Non-Rolling Chip table games win percentage


20.1
%


18.6
%


1.5
ptsRolling Chip volume

$
5,608,398


$
6,856,990



(18.2
)%Rolling Chip win percentage


2.54
%


2.78
%


(0.24
)ptsSlot handle

$
253,498


$
297,095



(14.7
)%Slot hold percentage


8.4
%


7.3
%


1.1
ptsThe Venetian MacaoTotal casino revenues

$
383,250


$





%Non-Rolling Chip table games drop

$
880,070


$





%Non-Rolling Chip table games win percentage


19.5
%



%



ptsRolling Chip volume

$
8,707,010


$





%Rolling Chip win percentage


2.96
%



%



ptsSlot handle

$
372,918


$





%Slot hold percentage


8.5
%



%



ptsLas Vegas Operating PropertiesTotal casino revenues

$
147,831


$
119,639



23.6
%Table games drop

$
456,579


$
353,128



29.3
%Table games win percentage


25.3
%


29.1
%


(3.8
)ptsSlot handle

$
816,219


$
588,444



38.7
%Slot hold percentage


6.0
%


6.0
%



pts       Three Months Ended March 31,2008


2007


ChangeLas Vegas Operating PropertiesTotal room revenues

$
136,241


$
96,086



41.8
%Average daily room rate

$
264


$
276



(4.3
)%Occupancy rate


86.4
%


98.8
%


(12.4
)ptsRevenue per available room

$
228


$
273



(16.5
)%The Venetian MacaoTotal room revenues

$
47,690


$





%Average daily room rate

$
232


$





%Occupancy rate


78.6
%



%



ptsRevenue per available room

$
183


$





%  35




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##### Table of Contents



Operating
    Expenses
    Three Months Ended March 31,Percent2008


2007


Change(In thousands, except for percentages)Casino

$
519,468


$
278,697



86.4
%Rooms


40,281



22,524



78.8
%Food and beverage


41,040



23,633



73.7
%Convention, retail and other


44,967



17,431



158.0
%Provision for doubtful accounts


8,132



15,516



(47.6
)%General and administrative


142,953



57,971



146.6
%Corporate expense


25,537



18,519



37.9
%Rental expense


9,064



6,708



35.1
%Pre-opening expense


26,590



22,457



18.4
%Development expense


5,892



2,346



151.2
%Depreciation and amortization


113,413



31,232



263.1
%Loss on disposal of assets


5,121



178



2,777.0
%Total operating expenses

$
982,458


$
497,212



97.6
%            36




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##### Table of Contents



Adjusted
    EBITDAR
    Three Months Ended March 31,Percent2008


2007


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

$
122,561


$
112,102



9.3
%Macao:Sands Macao


65,618



102,296



(35.9
)%The Venetian Macao


110,335








%Other Asia


(10,262
)







%Total adjusted EBITDAR

$
288,252


$
214,398



34.4
%    37




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##### Table of Contents



Interest
    Expense
    Three Months Ended March 31,2008


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

$
145,283


$
81,432Less  capitalized interest


(30,583
)


(46,820
)Interest expense, net

$
114,700


$
34,612Cash paid for interest

$
131,907


$
80,416Average total debt balance

$
8,080,723


$
4,179,138Weighted average interest rate


7.2
%


7.8
%     Other
    Factors Effecting Earnings
       38




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Three Months Ended March 31,2008


2007(In thousands)Net cash provided by operations

$
72,435


$
51,351Investing cash flows:Capital expenditures


(943,541
)


(764,964
)Change in restricted cash


(27,115
)


398,571Net cash used in investing activities


(970,656
)


(366,393
)Financing cash flows:Proceeds from long term-debt


2,105,196



370,859Repayments of long-term debt


(1,372,421
)


(100,140
)Other


156,588



10,992Net cash provided by financing activities


889,363



281,711Effect of exchange rate on cash


7,070



4,790Net decrease in cash and cash equivalents

$
(1,788
)

$
(28,541
)   Cash
    Flows  Operating Activities
    Cash
    Flows  Investing Activities
     39




---



##### Table of Contents



Cash
    Flows  Financing Activities
    Capital
    and Liquidity
           40




---



##### Table of Contents



Aggregate
    Indebtedness and Other Known Contractual Obligations
  Form 10-K
  Payments Due by Period Ending March 31, 2008(8)Less than1 Year


1-3 Years


3-5 Years


Thereafter


Total(In thousands)Singapore bridge facility(1)

$



$



$
(691,229
)

$
(632,530
)

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






90,494



723,956



633,461



1,447,911New senior secured credit facility-revolver(3)










450,000







450,000Macao credit facility(4)










75,300







75,300Ferry financing(5)






30,319



34,650



82,293



147,262Variable interest payments(6)


15,686



30,456



4,158



(5,583
)


44,717Ferries purchase commitment(7)


61,323



1,803











63,126Total

$
77,009


$
153,072


$
596,835


$
77,641


$
904,557     (1)
    
    Amount represents the payment of $1.32 billion during 2008.(2)
    
    Amount represents the fully drawn Singapore Permanent Facility
    A. The Singapore Permanent Facility A matures on March 31,
    2015, with MBS required to repay or prepay the Singapore
    Permanent A Facility under 41




---



##### Table of Contents



certain circumstances. Commencing March 31, 2011, and at
    the end of each quarter thereafter, MBS is required to repay the
    outstanding Singapore Permanent Facility A on a pro rata basis
    with any amounts outstanding under the Singapore Permanent
    Facility B at such time in an aggregate amount equal to SGD
    125.0 million (approximately $90.5 million at exchange
    rates in effect on March 31, 2008) per quarter. In
    addition, commencing at the end of the third full quarter of
    operations of the Marina Bay Sands, MBS is required to further
    prepay the outstanding Singapore Permanent Facility A on a pro
    rata basis with any amounts outstanding under the Singapore
    Permanent Facility B at such time with a percentage of excess
    free cash flow (as defined by the Singapore Permanent Facility
    Agreement).(3)
    
    Amount represents the additional $450.0 million borrowed
    during 2008 under the Revolving Facility of the New Senior
    Secured Credit Facility. The Revolving Facility matures on
    May 23, 2012, and has no interim amortization.(4)
    
    Amount represents the additional $75.3 million borrowed
    during 2008 under the Term B Delayed Draw Facility. The Macao
    Term B Delayed Draw Facility matures on May 25, 2012, and
    is subject to nominal amortization for the first five years with
    the remainder of the loan payable in four equal installments in
    the last year immediately preceding its maturity date.(5)
    
    Amount represents the ferry financing borrowed during 2008,
    which matures in January 2018.(6)
    
    Amount represents the incremental increase (decrease) in
    estimated variable interest payments based on the changes in
    long-term debt obligations noted above. Based on March 31,
    2008, London Interbank Offer Rate (LIBOR), Hong Kong
    Interbank Offer Rate (HIBOR) and Singapore SWAP
    Offer Rate of 2.7%, 2.0% and 1.4%, respectively, plus the
    applicable interest rate margin in accordance with the
    respective debt agreements.(7)
    
    In January 2008, we entered into agreements to purchase an
    additional four ferries at an aggregate cost of approximately
    $72.0 million to be built for our Macao operations.(8)
    
    As of March 31, 2008, we had an $18.3 million
    liability related to unrecognized tax benefits and related
    interest expense. We are unable to reasonably estimate the
    timing of the Financial Accounting Standards Board
    Interpretation No. 48, Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109, liability and interest payments in
    individual years beyond 12 months due to uncertainties in
    the timing of the effective settlement of tax positions.  Restrictions
    on Distributions
    Inflation
    Special
    Note Regarding Forward-Looking Statements
   42




---



##### 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, Macao and Singapore;
    disruptions or reductions in travel due to conflicts in Iraq and
    any future terrorist incidents;
    outbreaks of infectious diseases, such as severe acute
    respiratory syndrome or avian flu, in our market areas;
    our dependence upon properties in Las Vegas and Macao for all of
    our cash flow;
    new developments, construction and ventures, including The
    Venetian Macao and other Cotai Strip developments, Marina Bay
    Sands, Sands Bethworks and the Las Vegas condominiums;
    our ability to obtain sufficient funding for our current and
    future developments, including our Cotai Strip developments;
    the passage of new legislation and receipt of governmental
    approvals for our proposed developments in Macao, Singapore and
    other jurisdictions where we are planning to operate;
    our substantial leverage 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,
    including recent and upcoming increases in hotel rooms, meeting
    and convention space and retail space;
    fluctuations in the demand for all-suites rooms, occupancy rates
    and average daily room rates in Las Vegas;
    the popularity of Las Vegas and Macao as convention and trade
    show destinations;
    new taxes or changes to existing tax rates;
    our ability to meet certain development deadlines in Macao and
    Singapore;
    our ability to maintain our gaming subconcession in Macao;
    the completion of infrastructure projects in Macao and Singapore;
    increased competition and other planned construction projects in
    Macao and Singapore; and
    any future litigation.    ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   43




---



##### Table of Contents



Fair2009


2010


2011


2012


2013


Thereafter


Total


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

$



$



$



$



$



$
250.0


$
250.0


$
220.6Average interest rate(2)






















6.4
%


6.4
%


8.7
%Variable rate

$
78.3


$
110.7


$
231.9


$
1,315.7


$
2,337.1


$
4,046.5


$
8,120.2


$
8,120.2Average interest rate(2)


3.7
%


4.0
%


3.8
%


4.5
%


3.7
%


4.0
%


4.0
%


4.0
%ASSETSCap Agreements(3)

$



$



$



$



$



$



$



$
     (1)
    
    The fair values are based on the borrowing rates currently
    available for debt instruments with similar terms and maturities
    and market quotes of our publicly traded debt.(2)
    
    Based upon contractual interest rates for fixed rate
    indebtedness or current LIBOR, HIBOR and Singapore SWAP Offer
    Rate for variable-rate indebtedness. Based on variable-rate debt
    levels as of March 31, 2008, an assumed 100 basis
    point change in LIBOR, HIBOR and Singapore SWAP Offer Rate would
    cause our annual interest cost to change approximately
    $81.5 million.(3)
    
    As of March 31, 2008, we have five interest rate cap
    agreements with an aggregate fair value of approximately $4,000,
    which mature during the year ending March 31, 2010, based
    on quoted market values from the institutions holding the
    agreements.   44




---



##### 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 1B 
    UNRESOLVED
    STAFF COMMENTS  Form 10-K
 45




---



##### Table of Contents



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

Description of Document10
.1

Fourth Amended and Restated Reciprocal Easement, Use and
    Operating Agreement, dated as of February 29, 2008, among
    Interface Group  Nevada, Inc., Grand Canal Shops II,
    LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort,
    LLC, and Palazzo Condo Tower LLC.10
.2

Second Amendment, dated as of January 31, 2008, to
    Agreement, dated as of April 12, 2004 and amended as of
    September 30, 2004, by and among Venetian Casino Resort,
    LLC, as
    successor-by-merger
    to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, ,
    as
    successor-in-interest
    to Lido Casino Resort, LLC, and GGP Limited Partnership.10
.3

Amendment, published on April 22, 2008, to Land Concession
    Agreement by Lease, dated as of December 10, 2003, relating
    to the Sands Macao between the Macau Special Administrative
    Region and Venetian Macau Limited.31
.1

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

Certification of the 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.  46




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.SIGNATURES
  Form 10-Q
    By:
    /s/  Sheldon
    G. Adelson        By:
    /s/  Robert
    P. Rozek       47




---



##### Table of Contents



LAS VEGAS
    SANDS CORP.
  EXHIBIT INDEX
  Exhibit No.

Description of Document10
.1

Fourth Amended and Restated Reciprocal Easement, Use and
    Operating Agreement, dated as of February 29, 2008, among
    Interface Group  Nevada, Inc., Grand Canal Shops II,
    LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort,
    LLC, and Palazzo Condo Tower LLC.10
.2

Second Amendment, dated as of January 31, 2008, to
    Agreement, dated as of April 12, 2004 and amended as of
    September 30, 2004, by and among Venetian Casino Resort,
    LLC, as
    successor-by-merger
    to Lido Casino Resort, LLC, Phase II Mall Holding, LLC, as
    successor-in-interest
    to Lido Casino Resort, LLC, and GGP Limited Partnership.10
.3

Amendment, published on April 22, 2008, to Land Concession
    Agreement by Lease, dated as of December 10, 2003, relating
    to the Sands Macao between the Macau Special Administrative
    Region and Venetian Macau Limited.31
.1

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

Certification of the 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.