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 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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. Employer
incorporation or organization)		Identification No.)
3355 Las Vegas Boulevard South		89109
Las Vegas, Nevada		(Zip Code)
(Address of principal executive offices)

(702) 414-1000
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of November 2, 2009.

Class		Outstanding as of November 2, 2009
Common Stock ($0.001 par value)		660,309,999 shares

 

 

LAS VEGAS SANDS CORP.

Table of Contents

PART I FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008			3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2009 and 2008			4
		Condensed Consolidated Statements of Equity and Comprehensive Loss for the Nine Months Ended September 30, 2009 and the Year Ended December 31, 2008			5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008			6
		Notes to Condensed Consolidated Financial Statements			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			51
Item 4.		Controls and Procedures			52
PART II OTHER INFORMATION
Item 1.		Legal Proceedings			52
Item 1A.		Risk Factors			52
Item 5.		Other Matters			53
Item 6.		Exhibits			54
Signatures					55
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Condensed Consolidated Balance Sheets

		September 30,				December 31,
		2009				2008
		(In thousands, except share data)
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	3,091,845			$	3,038,163
Restricted cash			229,091				194,816
Accounts receivable, net			375,201				384,819
Inventories			26,153				28,837
Deferred income taxes, net			23,005				22,971
Prepaid expenses and other			32,962				71,670
Total current assets			3,778,257				3,741,276
Property and equipment, net			12,956,106				11,868,228
Deferred financing costs, net			175,865				158,776
Deferred income taxes, net			24,443				44,189
Leasehold interests in land, net			1,107,830				1,099,938
Other assets, net			230,557				231,706
Total assets		$	18,273,058			$	17,144,113
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	78,672			$	71,035
Construction payables			784,421				736,713
Accrued interest payable			11,831				14,750
Other accrued liabilities			690,751				593,295
Current maturities of long-term debt			159,921				114,623
Total current liabilities			1,725,596				1,530,416
Other long-term liabilities			76,878				61,677
Deferred proceeds from sale of The Shoppes at The Palazzo			243,928				243,928
Deferred gain on sale of The Grand Canal Shoppes			55,138				57,736
Deferred rent from mall transactions			149,498				150,771
Long-term debt			11,604,476				10,356,115
Total liabilities			13,855,514				12,400,643
Preferred stock, $0.001 par value, issued to Principal Stockholder’s family, 5,250,000 shares issued and outstanding, after allocation of fair value of attached warrants, aggregate redemption/liquidation value of $577,500 (Note 4)			387,697				318,289
Commitments and contingencies (Note 8)
Equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 4,089,999 and 5,196,300 shares issued and outstanding with warrants to purchase up to 68,166,786 and 86,605,173 shares of common stock			234,607				298,066
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 660,309,999 and 641,839,018 shares issued and outstanding			660				642
Treasury stock, at cost, 2,253 shares			(13	)			—
Capital in excess of par value			3,185,414				3,090,292
Accumulated other comprehensive income			25,992				17,554
Retained earnings			587,747				1,015,554
Total Las Vegas Sands Corp. stockholders’ equity			4,034,407				4,422,108
Noncontrolling interest			(4,560	)			3,073
Total equity			4,029,847				4,425,181
Total liabilities and equity		$	18,273,058			$	17,144,113

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Operations

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(In thousands, except share and per share data)
		(Unaudited)
Revenues:
Casino		$	908,255			$	805,258			$	2,504,233			$	2,404,973
Rooms			155,673				188,794				492,030				575,172
Food and beverage			74,457				91,025				248,852				272,315
Convention, retail and other			95,604				123,233				304,976				290,791
			1,233,989				1,208,310				3,550,091				3,543,251
Less-promotional allowances			(92,845	)			(102,876	)			(271,185	)			(246,680	)
Net revenues			1,141,144				1,105,434				3,278,906				3,296,571
Operating expenses:
Casino			598,934				580,755				1,680,307				1,639,849
Rooms			28,096				36,436				93,387				116,663
Food and beverage			37,384				46,035				124,845				136,578
Convention, retail and other			56,349				69,013				178,826				164,622
Provision for doubtful accounts			29,272				8,859				70,989				22,960
General and administrative			127,189				130,192				372,292				421,051
Corporate expense			17,519				23,390				105,250				82,529
Rental expense			6,691				8,437				22,497				25,573
Pre-opening expense			28,855				40,777				115,619				105,470
Development expense			80				1,153				344				11,504
Depreciation and amortization			148,677				132,239				431,559				364,753
Impairment loss			—				—				151,175				—
(Gain) loss on disposal of assets			(284	)			(47	)			4,500				6,977
			1,078,762				1,077,239				3,351,590				3,098,529
Operating income (loss)			62,382				28,195				(72,684	)			198,042
Other income (expense):
Interest income			1,599				3,215				9,840				11,813
Interest expense, net of amounts capitalized			(88,514	)			(90,535	)			(224,503	)			(293,709	)
Other income (expense)			(1,564	)			7,209				(6,534	)			11,624
Loss on modification or early retirement of debt			(204	)			—				(204	)			(4,022	)
Loss before income taxes			(26,301	)			(51,916	)			(294,085	)			(76,252	)
Income tax benefit (expense)			(54,316	)			19,425				(641	)			19,533
Net loss			(80,617	)			(32,491	)			(294,726	)			(56,719	)
Noncontrolling interest			4,111				283				7,674				4,481
Net loss attributable to Las Vegas Sands Corp.			(76,506	)			(32,208	)			(287,052	)			(52,238	)
Preferred stock dividends			(23,350	)			—				(69,676	)			—
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			(23,136	)			—				(69,408	)			—
Net loss attributable to common stockholders		$	(122,992	)		$	(32,208	)		$	(426,136	)		$	(52,238	)
Basic and diluted loss per share		$	(0.19	)		$	(0.09	)		$	(0.65	)		$	(0.15	)
Basic and diluted weighted average shares outstanding			660,245,590				355,393,259				655,687,503				355,344,306

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Equity and Comprehensive Loss

		Las Vegas Sands Corp. Stockholders’ Equity
																		Accumulated
																		Other
														Capital in				Comprehensive
		Preferred				Common				Treasury				Excess of				Income				Retained				Noncontrolling
		Stock				Stock				Stock				Par Value				(Loss)				Earnings				Interest				Total
		(In thousands)
		(Unaudited)
Balance at January 1, 2008		$	—			$	355			$	—			$	1,064,878			$	(2,493	)		$	1,197,534			$	4,926			$	2,265,200
Net loss			—				—				—				—				—				(163,558	)			(4,767	)			(168,325	)
Currency translation adjustment			—				—				—				—				20,047				—				—				20,047
Total comprehensive loss																															(148,278	)
Exercise of stock options			—				1				—				6,833				—				—				—				6,834
Tax benefit from stock-based compensation			—				—				—				1,117				—				—				—				1,117
Stock-based compensation			—				—				—				59,643				—				—				—				59,643
Issuance of preferred and common stock and warrants, net of transaction costs			298,066				200				—				1,482,907				—				—				—				1,781,173
Extinguishment of convertible senior notes			—				86				—				474,914				—				—				—				475,000
Contribution from noncontrolling interest			—				—				—				—				—				—				2,914				2,914
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(6,854	)			—				(6,854	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(11,568	)			—				(11,568	)
Balance at December 31, 2008			298,066				642				—				3,090,292				17,554				1,015,554				3,073				4,425,181
Net loss			—				—				—				—				—				(287,052	)			(7,674	)			(294,726	)
Currency translation adjustment			—				—				—				—				8,438				—				—				8,438
Total comprehensive loss																															(286,288	)
Tax shortfall from stock-based compensation			—				—				—				(4,275	)			—				—				—				(4,275	)
Stock-based compensation			—				—				—				35,475				—				—				—				35,475
Purchase of treasury stock			—				—				(13	)			—				—				—				—				(13	)
Warrants exercised and settled with preferred stock			(63,459	)			18				—				63,441				—				—				—				—
Contribution from noncontrolling interest			—				—				—				—				—				—				41				41
Deemed contribution from Principal Stockholder			—				—				—				481				—				—				—				481
Dividends declared, net of amounts previously accrued			—				—				—				—				—				(64,493	)			—				(64,493	)
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(6,854	)			—				(6,854	)
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family			—				—				—				—				—				(69,408	)			—				(69,408	)
Balance at September 30, 2009		$	234,607			$	660			$	(13	)		$	3,185,414			$	25,992			$	587,747			$	(4,560	)		$	4,029,847

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

		Nine Months Ended
		September 30,
		2009				2008
		(In thousands)
		(Unaudited)
Cash flows from operating activities:
Net loss		$	(294,726	)		$	(56,719	)
Adjustments to reconcile net loss to net cash generated from operating activities:
Depreciation and amortization			431,559				364,753
Amortization of leasehold interests in land included in rental expense			19,621				19,982
Amortization of deferred financing costs and original issue discount			21,794				24,236
Amortization of deferred gain and rent			(3,871	)			(3,792	)
Deferred rent from mall transactions			—				48,843
Loss on modification or early retirement of debt			204				4,022
Impairment and loss on disposal of assets			155,675				6,977
Stock-based compensation expense			32,914				39,219
Provision for doubtful accounts			70,989				22,960
Foreign exchange gain			(238	)			(20,432	)
Excess tax benefits from stock-based compensation			—				(1,626	)
Deferred income taxes			15,438				(47,629	)
Non-cash contribution from Principal Stockholder included in corporate expense			481				—
Changes in operating assets and liabilities:
Accounts receivable			(60,810	)			(168,161	)
Inventories			2,685				(7,339	)
Prepaid expenses and other			40,201				(63,783	)
Leasehold interests in land			(16,094	)			(19,060	)
Accounts payable			7,483				(2,883	)
Accrued interest payable			(2,881	)			1,802
Other accrued liabilities			111,995				75,773
Net cash generated from operating activities			532,419				217,143
Cash flows from investing activities:
Capital expenditures			(1,539,078	)			(2,908,396	)
Change in restricted cash			(35,394	)			174,297
Proceeds from disposal of property and equipment			3,894				—
Net cash used in investing activities			(1,570,578	)			(2,734,099	)
Cash flows from financing activities:
Proceeds from exercise of stock options			—				6,833
Excess tax benefits from stock-based compensation			—				1,626
Proceeds from convertible senior notes from related party			—				475,000
Dividends paid to preferred stockholders			(71,347	)			—
Purchase of treasury stock			(13	)			—
Proceeds from long-term debt (Note 3)			1,434,874				4,002,320
Repayments on long-term debt (Note 3)			(227,325	)			(1,713,098	)
Proceeds from the sale of The Shoppes at The Palazzo			—				243,928
Contribution from noncontrolling interest			41				—
Payments of deferred financing costs			(44,759	)			(92,547	)
Net cash generated from financing activities			1,091,471				2,924,062
Effect of exchange rate on cash			370				11,719
Increase in cash and cash equivalents			53,682				418,825
Cash and cash equivalents at beginning of period			3,038,163				857,150
Cash and cash equivalents at end of period		$	3,091,845			$	1,275,975
Supplemental disclosure of cash flow information:
Cash payments for interest, net of amounts capitalized		$	205,167			$	267,633
Cash payments for taxes, net of refunds		$	(69,604	)		$	290
Changes in construction payables		$	47,708			$	116,301
Non-cash investing and financing activities:
Capitalized stock-based compensation costs		$	2,561			$	4,194
Property and equipment acquired under capital lease		$	25,567			$	—
Accumulated but undeclared dividend requirement on preferred stock issued to Principal Stockholder’s family		$	6,854			$	—
Accretion to redemption value of preferred stock issued to Principal Stockholder’s family		$	69,408			$	—
Warrants exercised and settled through tendering of preferred stock		$	63,459			$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

     The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp., a Nevada corporation (“LVSC”), and its subsidiaries (collectively the “Company”) for the year ended December 31, 2008. The Company’s common stock is traded on the New York Stock Exchange under the symbol “LVS.”

     The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The Company evaluated events and transactions, including the estimates used to prepare the condensed consolidated financial statements, through November 6, 2009, the date the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, was issued. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

     The Company owns and operates The Venetian Resort Hotel Casino (“The Venetian Las Vegas”), a Renaissance Venice-themed resort; The Palazzo Resort Hotel Casino (“The Palazzo”), a resort featuring modern European ambience and design reminiscent of affluent Italian living; and an expo and convention center of approximately 1.2 million square feet (the “Sands Expo Center”). These Las Vegas properties, situated on or near the Las Vegas Strip, form an integrated resort with approximately 7,100 suites; approximately 225,000 square feet of gaming space; a meeting and conference facility of approximately 1.1 million square feet; an enclosed retail, dining and entertainment complex located within The Venetian Las Vegas of approximately 440,000 net leasable square feet (“The Grand Canal Shoppes”), which was sold to GGP Limited Partnership (“GGP”) in 2004; and an enclosed retail and dining complex located within The Palazzo of approximately 400,000 net leasable square feet (“The Shoppes at The Palazzo”), which was sold to GGP in February 2008. See “— Note 2 — Property and Equipment, Net” regarding the sale of The Shoppes at The Palazzo.

     The Company is in the process of developing Sands Casino Resort Bethlehem (the “Sands Bethlehem”), a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem is also expected to be home to the National Museum of Industrial History, an arts and cultural center, and the broadcast home of the local PBS affiliate. The Company owns 86% of the economic interest of the gaming, hotel and entertainment portion of the property through its ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest of the retail portion of the property through its ownership interest in Sands Bethworks Retail, LLC.

     On May 22, 2009, the Company opened the casino component of Sands Bethlehem, featuring 3,000 slot machines and several food and beverage offerings, as well as the parking garage and surface parking. Construction activities on the remaining components, which include a 300-room hotel, an approximate 200,000-square-foot retail facility, a 50,000-square-foot multipurpose event center and a variety of additional dining options, have been suspended temporarily and are intended to recommence when capital markets and general economic conditions improve. As of September 30, 2009, the Company has capitalized construction costs of $622.1 million for this project (including $60.2 million in outstanding construction payables). The Company expects to spend approximately $80 million on additional costs to prepare the remaining portion of the site for delay, furniture, fixtures and equipment (“FF&E”) and other costs, and to pay outstanding construction payables, as noted above. The impact of the suspension on the estimated overall cost of the project’s remaining components is currently not determinable with certainty.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

Macau

     The Company owns and operates the Sands Macao, the first Las Vegas-style casino in the Macau Special Administrative Region of the People’s Republic of China (“Macau”), pursuant to a 20-year gaming subconcession. The Sands Macao offers approximately 229,000 square feet of gaming space and a 289-suite hotel tower, as well as several restaurants, VIP facilities, a theater and other high-end services and amenities.

     The Company also owns and operates The Venetian Macao Resort Hotel (“The Venetian Macao”), which anchors the Cotai Strip^tm, the Company’s master-planned development of integrated resort properties in Macau. With a theme similar to that of The Venetian Las Vegas, The Venetian Macao includes a 39-floor luxury hotel with over 2,900 suites; approximately 550,000 square feet of gaming space; a 15,000-seat arena; retail and dining space of approximately 1.0 million square feet; and a convention center and meeting room complex of approximately 1.2 million square feet.

     In August 2008, the Company opened the Four Seasons Hotel Macao, Cotai Strip^tm (the “Four Seasons Macao”), which is located adjacent and connected to The Venetian Macao. Four Seasons Macao is an integrated resort that features 360 rooms and suites managed and operated by Four Seasons Hotels Inc.; 19 Paiza mansions; approximately 70,000 square feet of gaming space; retail space of approximately 211,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities operated by the Company. The property will also feature the Four Seasons Apartments Macao, Cotai Strip^tm (the “Four Seasons Apartments”), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas, which the Company expects to complete the structural work of the tower in the fourth quarter of 2009 and subsequently monetize through various potential methods. As of September 30, 2009, the Company has capitalized construction costs of $1.03 billion for the entire project (including $74.0 million in outstanding construction payables). The Company expects to spend approximately $200 million on additional costs to complete the Four Seasons Apartments, including FF&E, pre-opening costs and additional land premiums, and to pay outstanding construction payables, as noted above.

Development Projects

     Given the challenging conditions in the capital markets and the global economy and their impact on the Company’s ongoing operations, the Company revised its development plan to suspend portions of its development projects and focus its development efforts on those projects with the highest rates of expected return on invested capital. Should general economic conditions fail to improve, if the Company is unable to obtain sufficient funding such that completion of its suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of the Company’s investment to date on its suspended projects could be lost and would result in an impairment charge. In addition, the Company may be subject to penalties under the termination clauses in its construction contracts or under its management contracts with certain hotel management companies.

United States Development Project

St. Regis Residences

     The Company had been constructing a St. Regis-branded high-rise residential condominium tower, the St. Regis Residences at The Venetian Palazzo (the “St. Regis Residences”), located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas. As part of the Company’s revised development plan, it has suspended construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. The Company intends to recommence construction when these conditions improve and expects that it will take approximately 18 months thereafter to complete construction of the project. As of September 30, 2009, the Company has capitalized construction costs of $182.3 million for this project (including $7.5 million in outstanding construction payables). The Company expects to spend approximately $10 million on additional costs to prepare the site for delay and to pay outstanding construction payables, as noted above. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.

Macau Development Projects

     The Company submitted plans to the Macau government for its other Cotai Strip developments, which represent three integrated resort developments, in addition to The Venetian Macao and Four Seasons Macao, on an area of approximately 200 acres (which are referred to as parcels 3, 5, 6, 7 and 8). Subject to the approval from the Macau government, the developments are expected to include hotels, exhibition and conference facilities, gaming areas, showrooms, shopping malls, spas, restaurants, entertainment facilities and other amenities. The Company had commenced construction or pre-construction on these developments and plans to own and operate the related gaming areas under the Company’s Macau gaming subconcession.

     As part of its revised development plan, the Company is sequencing the construction of its integrated resort development on parcels 5 and 6 due to difficulties in the capital markets and the overall decline in general economic conditions. Upon completion of phases I and II of the project, the integrated resort is expected to feature approximately 6,000 hotel rooms, approximately 300,000 square feet of gaming space, approximately 1.2 million square feet of retail, entertainment and dining facilities, exhibition and conference facilities and a multipurpose theater. Phase I of the project is expected to include two hotel towers with approximately 3,700 hotel rooms to be managed by Shangri-La International Hotel Management Limited (“Shangri-La”) under its Shangri-La and Traders brands and Sheraton International Inc. and Sheraton Overseas Management Co. (collectively “Starwood”) under its Sheraton brand, as well as completion of the structural work of an adjacent hotel tower with approximately 2,300 rooms to be managed by Starwood under its Sheraton brand. Phase I will also include the gaming space and a partial opening of the retail and exhibition and conference facilities. The total cost to complete phase I is expected to be approximately $2.0 billion. Phase II of the project includes completion of the Sheraton hotel tower as well as the remaining retail facilities. The total cost to complete phase II is expected to be approximately $190 million. Phase III of the project is expected to include a fourth hotel and mixed-use tower to be managed by Starwood under its St. Regis brand. The total cost to complete phase III is expected to be approximately $450 million. The Company plans to recommence construction of phases I and II with supplemental financing that the Company is currently in discussions to obtain, together with a portion of the proceeds from the potential sale of a minority interest in certain of the Company’s Macau operations. The Company expects that if and when financing is obtained, it will take approximately 18 months to complete construction of phase I, another six months thereafter to complete the adjacent Sheraton tower in phase II and an additional 24 months thereafter to complete the remaining retail facilities in phase II. The Company intends to commence construction of phase III of the project as demand and market conditions warrant it. As of September 30, 2009, the Company has capitalized construction costs of $1.73 billion for the entire project (including $153.3 million in outstanding construction payables). The Company’s management agreement with Starwood imposes certain construction deadlines and opening obligations on the Company, and certain past and/or anticipated delays, as described above, may represent a default under the agreement, allow Starwood to terminate its agreement and/or may subject the Company to penalties.

     The Company had commenced pre-construction on parcels 7, 8 and 3 and has capitalized construction costs of $116.1 million for parcels 7 and 8 and $35.7 million for parcel 3 as of September 30, 2009. The Company intends to commence construction after the integrated resort on parcels 5 and 6 is complete, necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained.

     The impact of the delayed construction on the Company’s previously estimated cost to complete its Cotai Strip developments is currently not determinable with certainty. As of September 30, 2009, the Company has capitalized an aggregate of $5.80 billion in costs for its Cotai Strip developments, including The Venetian Macao and Four Seasons Macao, as well as the Company’s investments in transportation infrastructure, including its passenger ferry service operations. The Company will need to arrange additional financing to fund the balance of its Cotai Strip developments and there is no assurance that the Company will be able to obtain any of the additional financing required.

     The Company has received a land concession from the Macau government to build on parcels 1, 2 and 3, including the sites on which The Venetian Macao (parcel 1) and Four Seasons Macao (parcel 2) are located. The Company does not own these land sites in Macau; however, the land concession, which has an initial term of 25 years and is renewable at the Company’s option in accordance with Macau law, grants the Company exclusive use of the land. As specified in the land concession, the Company is required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concession by the Macau government or in seven semi-annual installments (provided that the outstanding balance is due upon the completion of the corresponding integrated resort), as well as annual rent for the term of the land concession. In October 2008, the Macau government amended the Company’s land concession to allow the Company to subdivide parcel 2 into four separate units under Macau’s horizontal property regime, consisting of retail, hotel/casino, Four Seasons Apartments and parking areas. Subsequent to September 30, 2009, the Company received a draft of the land concession agreement from the Macau government for parcels 5 and 6, and expects to formalize the agreement following the usual Macau land grant process. The land premium is currently expected to be approximately 1.9 billion patacas (approximately $238 million at exchange rates in effect on September 30, 2009).

     The Company does not yet have all of the necessary Macau government approvals to develop its planned Cotai Strip developments on parcels 3, 5, 6, 7 and 8. The Company has received a land concession for parcel 3 and a draft of the land concession agreement for parcels 5 and 6, as previously noted, but has yet to be granted land concessions for parcels 5, 6, 7 and 8. Once the land concession for parcels 5 and 6 has been finalized, the Company will negotiate the land concession for parcels 7 and 8. Based on historical experience with the Macau government with respect to the Company’s land concessions for the Sands Macao and parcels 1, 2 and 3, management believes that the land concessions for parcels 5, 6, 7 and 8 will be granted; however, if the Company does not obtain these land concessions, the Company could forfeit all or a substantial part of its $1.84 billion in capitalized costs, as of September 30, 2009, related to its developments on parcels 5, 6, 7 and 8.

     Under the Company’s land concession relating to parcel 3, the Company was required to complete the corresponding development by August 2011. The Macau government has agreed to provide the Company with an extension to complete the development of parcel 3 by April 2013. The Company believes that if it is not able to complete the development by the deadline, it will be able to obtain another extension from the Macau government; however, no assurances can be given that an extension will be granted. If the Company is unable to meet the August 2013 deadline and that deadline is not extended, it could lose its land concession for parcel 3, which would prohibit the Company from operating any facilities developed under the land concession for parcel 3. As a result, the Company could forfeit all or a substantial portion of its $35.7 million in capitalized costs, as of September 30, 2009, related to its development on parcel 3.

Singapore Development Project

     The Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), entered into a development agreement (the “Development Agreement”) with the Singapore Tourism Board (the “STB”) to build and operate an integrated resort called Marina Bay Sands in Singapore. Marina Bay Sands is expected to include three 55-story hotel towers (totaling approximately 2,600 rooms and suites), a casino, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.3 million square feet, theaters and a landmark iconic structure at the bay-front promenade that will contain an art/science museum. The Company is continuing to finalize various design aspects of the integrated resort and is in the process of finalizing cost estimates for the project. As of September 30, 2009, the Company has capitalized 4.92 billion Singapore dollars (“SGD,” approximately $3.47 billion at exchange rates in effect on September 30, 2009) in costs for this project, including the land premium and SGD 639.1 million (approximately $450.5 million at exchange rates in effect on September 30, 2009) in outstanding construction payables. The Company expects to spend approximately SGD 3.8 billion (approximately $2.7 billion at exchange rates in effect on September 30, 2009) through 2011 on additional costs to complete the construction of the integrated resort, FF&E, pre-opening and other costs, and to pay outstanding construction payables, as noted above, of which approximately SGD 760 million (approximately $536 million at exchange rates in effect on September 30, 2009) is expected to be spent in 2009. As the Company has obtained Singapore-denominated financing and primarily pays its costs in Singapore dollars, its exposure to foreign exchange gains and losses is expected to be minimal. Based on its current development plan, the Company is targeting to open a majority of the project in the first quarter of 2010.

Hengqin Island Development Project

     The Company has entered into a non-binding letter of intent with the Zhuhai Municipal People’s Government of China to work together to create a master plan for, and develop, a leisure and convention destination resort on Hengqin Island, which is located within mainland China, approximately one mile from the Cotai Strip. In January 2007, the Company was informed that the Zhuhai government established a Project Coordination Committee to act as a government liaison empowered to work directly with the Company to advance the development of the project. Under its revised development plan, the Company has suspended the project indefinitely.

Other Development Projects

     When the current economic environment and access to capital improve, the Company may continue exploring the possibility of developing and operating additional properties, including integrated resorts, in additional Asian and U.S. jurisdictions, and in Europe.

Development Financing Strategy

     Through September 30, 2009, the Company has funded its development projects primarily through borrowings under its U.S., Macau and Singapore credit facilities, operating cash flows, proceeds from the Company’s recent equity offerings and proceeds from the disposition of non-core assets.

     The U.S. credit facility and FF&E facility require the Company’s Las Vegas operations to comply with certain financial covenants at the end of each quarter, including maintaining a maximum leverage ratio of net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined (“Adjusted EBITDA”). The maximum leverage ratio is 6.5x for the quarterly periods ending September 30 and December 31, 2009, and decreases by 0.5x every subsequent two quarterly periods until it decreases to, and remains at, 5.0x for all quarterly periods thereafter through maturity (commencing with the quarterly period ending March 31, 2011). The Macau credit facility, as amended in August 2009, requires the Company’s Macau operations to comply with similar financial covenants, including maintaining a maximum leverage ratio of debt to Adjusted EBITDA. The maximum leverage ratio is 4.5x for the quarterly periods ending September 30 and December 31, 2009, and decreases by 0.5x every subsequent two quarterly periods until it decreases to, and remains at, 3.0x for all quarterly periods thereafter through maturity (commencing with the quarterly period ending March 31, 2011). If the Company is unable to maintain compliance with the financial

covenants under these credit facilities, the Company would be in default under the respective credit facilities. A default under the U.S. credit facilities would trigger a cross-default under the Company’s airplane financings, which, if the respective lenders chose to accelerate the indebtedness outstanding under these agreements, would result in a default under the Company’s senior notes. A default under the Macau credit facility would trigger a cross-default under the Company’s ferry financing. A default under the Macau credit facility or the ferry financing would trigger a cross-default under the Company’s exchangeable bonds (as described below). Any defaults or cross-defaults under these agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance that the Company would be able to repay or refinance any amounts that may become accelerated under such agreements, which could force the Company to restructure or alter its operations or debt obligations.

     The Company completed a $475.0 million convertible senior notes offering and a $2.1 billion common and preferred stock and warrants offering in 2008. On September 4, 2009, the Company completed a $600.0 million exchangeable bond offering (see “— Note 3 — Long-term Debt — Macau Related Debt — Exchangeable Bonds”). A portion of the proceeds from these offerings was used in the U.S. to exercise the EBITDA true-up provision (as defined below) during the quarterly periods ended March 31 and September 30, 2009, and additional proceeds were contributed to Las Vegas Sands, LLC (“LVSLLC”) to reduce its net debt in order to maintain compliance with the maximum leverage ratio for the quarterly periods during the nine months ended September 30, 2009. Additional portions of the proceeds were used in Macau to exercise the EBITDA true-up provision during the quarterly periods ended December 31, 2008 and June 30, 2009, and cash on hand was used to pay down $125.0 million of indebtedness under the Macau credit facility in March 2009 in order to maintain compliance with the maximum leverage ratio for the quarterly periods during the nine months ended September 30, 2009.

     In order to fund the Company’s revised development plan as discussed above and comply with the maximum leverage ratio covenants of its U.S. and Macau credit facilities for the remaining quarterly period in 2009 and beyond, the Company will utilize cash on hand, cash flow from operations and available borrowings under its credit facilities. The Company will also need to execute some, or a combination, of the following measures: (i) achieve increased levels of Adjusted EBITDA at its U.S. and Macau properties, primarily through aggressive cost-cutting measures and implementation of efficiency initiatives; (ii) obtain additional debt and/or equity financing through the sale of a minority interest in certain of the Company’s Macau operations, the latter of which is allowed for under the Macau borrowings, as amended, but may require consent from regulatory authorities; or (iii) elect to contribute up to $50 million and $20 million of cash on hand to the Las Vegas and Macau operations, respectively, on a bi-quarterly basis (such contributions having the effect of increasing Adjusted EBITDA by the corresponding amount during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio (the “EBITDA true-up”)). If the aforementioned measures are not sufficient to fund the Company’s revised development plan and maintain compliance with its financial covenants, the Company may also need to execute some, or a combination, of the following measures: (i) further decrease the rate of spending on its global development projects; (ii) obtain additional financing at the parent company or Macau level, the proceeds of which could be used to reduce or repay debt in Las Vegas and/or Macau; (iii) elect to delay payment of dividends on its preferred stock; or (iv) seek a waiver or amendment under the U.S. credit facility; however, there can be no assurance that the Company will be able to obtain such waiver or amendment. Management believes that successful execution of some combination of the above measures will be sufficient for the Company to fund its commitments and maintain compliance with its financial covenants.

Recent Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements, which applies under other authoritative guidance that require or permit fair value measurement; however, it does not require any new fair value measurements. The guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In January 2008, the FASB deferred the effective date for one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of the guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows. See “— Note 7 — Fair Value Measurements” for required disclosure.

     In December 2007, the FASB issued revised authoritative guidance for business combinations, which requires an acquirer to recognize the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree at the acquisition date, to be measured at their fair values as of that date, with limited exceptions. The guidance applies prospectively to business combinations for which the acquisition date is on or after the beginning of an entity’s fiscal year that begins after December 15, 2008. The application of the guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

     In December 2007, the FASB issued authoritative guidance for noncontrolling interests, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this guidance requires the recognition of a noncontrolling interest (previously referred to as minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income or loss attributable to the noncontrolling interest is included in consolidated net income on the face of the income statement. The guidance clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this guidance requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures regarding the interests of the parent and the interests of the noncontrolling owners. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As required upon the application of this guidance, the prior period noncontrolling interest amounts have been reclassified to conform to the current period presentation; however, such amounts have not changed.

     In March 2008, the FASB issued authoritative guidance for derivative and hedging activities, which requires enhanced disclosures about an entity’s derivative and hedging activities, thereby improving the transparency of financial reporting. The objective of the guidance is to provide users of financial statements with: an enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The guidance also requires several additional quantitative disclosures in the financial statements. The guidance is effective for fiscal years beginning after November 15, 2008. The application of the guidance did not have a material effect on the Company’s financial condition, results of operations or cash flows.

     In April 2008, the FASB supplemented its authoritative guidance for intangible assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued guidance. The intent of this guidance is to improve the consistency between the useful life of a recognized intangible asset under previously issued guidance and the period of expected cash flows used to measure the fair value of the asset under the new guidance. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The application of the guidance did not have an effect on the Company’s financial condition, results of operations or cash flows.

     In April 2009, the FASB issued authoritative guidance for interim disclosures about fair value of financial instruments, which requires quarterly disclosures of the fair value of all financial instruments that are not reflected at fair value in the financial statements, as well as additional disclosures about the methods and significant assumptions used to estimate the fair value. Prior to the issuance of this guidance, such disclosures, including quantitative and qualitative information about fair value estimates, were only required on an annual basis. This guidance is effective for interim and annual reporting periods ending after June 15, 2009. The application of this guidance did not have a material effect on the Company’s disclosures. See “— Note 3 — Long-term Debt — Fair Value of Long-term Debt” for required disclosures.

     In May 2009, the FASB issued authoritative guidance for subsequent events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance is effective for interim reporting periods ending after June 15, 2009. The application of this guidance did not have a material effect on the Company’s financial condition, result of operations or cash flows. See “— Overview” for required disclosures.

     In June 2009, the FASB issued authoritative guidance for variable interest entities (“VIE”), which changes the approach to determining the primary beneficiary of a VIE and requires companies to more frequently assess whether they must consolidate VIEs. This guidance is effective for annual periods beginning after November 15, 2009. The Company does not expect the application of this guidance will have a material effect on the Company’s financial condition, results of operations or cash flows.

NOTE 2 — PROPERTY AND EQUIPMENT, NET

     Property and equipment consists of the following (in thousands):

		September 30,				December 31,
		2009				2008
Land and improvements		$	353,801			$	341,927
Building and improvements			6,842,633				6,309,494
Furniture, fixtures, equipment and leasehold improvements			1,688,022				1,547,261
Transportation			403,137				322,194
Construction in progress			5,186,588				4,438,216
			14,474,181				12,959,092
Less — accumulated depreciation and amortization			(1,518,075	)			(1,090,864	)
		$	12,956,106			$	11,868,228

     Construction in progress consists of the following (in thousands):

		September 30,				December 31,
		2009				2008
Marina Bay Sands		$	2,589,580			$	1,422,795
Other Macau Development Projects (principally Cotai Strip parcels 5 and 6)			1,923,301				1,917,547
Four Seasons Macao			364,005				255,373
Sands Bethlehem			90,893				413,563
The Palazzo and The Shoppes at The Palazzo			16,589				166,450
Other			202,220				262,488
		$	5,186,588			$	4,438,216

     As of September 30, 2009, the Company has received proceeds of $295.4 million from the sale of The Shoppes at The Palazzo; however, the final purchase price will be determined in accordance with the agreement (the “Agreement”) between Venetian Casino Resort, LLC (“VCR”) and GGP based on net operating income (“NOI”) of The Shoppes at The Palazzo calculated 30 months after the closing date of the sale, as defined under the Agreement and subject to certain later audit adjustments. In April 2009, GGP and its subsidiary that owns The Shoppes at The Palazzo filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 Cases”). Additionally, given the economic and market conditions facing retailers on a national and local level, tenants are facing economic challenges that have effected, and may effect in the future, the calculation of NOI. During the three months ended June 30, 2009, the Company learned that one tenant filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code and another tenant has delayed its construction plans, creating a question as to whether the rent of the latter tenant will be included in the NOI calculation. As these tenants leased significant space in The Shoppes at The Palazzo, management adjusted its projection of the ultimate proceeds that the Company will receive to an amount that is below the costs incurred to construct and develop The Shoppes at The Palazzo. Based upon estimates of NOI and capitalization rates, the Company recognized an impairment loss of $94.0 million during the three months ended June 30, 2009. Approximately $292.1 million of property and equipment (net of $16.9 million of accumulated depreciation), which was sold to GGP, is included in the condensed consolidated balance sheet as of September 30, 2009. The Company will continue to review the Chapter 11 Cases and the projected financial performance of the tenants to be included in the NOI calculation, and will adjust the estimates of NOI and capitalization rates as additional information is received. The Company may be required to record further impairment charges in the future depending on changes in the projections.

     The $202.2 million of other construction in progress consists primarily of the construction of the St. Regis Residences and other projects in Las Vegas and at The Venetian Macao. During the three months ended June 30, 2009, the Company recognized an impairment loss of $57.2 million on capitalized costs, which were included in other construction in progress, related to a planned expansion of the Sands Expo Center that the Company decided to suspend such project indefinitely.

     The cost and accumulated depreciation of property and equipment that the Company is leasing to tenants as part of its Macau mall operations was $383.7 million and $41.7 million, respectively, as of September 30, 2009. The cost and accumulated depreciation of property and equipment that the Company is leasing under a capital lease arrangement is $25.6 million and $0.4 million, respectively.

     During the three and nine months ended September 30, 2009, and the three and nine months ended September 30, 2008, the Company capitalized interest expense of $16.9 million, $45.1 million, $38.4 million and $100.6 million, respectively.

     As described in “— Note 1 — Organization and Business of Company — Development Projects,” the Company revised its development plan to suspend portions of its development projects given the conditions in the capital markets and the global economy and their impact on the Company’s ongoing operations. If circumstances change, the Company may be required to record an impairment charge related to these developments in the future.

NOTE 3 — LONG-TERM DEBT

     Long-term debt consists of the following (in thousands):

		September 30,				December 31,
		2009				2008
Corporate and U.S. Related:
Senior Secured Credit Facility — Term B		$	2,932,500			$	2,955,000
Senior Secured Credit Facility — Delayed Draw I			592,500				597,000
Senior Secured Credit Facility — Delayed Draw II			397,000				400,000
Senior Secured Credit Facility — Revolving			775,860				775,860
6.375% Senior Notes			248,779				248,608
FF&E Facility			116,900				141,950
Airplane Financings			83,031				85,797
HVAC Equipment Lease			25,146				—
Other			5,005				5,765
Macau Related:
Macau Credit Facility — Term B			1,791,000				1,800,000
Macau Credit Facility — Term B Delayed			696,500				700,000
Macau Credit Facility — Revolving			570,299				695,299
Macau Credit Facility — Local Term			88,018				100,589
Exchangeable Bonds			600,000				—
Ferry Financing			228,458				218,564
Other			11,023				11,054
Singapore Related:
Singapore Permanent Facility — A and B			2,602,378				1,735,252
			11,764,397				10,470,738
Less — current maturities			(159,921	)			(114,623	)
Total long-term debt		$	11,604,476			$	10,356,115

Corporate and U.S. Related Debt

Senior Secured Credit Facility

     As of September 30, 2009, the Company had $89.7 million of available borrowing capacity under the U.S. credit facility, net of outstanding letters of credit and undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

     On April 15, 2009, the Company amended its U.S. credit facility to allow the Company to repurchase up to $800.0 million in aggregate stated principal amount of term loans (which include the term B and delayed draws I and II term loans) on or prior to September 30, 2010. The amendment provides that any term loans purchased by the Company shall be immediately forgiven and cancelled.

HVAC Equipment Lease

     In July 2009, the Company entered into a capital lease agreement with its current heating, ventilation and air conditioning (“HVAC”) provider (the “HVAC Equipment Lease”) to provide the operation and maintenance services for the HVAC equipment in Las Vegas. The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates. The Company is obligated under the agreement to make monthly payments of approximately $300,000 for the first year with automatic decreases of approximately $14,000 per month on every anniversary date. The HVAC Equipment Lease has been capitalized at the present value of the future minimum lease payments at lease inception.

Macau Related Debt

Macau Credit Facility

     As of September 30, 2009, the Company had $123.1 million of available borrowing capacity under the Macau credit facility, net of undrawn amounts committed to be funded by Lehman Brothers Commercial Paper Inc.

     On August 12, 2009, the Company amended its Macau credit facility to obtain, among other things, the necessary approvals to allow for a potential sale of a minority interest in certain of the Company’s Macau operations and modification of certain financial covenants and definitions, including increasing the maximum leverage ratio for the quarterly periods through the end of 2010 (see “— Note 1 — Development Financing Strategy”). As part of the amendment, the credit spread increased by 325 basis points with borrowings now bearing interest, at the Company’s option, at either an adjusted Eurodollar rate (or, in the case of the local term loan, adjusted Hong Kong Inter-Bank Offered Rate (“HIBOR”)) or at an alternate base rate, plus a spread of 5.5% per annum or 4.5% per annum, respectively. Upon the consummation of the sale of a minority interest in certain of the Company’s Macau operations, the

Company will be required to repay and permanently reduce $500.0 million of borrowings, on a pro rata basis, under the Macau credit facility and in conjunction with the $500.0 million repayment, the credit spread will be reduced by 100 basis points.

Exchangeable Bonds

     In September 2009, the Company completed a $600.0 million exchangeable bond offering due 2014 (the “Exchangeable Bonds”). The Exchangeable Bonds bear interest at 9% per annum and 12% per annum during the years ended September 3, 2010 and 2011, respectively, and 15% per annum during the years ended September 3, 2012 through 2014. The Exchangeable Bonds are mandatorily and automatically exchangeable into common shares of a subsidiary of the Company upon the consummation of the sale of a minority interest in certain of the Company’s Macau operations at an exchange price equal to 90% of the common shares’ offering price. As the ultimate exchange price was not known at the date the Exchangeable Bonds were issued and is still unknown as of the date of this filing, the Exchangeable Bonds may contain a contingent beneficial conversion feature. Should the ultimate exchange price be less than the fair value of the shares at the issuance date of the Exchangeable Bonds, the Company will record a charge for such difference as additional interest expense. The amount of the charge, if any, cannot be estimated, and therefore cannot be recorded, until the ultimate exchange price has been determined.

     The Exchangeable Bonds may be redeemed at the option of the Company together with accrued and unpaid interest to the date of redemption, at any time beginning 30 days after the closing date and ending the day prior to the maturity date. If the Exchangeable Bonds are redeemed at the option of the Company, it is required to issue warrants (the “Bond Warrants”) to the bondholders to purchase such number of common shares the bondholders would have been otherwise entitled to receive upon mandatory and automatic exchange of the Exchangeable Bonds upon any offering. In addition, any bondholder may, during the period not less than 30 days nor more than 60 days prior to September 4, 2012, require the Company to redeem all or a portion of the Exchangeable Bonds held by such bondholder at 100% of the principal amount of the Exchangeable Bonds, together with all accrued and unpaid interest to the date of redemption; provided that any bondholders who exercise this redemption right shall not be entitled to any Bond Warrants in connection with such redemption.

     The terms and conditions of the Exchangeable Bonds contain covenants that, subject to certain exceptions and conditions, limit the ability of the Company and certain of its subsidiaries to grant security over their assets, incur additional indebtedness or contingent obligations, make payments of dividends or other distributions on or redeem or repurchase their equity securities or certain subordinated indebtedness, make investments or provide loans and advances, enter into sale and lease back transactions, sell or dispose of assets including equity securities and enter into transactions with their shareholders and affiliates.

Ferry Financing

     On August 20, 2009, the Company amended its ferry financing facility to obtain, among other things, the necessary approvals to allow for a potential sale of a minority interest in certain of the Company’s Macau operations and removal of the requirement to comply with all financial covenants. As part of the amendment, the credit spread increased by 50 basis points to 2.5% per annum for borrowings accruing interest at HIBOR or 2.5% per annum for borrowings accruing interest at LIBOR. The facility, as amended, now matures in December 2015 and is subject to 26 quarterly payments commencing October 2009.

Singapore Related Debt

Singapore Permanent Facilities

     As of September 30, 2009, the Company had SGD 1.42 billion (approximately $998.9 million at exchange rates in effect on September 30, 2009) of available borrowing capacity under the Singapore permanent facilities, net of outstanding banker’s guarantees and undrawn amounts committed to be funded by Lehman Brothers Finance Asia Pte. Ltd.

Cash Flows from Financing Activities

     Cash flows from financing activities related to long-term debt are as follows (in thousands):

		Nine Months Ended
		September 30,
		2009				2008
Proceeds from Singapore Permanent Facilities		$	824,986			$	1,558,091
Proceeds from Senior Secured Credit Facility			—				1,675,860
Proceeds from Macau Credit Facility			—				442,732
Proceeds from Exchangeable Bonds			600,000				—
Proceeds from Ferry Financing			9,888				176,739
Proceeds from FF&E Facility and Other Long-Term Debt			—				148,898
		$	1,434,874			$	4,002,320
Repayments on Macau Credit Facility		$	(150,074	)		$	—
Repayments on Senior Secured Credit Facility			(30,000	)			(324,000	)
Repayments on Singapore Permanent Facilities			(18,223	)			—
Repayments on Singapore Bridge Facility			—				(1,329,737	)
Repayments on FF&E Facility and Other Long-Term Debt			(25,841	)			(56,596	)
Repayments on Airplane Financings			(2,766	)			(2,765	)
Repayments on HVAC Equipment Lease			(421	)			—
		$	(227,325	)		$	(1,713,098	)

Fair Value of Long-Term Debt

     The estimated fair value of the Company’s long-term debt as of September 30, 2009, was approximately $10.71 billion, compared to its carrying value of $11.76 billion. As of December 31, 2008, the estimated fair value of the Company’s long-term debt was approximately $6.31 billion, compared to its carrying value of $10.47 billion. The estimated fair value of the Company’s long-term debt is based on quoted market prices, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates.

NOTE 4 — EQUITY AND LOSS PER SHARE

     Preferred stock dividend activity for 2009 is as follows (in thousands):

				Preferred Stock
				Dividends Paid to				Preferred Stock
Board of Directors’				Principal				Dividends Paid to				Total Preferred Stock
Declaration Date		Payment Date		Stockholder’s Family				Public Holders				Dividends Paid
February 5, 2009		February 17, 2009		$	13,125			$	11,347			$	24,472
April 30, 2009		May 15, 2009			13,125				10,400				23,525
July 31, 2009		August 17, 2009			13,125				10,225				23,350
												$	71,347
October 30, 2009		November 16, 2009		$	13,125			$	10,225			$	23,350

     During the nine months ended September 30, 2009, holders of the preferred stock exercised 1,106,301 warrants to purchase an aggregate of 18,438,384 shares of the Company’s common stock at $6.00 per share and tendered 1,106,301 shares of preferred stock as settlement of the warrant exercise price. Subsequent to September 30, and through November 6, 2009, the date the condensed consolidated financial statements were issued, no additional warrants were exercised.

     During the three months ended March 31, 2009, the Company incorrectly included $6.8 million of preferred stock dividends in its computation of net loss attributable to common stockholders, which overstated the Company’s basic and diluted loss per share by $0.02, but had no effect on total assets, liabilities, stockholders’ equity, net loss or cash flows. These dividends had been included previously in the determination of diluted loss per share for the year ended December 31, 2008. Because the amount involved is not material to the Company’s financial statements, the Company will correct the amounts for the three months ended March 31, 2009, when it discloses the amounts as a comparable period in future filings.

Treasury Stock

     During the nine months ended September 30, 2009, the Company paid approximately $13,000 in personal payroll taxes on behalf of one of its executive officers related to certain vested restricted stock and in return, the Company received 2,253 shares of its common stock as settlement for the liability.

Accumulated Other Comprehensive Income and Comprehensive Loss

     At September 30, 2009 and December 31, 2008, the accumulated other comprehensive income balance, included in equity, consisted solely of foreign currency translation adjustments. Comprehensive loss includes net loss and all other non-stockholder changes in equity. For the three and nine months ended September 30, 2009, comprehensive loss amounted to $69.4 million and $286.3 million, respectively, of which $65.3 million and $278.6 million, respectively, was attributable to Las Vegas Sands Corp. For the three and nine months ended September 30, 2008, comprehensive loss amounted to $44.7 million and $33.8 million, respectively, of which $45.0 million and $38.3 million, respectively was attributable to Las Vegas Sands Corp.

Other Equity Transactions

     The Company’s Principal Stockholder provides an airplane to an executive of the Company for his personal use as a condition of his employment with the Company. The cost of providing this airplane for the three and nine months ended September 30, 2009, was $0.3 million and $0.5 million, respectively, which has been recorded as a non-cash equity contribution to the Company and is included in corporate expense.

Loss Per Share

     The weighted average number of common and common equivalent shares used in the calculation of basic and diluted loss per share consisted of the following:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Weighted-average common shares outstanding (used in the calculation of basic loss per share)			660,245,590				355,393,259				655,687,503				355,344,306
Potential dilution from stock options, restricted stock and warrants			—				—				—				—
Weighted-average common and common equivalent shares (used in the calculation of diluted loss per share)			660,245,590				355,393,259				655,687,503				355,344,306
Antidilutive stock options, restricted stock and warrants excluded from the calculation of diluted loss per share			170,653,596				10,580,996				170,653,596				10,580,996

NOTE 5 — INCOME TAXES

     The Company’s major tax jurisdictions are the U.S., Macau and Singapore. In the U.S., the Company is under examination for years after 2004. In Macau and Singapore, the Company is subject to examination for years after 2003.

     The Company received a five-year tax exemption in Macau that exempts the Company from paying corporate income tax on profits generated by gaming operations. The Company will continue to benefit from this tax exemption through the end of 2013.

     As of September 30, 2009, the balance of unrecognized tax benefits was $56.9 million, an increase of $24.6 million as compared to $32.3 million as of December 31, 2008. Of the increase, unrecognized tax benefits of $19.3 million were for tax positions taken in prior periods of which $5.6 million would affect the effective tax rate, if recognized. The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

     Authoritative guidance issued by FASB for accounting for income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

     The Company’s U.S. operations are in a cumulative loss position for the three-year period ended September 30, 2009. For purposes of assessing the realization of the U.S. deferred tax assets, the Company considered the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. The Company’s cumulative loss position is considered significant negative evidence and has caused management to conclude that it is more likely than not that its U.S. deferred tax assets will not be realized. In consideration of the requirements of the authoritative guidance, the Company recorded a valuation allowance of $67.8 million on the net deferred tax assets of the Company’s U.S. operations.

     Management will reassess the realization of deferred tax assets based on the criteria of the authoritative guidance for accounting for income taxes each reporting period. To the extent that the financial results of U.S. operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance through earnings.

NOTE 6 — STOCK-BASED EMPLOYEE COMPENSATION

     Stock-based compensation activity is as follows (in thousands, except weighted average grant date fair values):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Compensation expense:
Stock options		$	12,062			$	14,586			$	32,132			$	36,999
Restricted shares			(53	)			800				782				2,220
		$	12,009			$	15,386			$	32,914			$	39,219
Compensation cost capitalized as part of property and equipment		$	937			$	1,623			$	2,561			$	4,194
Stock options granted			1,194				288				8,242				4,443
Weighted average grant date fair value		$	6.41			$	18.49			$	3.02			$	29.82
Restricted shares granted			—				—				66				27
Weighted average grant date fair value		$	—			$	—			$	7.38			$	71.67

     The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Weighted average volatility			79.57	%			35.85	%			75.45	%			35.85	%
Expected term (in years)			5.7				6.7				5.1				6.3
Risk-free rate			3.14	%			2.96	%			2.72	%			2.96	%
Expected dividends			—				—				—				—

NOTE 7 — FAIR VALUE MEASUREMENTS

     Authoritative guidance issued by FASB defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This guidance also establishes a valuation hierarchy for inputs in measuring fair value that maximizes the use of observable inputs (inputs market participants would use based on market data obtained from sources independent of the Company) and minimizes the use of unobservable inputs (inputs that reflect the Company’s assumptions based upon the best information available in the circumstances) by requiring that the most observable inputs be used when available. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities. Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

     The following table provides the assets carried at fair value (in thousands):

		Total Carrying				Fair Value Measurements as of September 30, 2009 Using:
		Value as of				Quoted Market				Significant Other				Significant
		September 30,				Prices in Active				Observable Inputs				Unobservable Inputs
		2009				Markets (Level 1)				(Level 2)				(Level 3)
Cash equivalents(1)		$	2,097,319			$	2,097,319			$	—			$	—
Interest rate caps(2)		$	3,596			$	—			$	3,596			$	—

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Litigation Matters

     The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows.

The Palazzo Construction Litigation

     Lido Casino Resort, LLC (“Lido”), formerly a wholly owned subsidiary of the Company and now merged into VCR, and its construction manager, Taylor International Corp., on one side, and Malcolm Drilling Company, Inc. (“Malcolm”), the contractor on The Palazzo project responsible for completing certain foundation work, filed claims against each other in an action filed in 2006 in Clark County District Court. On April 24, 2009, the Company reached a settlement of this matter with Malcolm for approximately $10.6 million, which was paid in May 2009. Of the $10.6 million, $9.9 million has been capitalized as building-related construction costs and $0.7 million has been recorded as interest expense as of and for the nine months ended September 30, 2009. The Company does not expect to incur any further charges in connection with this matter.

Litigation Relating to Macau Operations

     On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macau resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice as against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company has appealed the verdict to the Nevada Supreme Court. The Company believes that it has valid bases in law and fact to overturn or appeal the verdict. As a result, the Company believes that the likelihood that the amount of the judgment will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it will be required to record a liability for an adverse outcome.

     On January 26, 2006, Clive Basset Jones, Darryl Steven Turok (a/k/a Dax Turok) and Cheong Jose Vai Chi (a/k/a Cliff Cheong), filed an action against LVSC, LVSLLC, Venetian Venture Development, LLC (“Venetian Venture Development”) and various unspecified individuals and companies in the District Court of Clark County, Nevada. The plaintiffs assert breach of an agreement to pay a success fee in an amount equal to 5% of the ownership interest in the entity that owns and operates the Macau gaming subconcession as well as other related claims. On June 3, 2009, the Company reached a settlement of this matter for $42.5 million, of which $12.5 million was paid in June 2009 and the remaining $30.0 million will be settled with common shares of a subsidiary of the Company upon a sale of a minority interest in certain of the Company’s Macau operations or in cash in February 2010, whichever occurs first. The charge has been recorded in corporate expense during the three months ended June 30, 2009. The Company does not expect to incur any further charges in connection with this matter.

     On February 5, 2007, Asian American Entertainment Corporation, Limited (“AAEC”) filed an action against LVSI, VCR, Venetian Venture Development, William P. Weidner and David Friedman in the United States District Court for the District of Nevada (the “District Court”). The plaintiffs assert (i) breach of contract by LVSI, VCR and Venetian Venture Development of an agreement under which AAEC would work to obtain a gaming license in Macau and, if successful, AAEC would jointly operate a casino, hotel and related facilities in Macau with Venetian Venture Development and Venetian Venture Development would receive fees and a minority equity interest in the venture and (ii) breach of fiduciary duties by all of the defendants. The plaintiffs have requested an unspecified amount of actual, compensatory and punitive damages, and disgorgement of profits related to the Company’s Macau gaming license. The Company filed a motion to dismiss on July 11, 2007. On August 1, 2007, the District Court granted the defendants’ motion to dismiss the complaint against all defendants without prejudice. The plaintiffs appealed this decision and subsequently, the Ninth Circuit Court of Appeals (the “Circuit Court”) decided that AAEC was not barred from asserting claims that the written agreement was breached prior to its expiration on January 15, 2002. The Circuit Court remanded the case back to the District Court for further proceedings on this issue and discovery has recently begun. It is difficult to discern any claim during that period from the face of their

complaint; however, management believes that the plaintiff’s case against the Company is without merit. The Company intends to defend this matter vigorously.

     In January 2008, Hong Kong ferry operator Norte Oeste Expresso Ltd. (“Northwest Express”) filed an administrative action challenging an order from the Chief Executive of the Macau government with respect to the Macau government’s entry into an agreement with CFCL, as defined below, related to the operation of ferry service between Hong Kong and Taipa. The administrative action named the Company’s indirect wholly owned subsidiary, Cotai Ferry Company Limited (“CFCL,” previously named Cotai Waterjets (Macau) Limited), as an interested party. The basis of the legal challenge is that, under Macau law, any concessions or agreements related to the provision of a public service must be awarded through a public tender process. In February 2009, the Court of Second Instance in Macau held that it was unlawful for the Macau government to enter into the ferry agreement with CFCL without engaging in a public tender process, and therefore the ferry agreement with CFCL is void. The Company believes that it has complied with all applicable laws and procedures and Macau practice with respect to its entry into the ferry agreement and that all other agreements with the Macau government to operate ferries to and from Macau were entered into in the same fashion as the ferry agreement with CFCL. Accordingly, the Company and the Macau government have appealed the decision to the Court of Final Appeal in Macau. The Company will cooperate with the Macau government during the appeal period to resolve this matter. The Company expects to continue to operate its ferry service until a decision on the appeal is rendered or the matter is otherwise resolved. If the decision is upheld by the Court of Final Appeal, the ferry agreement entered into by CFCL may be void, absent other action by the Macau government. Management believes that, although uncertain, the outcome of the decision of the Court of Final Appeal is more likely to be unfavorable than favorable. As the dispute relates to challenging the entry into the ferry agreement and no financial amount is claimed by Northwest Express, management is unable to estimate the potential losses to the Company as a result of such an adverse ruling. The Company is exploring the legal rights and remedies available to protect its ferry operations and investments and, should the Company receive an adverse ruling, will explore all legal options with the Macau government to try to ensure that there is no disruption to the Company’s ferry operations. The Company expects the Macau government to take measures to secure the continuous operations of ferry services to and from Taipa in order to protect the public interest and believes that CFCL would be permitted to continue to operate its business on this basis. If it is determined that the Company is unable to continue to operate its ferry service, it will attempt to develop alternative means of attracting and transporting visitors to its Cotai Strip properties. If the Company is unable to do so, a resulting significant loss of visitors to its Cotai Strip properties could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Such event could also result in a potential impairment charge on all or a portion of the approximately $241.8 million in capitalized costs, as of September 30, 2009, related to the Company’s ferry operations. Moreover, if the Company is unable to utilize available options to secure renewed rights to provide ferry services within six months of the loss of such right, an event of default would occur under the terms of the ferry financing, allowing the lender to exercise its rights and remedies as defined in the related agreement. If the lender were to exercise its right to accelerate the repayment of the indebtedness outstanding, there can be no assurance that the Company would be able to repay or refinance any amounts that may become accelerated.

     On October 16, 2009, the Company received a letter from counsel to Far East Consortium International Ltd. (“FEC”) notifying the Company that it may pursue various claims seeking, among other things, monetary damages and an entitlement to an ownership interest in parcel 3 in Macau, which the Company owns. The Company believes such claims, which are based on a non-legally binding memorandum of agreement that expired by its terms over three years ago, are frivolous, baseless and without merit. The Company intends to vigorously contest any claims or lawsuits that may be brought by FEC.

Stockholder Derivative Litigation

     On November 26, 2008, January 16, 2009 and February 6, 2009, various plaintiffs filed shareholder derivative actions on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, George P. Koo, Michael A. Leven, James L. Purcell, Irwin A. Siegel, William P. Weidner and Andrew Heyer, all of whom were current or former members of the Board of Directors at the time the suits were filed. The complaints all alleged, among other things, breaches of fiduciary duties in connection with (i) the Company’s ongoing construction and development projects and (ii) the Company’s securing debt and equity financing during 2008.

     The parties in all three actions stipulated to the entry of an order consolidating their cases into a single proceeding now styled In re Las Vegas Sands Corp. Derivative Litigation. A consolidated amended complaint was filed on March 20, 2009, against the same defendants noted above. The substantive allegations of such complaint are similar to those of the original complaints. A motion to dismiss the consolidated amended complaint was filed on April 17, 2009. This motion, and any responses and replies thereto that have been filed were argued on August 27, 2009. The District Court of Clark County entered a decision and order on November 4, 2009, dismissing the plaintiff’s consolidated amended complaint with prejudice.

China Matters

     The State Administration of Foreign Exchange in China (“SAFE”) regulates foreign currency exchange transactions and other business dealings in China. SAFE has made inquiries and requested and obtained documents relating to certain payments made by the Company’s wholly foreign-owned enterprises (“WFOEs”) to counterparties and other vendors in China. These WFOEs were established to conduct non-gaming marketing activities in China and to create goodwill in China and Macau for the Company’s

operations in Macau. The Company is fully cooperating with these pending inquiries. The Company does not believe that the resolution of these pending inquiries will have a material adverse effect on its financial condition, results of operations or cash flows.

Singapore Development Project

     The Company entered into the Development Agreement with the STB, which requires the Company to construct and operate the Marina Bay Sands in accordance with the Company’s originally submitted proposal for the integrated resort and in accordance with the agreement. The Company is continuing to finalize various design aspects of the integrated resort and is in the process of finalizing its cost estimates for the project. The Company entered into the SGD 5.44 billion (approximately $3.84 billion at exchange rates in effect on September 30, 2009) Singapore permanent facility agreement to fund a significant portion of the construction, operating and other development costs of the Marina Bay Sands.

Other Agreements

     The Company has entered into agreements with Starwood and Shangri-La to manage certain proposed hotel developments on the Company’s Cotai Strip parcels 5 and 6, and for Starwood to brand the Company’s Las Vegas condominium project (the St. Regis Residences) in connection with the sales and marketing of these condominium units. Due to the suspension of the Company’s projects in Macau and Las Vegas, the Company is negotiating amendments to its agreements with Starwood to revise the construction and opening obligations and deadlines. If negotiations are unsuccessful, certain past and/or anticipated delays may permit Starwood to terminate its agreements with the Company, which would result in the Company having to find new managers and brands for the above-described projects and may subject the Company to claims for damages and expenses under these agreements, including breach of contract, losses for services rendered and the opportunity costs of negotiating and executing the agreements. Such measures could have a material adverse effect on the Company’s financial condition, results of operations and cash flows, including requiring the Company to write-off its $20.0 million investment related to the St. Regis Residences.

NOTE 9 — SEGMENT INFORMATION

     The Company’s principal operating and developmental activities occur in three geographic areas: United States, Macau and Singapore. The Company reviews the results of operations for each of its key operating segments: The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; Sands Bethlehem; Sands Macao; The Venetian Macao; Four Seasons Macao; and Other Asia (comprised primarily of the Company’s ferry operations). The Company also reviews construction and development activities for each of its primary projects: The Venetian Las Vegas; The Palazzo; Sands Bethlehem; Sands Macao; The Venetian Macao; Four Seasons Macao; Other Asia (comprised of the ferry operations and various other operations that are ancillary to the Company’s properties in Macau); Marina Bay Sands in Singapore; Other Development Projects (on Cotai Strip parcels 3, 5, 6, 7 and 8); and Corporate and Other (comprised primarily of airplanes and the St. Regis Residences). The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated as one reportable segment (the “Las Vegas Operating Properties”), considering their similar economic characteristics, types of customers, types of service and products, the regulatory business environment of the operations within each segment and the Company’s organizational and management reporting structure. The information as of December 31, 2008, and for the nine months ended September 30, 2008, has been reclassified to conform to the current presentation. The Company’s segment information is as follows as of September 30, 2009 and December 31, 2008, and for the three and nine months ended September 30, 2009 and 2008 (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Net Revenues
Macau:
The Venetian Macao		$	493,579			$	522,409			$	1,420,445			$	1,471,823
Sands Macao			280,794				248,444				739,404				784,943
Four Seasons Macao			67,052				20,303				162,743				20,303
Other Asia			8,630				6,313				24,008				11,560
United States:
Las Vegas Operating Properties			228,095				307,965				836,601				1,007,942
Sands Bethlehem			62,994				—				95,705				—
Total net revenues		$	1,141,144			$	1,105,434			$	3,278,906			$	3,296,571

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Adjusted Property EBITDAR(1)
Macau:
The Venetian Macao		$	150,389			$	135,737			$	381,849			$	386,227
Sands Macao			77,115				42,591				188,522				162,283
Four Seasons Macao			10,152				2,963				20,083				2,963
Other Asia			(8,088	)			(10,848	)			(23,989	)			(34,086	)
United States:
Las Vegas Operating Properties			34,452				73,316				202,336				302,497
Sands Bethlehem			8,323				—				11,160				—
Total adjusted property EBITDAR			272,343				243,759				779,961				819,884
Other Operating Expenses
Stock-based compensation expense			(8,423	)			(9,615	)			(21,701	)			(25,036	)
Corporate expense			(17,519	)			(23,390	)			(105,250	)			(82,529	)
Rental expense			(6,691	)			(8,437	)			(22,497	)			(25,573	)
Pre-opening expense			(28,855	)			(40,777	)			(115,619	)			(105,470	)
Development expense			(80	)			(1,153	)			(344	)			(11,504	)
Depreciation and amortization			(148,677	)			(132,239	)			(431,559	)			(364,753	)
Impairment loss			—				—				(151,175	)			—
Gain (loss) on disposal of assets			284				47				(4,500	)			(6,977	)
Operating income (loss)			62,382				28,195				(72,684	)			198,042
Other Non-Operating Costs and Expenses
Interest income			1,599				3,215				9,840				11,813
Interest expense, net of amounts capitalized			(88,514	)			(90,535	)			(224,503	)			(293,709	)
Other income (expense)			(1,564	)			7,209				(6,534	)			11,624
Loss on modification or early retirement of debt			(204	)			—				(204	)			(4,022	)
Income tax benefit (expense)			(54,316	)			19,425				(641	)			19,533
Noncontrolling interest			4,111				283				7,674				4,481
Net loss attributable to Las Vegas Sands Corp.		$	(76,506	)		$	(32,208	)		$	(287,052	)		$	(52,238	)

		Nine Months Ended
		September 30,
		2009				2008
Capital Expenditures
Corporate and Other		$	31,527			$	68,608
Macau:
The Venetian Macao			12,700				109,114
Sands Macao			5,556				30,192
Four Seasons Macao			206,546				471,955
Other Asia			23,696				58,021
Other Development Projects			70,084				851,929
United States:
Las Vegas Operating Properties			58,065				543,162
Sands Bethlehem			212,529				200,652
Singapore			918,375				574,763
Total capital expenditures		$	1,539,078			$	2,908,396

		September 30,				December 31,
		2009				2008
Total Assets
Corporate and Other		$	407,603			$	707,276
Macau:
The Venetian Macao			2,883,920				3,060,279
Sands Macao			550,271				592,998
Four Seasons Macao			1,134,242				973,892
Other Asia			348,084				347,359
Other Development Projects			2,132,496				2,015,386
United States:
Las Vegas Operating Properties			6,552,572				6,562,124
Sands Bethlehem			725,648				475,256
Singapore			3,538,222				2,409,543
Total assets		$	18,273,058			$	17,144,113

NOTE 10 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     LVSC is the obligor of the senior notes due 2015, issued on February 10, 2005 (the “Senior Notes”). LVSLLC, VCR, Mall Intermediate Holding Company, LLC, Venetian Venture Development, Venetian Transport, LLC, Venetian Marketing, Inc., Lido Intermediate Holding Company, LLC and Lido Casino Resort Holding Company, LLC (collectively, the “Original Guarantors”), have jointly and severally guaranteed the Senior Notes on a full and unconditional basis. Effective May 23, 2007, in conjunction with entering into the Senior Secured Credit Facility, LVSC, the Original Guarantors and the trustee entered into a supplemental indenture related to the Senior Notes, whereby the following subsidiaries were added as full and unconditional guarantors on a joint and several basis: Interface Group-Nevada, Inc., Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC (collectively with the Original Guarantors, the “Guarantor Subsidiaries”). In September 2009, LVS (Nevada) International Holdings, Inc. and LVS Management Services, LLC were added as full and unconditional guarantors to the Senior Notes on a joint and several basis, and have been included in the group of subsidiaries that is the Guarantor Subsidiaries as of and for the period ended September 30, 2009.

     On February 29, 2008, all of the capital stock of Phase II Mall Subsidiary, LLC was sold to GGP and in connection therewith, it was released as a guarantor under the Senior Notes. The sale is not complete from an accounting perspective due to the Company’s continuing involvement in the transaction related to the completion of construction on the remainder of The Shoppes at The Palazzo, certain activities to be performed on behalf of GGP and the uncertainty of the final sales price. Certain of the assets, liabilities, operating results and cash flows related to the ownership and operation of the mall by Phase II Mall Subsidiary, LLC subsequent to the sale will continue to be accounted for by the Guarantor Subsidiaries until the final sales price has been determined, and therefore are included in the “Guarantor Subsidiaries” columns in the following condensed consolidating financial information. As a result, net assets of $48.0 million (consisting of $292.1 million of property and equipment, offset by $244.1 million of liabilities consisting primarily of deferred proceeds from the sale) and $116.4 million (consisting of $360.6 million of property and equipment, offset by $244.2 million of liabilities consisting primarily of deferred proceeds from the sale) as of September 30, 2009 and December 31, 2008, respectively, and a net loss (consisting primarily of depreciation expense) of $2.7 million and $8.9 million for the three and nine months ended September 30, 2009, respectively, and $4.0 million and $9.1 million for the three and nine months ended September 30, 2008, respectively, related to the mall and are being accounted for by the Guarantor Subsidiaries. These balances and amounts are not collateral for the Senior Notes and should not be considered as credit support for the guarantees of the Senior Notes.

     The condensed consolidating financial information of LVSC, the Guarantor Subsidiaries and the non-guarantor subsidiaries on a combined basis as of September 30, 2009 and December 31, 2008, and for the three and nine months ended September 30, 2009 and 2008, is as follows (in thousands):

Condensed Consolidating Balance Sheets
September 30, 2009

														Consolidating/
		Las Vegas				Guarantor				Non-Guarantor				Eliminating
		Sands Corp.				Subsidiaries				Subsidiaries				Entries				Total
Cash and cash equivalents		$	314			$	2,653,145			$	438,386			$	—			$	3,091,845
Restricted cash			—				6,936				222,155				—				229,091
Intercompany receivables			9,825				793,667				—				(803,492	)			—
Accounts receivable, net			1,450				119,714				255,744				(1,707	)			375,201
Inventories			1,897				11,388				12,868				—				26,153
Deferred income taxes, net			—				26,814				826				(4,635	)			23,005
Prepaid expenses and other			6,896				6,135				20,495				(564	)			32,962
Total current assets			20,382				3,617,799				950,474				(810,398	)			3,778,257
Property and equipment, net			143,427				3,846,095				8,966,584				—				12,956,106
Investments in subsidiaries			4,624,964				2,028,705				—				(6,653,669	)			—
Deferred financing costs, net			1,143				41,088				133,634				—				175,865
Intercompany receivables			37,494				64,046				—				(101,540	)			—
Intercompany notes receivable			115,123				515,847				—				(630,970	)			—
Deferred income taxes, net			41,456				—				199				(17,212	)			24,443
Leasehold interests in land, net			—				—				1,107,830				—				1,107,830
Other assets, net			2,517				29,552				198,488				—				230,557
Total assets		$	4,986,506			$	10,143,132			$	11,357,209			$	(8,213,789	)		$	18,273,058
Accounts payable		$	3,883			$	29,172			$	47,324			$	(1,707	)		$	78,672
Construction payables			—				18,206				766,215				—				784,421
Intercompany payables			140,634				—				662,858				(803,492	)			—
Accrued interest payable			2,094				374				9,363				—				11,831
Other accrued liabilities			34,717				154,353				501,681				—				690,751
Income taxes payable			—				—				564				(564	)			—
Deferred income taxes			4,635				—				—				(4,635	)			—
Current maturities of long-term debt			3,688				66,771				89,462				—				159,921
Total current liabilities			189,651				268,876				2,077,467				(810,398	)			1,725,596
Other long-term liabilities			46,628				9,976				20,274				—				76,878
Intercompany payables			—				—				101,540				(101,540	)			—
Intercompany notes payable			—				—				630,970				(630,970	)			—
Deferred amounts related to mall transactions			—				448,564				—				—				448,564
Deferred income taxes			—				17,212				—				(17,212	)			—
Long-term debt			328,123				4,773,135				6,503,218				—				11,604,476
Total liabilities			564,402				5,517,763				9,333,469				(1,560,120	)			13,855,514
Preferred stock issued to Principal Stockholder’s family			387,697				—				—				—				387,697
Total Las Vegas Sands Corp. stockholders’ equity			4,034,407				4,624,964				2,028,705				(6,653,669	)			4,034,407
Noncontrolling interest			—				405				(4,965	)			—				(4,560	)
Total equity			4,034,407				4,625,369				2,023,740				(6,653,669	)			4,029,847
Total liabilities and equity		$	4,986,506			$	10,143,132			$	11,357,209			$	(8,213,789	)		$	18,273,058