Bill Weidner - President and COO Rob Goldstein - SVP Brad Stone - SVP Sheldon Adelson - Chairman and CEO Scott Henry - SVP of Finance

Larry Klatzkin - Jefferies & Company Celeste Brown - Morgan Stanley Joseph Greff - JPMorgan Robin Farley - UBS Robert Vermillion - Axial Capital

Good evening, ladies and gentlemen. My name is Tina and I will be your conference operator today. At this time, I would like to welcome everyone to the Las Vegas Sands Corporation third quarter 2008 earnings conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator Instructions). I would now like to turn the conference to Mr. Bill Weidner, President and COO of Las Vegas Sands Corporation. Please go ahead sir.

Thank you, Tina. And good afternoon or good evening wherever it might be. I apologize for our delay in this afternoon's conference call, but there are several things coming together here at the last moment, and I wanted to make sure that we had filed the Q. And the press release is actually on its way. It will be there momentarily. I have confirmation that it's in the pipeline. But before I begin with what will be something of a longer conference call today because there's a lot of material to cover. I want to make sure that we're talking as it relates to forward-looking statements. Statements in this presentation that are not reported financial results or other historical information are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. They include for example, statements about our business outlook, assessment of market conditions, strategies, future plans, future sales, price assumptions or offerings at our facilities, leverage and debt service, capital spending, and tax rates. These forward-looking are not guarantees of future performance. They are based on management's expectations, and involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed or implied by the forward-looking statement. The risks and uncertainties relating to the forward-looking statements in this presentation include those described under the caption, risk factors, in Las Vegas Sands Corp's public filings and the Securities and Exchange Commission. The forward-looking statements contained in this presentation speak only as of today's date. Las Vegas Sands Corporation assumes no obligation to update this information. Well, today will be kind of an interesting conference call. It'll be slightly different from our others, and probably a bit more detailed. And we'll be looking at some forecasts here as part of our process. Our process, as we announced to the marketplace, we engaged Goldman Sachs in a capital raising transaction. We launched a transaction that looked to raise approximately $2 billion of new money. I'm pleased to say that we have commitments to raise about $2.144 billion of new money, including the over allotment, and that the transaction was oversubscribed. We are now in the midst of final pricing and expect to file a prospectus supplement either today or tomorrow. The Adelson family will be participating in this capital raise. The details will be in those prospectus and the supplement and any future press releases that will happen over the ensuing days. We expect to close this transaction by the end of the week. Our press release details a lot of information about the quarter overall. Some information will be contained in our presentation as we make it today, but what I want to try to do is try to give you an understanding of the changes to our plans, the capital raise and how it relates to those changes to our plans, and try to give you a full perspective of what we've been talking to investors about over approximately four days. We have revised the company's business plan in order to, as we call it, right size our global development project pipeline. We are prioritizing our capital expenditures and I'll go over four projects and their stats. First, the Marina Bay Sands in Singapore. Our intention is to complete the full project according to the original plan. It is a very important project for us. It's a terrific return on marginal invested capital. It's probably the most important project for the company, and this plan fully funds the development of the Marina Bay Sands. Second project I want to talk about is Sands Bethworks in Pennsylvania where we will modify our construction process here in order to complete the parking garage, the casino, and the support facilities for that casino. Other parts of the project will follow on as market conditions and as cash flow allow. We are also suspending temporarily our site five and six project in Macao. And we are pursuing a project financing with a major Chinese bank. We would intend to restart that process or that project as we secure the financing on a project basis there in Macao on sites five and six. We have slowed or indefinitely suspended our St. Regis condo tower here in Las Vegas. We are completing the podium of that building. The podium contains another mega club that's similar to TAO and LAVO that will be developed as part of the first portion of the project. Once, again, the tower will be indefinitely suspended. If market conditions change, then there is a condominium market, and things like that, we can revisit it, but for now, we're indefinitely suspending that. As I mentioned, we will continue to pursue project level financing for five and six, and Asia. And we would hope to close a transaction with a major Chinese in the next three to six months. The company will pursue opportunities in terms of non-core asset monetization and de-leveraging. Based on this plan, we will have built and operated, as we're operating now in Macao, approximately 1.2 million to 1.3 million square feet of mall space that is currently generating cash out of its rent rolls. And this project will finance the building of approximately 700,000 square feet of mall space in Singapore that will be completed somewhere late '09 or early '10. So, the plan itself to go over those four projects, Marina Bay Sands, Sands Bethworks, sites five and six, and in Macao for the St. Regis Tower will reduce capital expenditures on development plans for almost $1.8 billion over the cycle here. With that, I would like to turn to the third quarter's earnings updates and I'm going to turn it over, first of all to Rob Goldstein to talk about our Las Vegas results. And then Brad will then follow-up with our results in Macao. Rob?

Thank you, Bill. Las Vegas, Venetian and Palazzo combined third quarter was roughly $73 million. The big miss in Las Vegas related to whole percentage and table games of (inaudible) is about 13% on $480 million in drop and about 78 points beneath our expected range, which cost back $35 million or $40 million of revenue. Our slot handle was at $930.6 million, 6% or roughly 58.3 in slot handle. And our occupancy of both hotels was 93% at 218 ADR, RevPAR of 202. The challenge in Las Vegas continues to be not filling the rooms, but getting the right rate for the rooms. We are continuing to fight rate decline here in Las Vegas across the entire marketplace due to the economy and due to a decline in some of the more important segments. Those of you, who follow the company, know we've had great success in the past with convention and group segment. It has been beaten up a bit by the difficult economy. We have been successful in keeping our occupancies strong. We feel we can stay in the mid-90s, the question is can we drive the rate to the levels you want to get to? In the third quarter's a combination of pressures on the FIT wholesale segment, as well as pressure on the group segment and lack of group segment cancellation. On a go forward basis, Palazzo's ramping up and doing very well. It appears to be growing in the marketplace considerably. It is experiencing strong table games demand and growing our slot win as well. And we believe these two products combined are a very potent force in the marketplace. And they grow, as time goes on here in Las Vegas, we offer 7,000 plus hotel rooms and 10,000 restaurant seats in the Canyon Ranch Spa and major night clubs, and restaurants, and retail, etcetera. So, we think we are a very competitive product even in these difficult times. But again, the pressures in Las Vegas relate not to filling the hotel, but rather to issues relating to ADR. As you look forward to October, October we achieved once again $36 million of EBITDA cumulatively, both properties. Rate was $224 at 96% versus $297 last year in the same time, so obviously drop in ADR. We won $38 million in tables, held 25%. Our slots paid over $18 million and our banquets held up well. So, October, despite what is a very difficult economic environment, obviously in this country and others, we think our October numbers were reasonable in light of what happened in the world economy. November again is trading up pretty well. We're in the mid-90s thus far. We feel our business is staying firm. The biggest challenge in Las Vegas for all competitors and all operators in Las Vegas will continue to be rate. We think we'll do fine in occupancy. We think our table and slot win hold win hold up relatively well. And I think we can continue to grow those numbers. The issue for this hotel will be keeping our rates as high as we can get them. And that is the pressure on our numbers thus far.

Thanks, Rob. Brad, you want to pick up and talk about Macao?

Sure. Let's talk about Macao and obviously there's a lot of questions on Macao and the effect of the fees restrictions that were put on the individual visitation scheme. And really we have two different stories in Macao between the Sands property and the Venetian. We turn first to the Sands. We did $43 million of EBITDA in the third quarter. We were affected by about a little over 0.5% miss in our Rolling Chip program hold percentage. We calculate that cost us about $13 million, so more normalized EBITDA for that property would have been $56 million. What we're seeing at the Sands is continued challenge as competition comes onboard there. These restrictions hurt the Sands property more than the Venetian property and I think that's evidenced by what's happening with our volumes. Our Rolling volume is actually healthy. It increased from $6.3 billion last year to $7.3 billion this year. So, the volume was actually up nicely in that business. However, our Non-Rolling business, the higher margin business went from $812 million down to $652 million, so, about a 25% drop in terms of that business. So, we do see our challenges in terms of the revenues are staying up there, just the mix of revenues are not favorable to our EBITDA line. On the commission side, the rolling program, the commissions remain flat on a year-to-year basis. At the Sands, our challenges are to take that property and continue to reposition it, utilizing the assets we put in place in the latter part of last year, particularly the hotel, the club and other amenities and at the same time, as we've talked about on previous conference calls, we are in the process of initiating cost saving measures at both the Sands and the Venetian property and Macao, and we've accelerated those and are seeking to drive even higher cost savings than the $60 million or $70 million we have talked about on our previous calls. The Venetian Macao came in at $136 million of EBITDA, little bit of a different story there. Some very good operating metrics at that property, and I think if we were to talk about first visitation, a visitation in the third quarter averaged a record 72,000 people per day. That's up from about 56,000 in the second quarter. Ferry occupancy, as you know we started our ferry operations at the beginning of the year, they have been ramping up. In the third quarter, we were able to start running a half hour schedule. That added capacity and also at the same time made our service more competitive and we ran 60% in the third quarter. In October, we actually ran just under 65% and moved 502,000 passengers on our ferries during the month of October. After the first of the year, we will be adding more ferry capacity and moving to a 15 minute scheduled frequency that matches that of our competitors, the turbo jet operation. This is important for us for two standpoints. One, we will get added capacity, particularly during those peak periods, which we could sell several times over. At the same time, we will get a frequency that makes our service more competitive in terms of schedule, and schedules very important to the customer over there. As far as the individual businesses go within the Venetian, the Rolling Chip volume, I am going to talk now quarter-to-quarter because the comparison to the third quarter of last year, really don't make any sense. So, rather than talk about year-over-year, we will talk quarter-to-quarter. We were at $9.9 million of Rolling drop in the second quarter of this year, $9.8 million this year, so virtually flat. We set a record in the third quarter on our Non-Rolling business. We actually did $931 million of drop in the Non-Rolling program. That's the highest we have seen to-date, $50 million some over the first quarter, which is our next highest quarter, nice jump over the $852 million last year and our hold percentage on the both businesses were within our expected range. Our Rolling business, as I said they flat. Our commissions were approximately the same quarter-over-quarter. We didn't see any increase in commission's pressure as far as that goes. Handle, we came in at $550 million in slot handle. Again a record for us as we take the passenger counts and we take the visitation and translate that into, both into volume at the gaming floor. That was up from 23% from the prior quarter of $447 million. So, a nice growth there and a 18% increase in our win in that area. We also achieved record hotel occupancy in the third quarter, 92%. That's up from 80% in the second quarter. We are using a lot of those rooms promotionally. We are taking advantage, in fact we have a unique product, and rather than having the rooms go empty, we have up reached our the amount of rooms that we put out into the casino. And it's translated again into win again with $211 average rate. Group business was down as one would expect in the summer time period, but again we are pleased with the move so that the ability to drive the 92% occupancy. One thing I would note, quarter-over-quarter is we were down slightly in EBITDA from the previous quarter despite increased revenues. We had two things that affected us in the third quarter. First of all was a hit of roughly $8.5 million on the entertainment side. We had a major event; we sponsored the US Basketball Team for the Beijing Olympics. It was a long-term positioner for us and that cost us $3 million incremental cost and loss in the quarter in what we call the arena area. And also we started up the Cirque du Soleil show in the July timeframe and during that period, which was the rehearsal type shows, the preview type shows, we weren't able to drive the visitation to that show. Again we incurred costs that we weren't able to classify as pre-opening. So, we lost money there as well. So, about an $8 million, $8.3 million loss in the entertainment side. Additionally we started charging ourselves a different accounting methodology on the ferries, and we actually increased the cost of the ferries and our marketing costs about $8 million quarter-over-quarter. So, about $16 million roughly in adjustment quarter-over-quarter of expenses, we didn't occur in the second quarter of '08. At the Venetian itself, I think the thing we need to recognize there are two things. One, the same cost cutting we talked about in that they were taken place at the Sands is also taking place at the Venetian. As we take that property and mature it and learn more about the market and learn how to be more efficient in operating the hotel and the casino and that immense property, which of course is unique in all of Asia. So, that is going on. And additionally, I think in terms of the IVS scheme, I think we should state that we did a study at Macao University, and roughly 58% of the people on the casino floors in Macao in general are come out of the Mainland China. We said in the beginning that one of the strategies around the Cotai strip was to broaden the markets and appeal to more of an international visitor. And I think we have started to achieve that, I mean the occupancy on the (inaudible) per the same study was about 31%. We are much more dependent on Hong Kong and Taiwan and other international destinations than a majority of the operators, including our own Sands in Macao because of our hotel product and the size of that product, and the retail, et cetera, and the event setters. So, we are a bit insulated. While, certainly the Venetian was affected, and again, I think if you look quarter-to-quarter, performance would have been better had we not had to face the visa restrictions in the third quarter of '08. But, again, I think the good news is that the Venetian is more insulated than most in terms of its dependency on the Mainland customer, and thus the changes in the IBS visitation scheme.

Right, you mentioned the IBS scheme, and its effect on the third quarter. You mentioned that the ferries ran a little over 60% in the third quarter. How about October?

I mentioned that we were in about 65% occupancy and 502,000 passengers in the month of October. And again, we're seeing that business continue to ramp. What's amazing about that is, we also have a situation where the visa that was both a Hong Kong, Macao visa has temporarily been eliminated, and now you have to get a direct visa to both. So, it's kind of bucking the trend in terms of what you would expect based upon the visa restrictions.

Based on my math, we're up about 15.4% in passengers in October over the average for third quarter. Thanks Brad. Rob, you had a couple of other comments. Pardon me.

I apologize. We should mention here in Las Vegas we have an extensive cost cutting program underway. Starting in the third quarter of '08, our cumulative target is $100 million of reductions, and they range from things like FTE reductions that started quite a while back, programs, policies, procedures. And again, the cumulative result will end up in the second quarter of '09; will be about $100 million of cost savings. We think will insulate us if there's continued downturn on the revenue side, we still got a guarantee we can hit our projections on the EBITDA targets for '09.

When we talked to investors, Rob, we usually don't talk about forward-looking things and don't make forecasts. But in the interest of making sure we're broadly disseminating, we talked a bit about October and November, some of the metrics there.

Right.

Would you bring us up-to-date on that?

Yes, I think, we actually referenced them earlier. October was a good month I think relatively speaking of $36 million EBITDA, and ADR $224. Again, the issue was just the downturn in ADR versus October '07. Table drop held up pretty well, and we ended about $38 million, and slots at $18 million which is a nice growth year-to-year. Our banquet business held up well. And I think October, November indicates that with cost cutting, et cetera, the challenges will be the ADR, but perhaps, we can buffer that with our cost cutting programs.

Sorry fellows. I'm kind of rolling forward here. This is a catcher's catch.

Well, who didn't catch it that was a repeat one.

Sorry about that. One other thing that we wanted to talk about, and again, we do not normally give guidance, but as part of this process, we talked about our expected results in 2012. And on a forecast basis, we broke it down by property in terms of where we see ourselves. In 2012, we are forecasting somewhere in the area of $289 million of EBITDA out of the Venetian, Las Vegas. To give you an idea about where we are going here, the Venetian did $341 million in 2007 and $293 million in the last 12 months. By 2012, we see this market recovering. Obviously we see a trough in '09, and so we're being very judicious about how we are forecasting EBITDA in these ensuing months, particularly the coming 18 months. We're forecasting in 2012 to do about $258 million out of the Palazzo. Now the Palazzo has been ramping up and as Rob had mentioned, in the third quarter, we did about $44 million of EBITDA. Now, out of the Palazzo, the Palazzo held about 17% on an expectation of 18.5%. So, it is somewhat depressed, but we think that the Palazzo is ramping up nicely, and by 2012 should return to a $258 million run rate of EBITDA on our target for 2012. Sands Bethworks, we believe will generate over $150 million of EBITDA in 2012, discounting back to 2009, obviously lower than that as we're in 2009. We held the Sands Exhibition Center to be flat at $20 million of EBITDA. In Macao, we forecasted the Venetian Macao to run $625 million of EBITDA in target of 2012. That's in the last 12 months of 504, and then the last six months run rate--

That run rate of the last six months as we've added the ferries and put in certain programs and cost is about 552.

552 on an annualized run rate in the last six months. Sands Macao, we're forecasting to be essentially flat with our last 12 months of '08 at $239 million in 2012. We believe the Four Seasons Macao ramps to about $140 million in 2012. And the most important adjustment and thing that we were able to actually talk about is actually table capacity at the Marina Bay Sands in Singapore. We initially had forecast about a 600 table capacity there to take a very conservative approach when we initially bid. We have been allowed to now say that our plans for our table layouts could accommodate up to 1,000 tables, and the government has indicated that based on their approvals, 1,000 tables might be the capacity that we'd be able to operate under. That has had a significant impact on our forecast for 2012, and we forecast in 2012 to generate $1.259 billion of EBITDA out of the Singapore operation. With that, I want to turn it back over to Brad, so he can talk through how it is we arrived at that value.

Well, I mean for illustrative purposes, I mean one thing I think that people have to understand and recognize is the huge advantage of the tax regimen that we enjoy in Singapore versus that for perhaps, for example of Macao. We've just did some exercises where we took the last 12 months gaming win in Macao, which is approximately $2 billion at the Venetian Macao rather and looked at that tax affected rate. And if you look at what $2 billion in Macao yields, we have to pay $785 million in taxes against that $2 billion. For illustration purposes, we said that if we did the same $2 billion in Marina Bay Sands, and again with our number of tables and the duopoly, almost monopoly that we have in that jurisdiction, we feel we can exceed those numbers. The effective tax rate, when we blend the VIP mix of business and that of mass is about 17.3%. So, that's that jurisdiction against the same revenue, we would have paid $347 million in taxes. That's a difference in taxes of the EBITDA line on a Macao type number of $436 million just by itself. We talked about the fact that the run rate of the Venetian is about 552 over the last six months, but assuming we use the last 12 months during the ramp up period of Venetian, we did $504 million of EBITDA. And just the tax difference alone on the same exact gaming revenues would have made the difference of $436 million and you would have run if the Venetian were located in Singapore at $940 million of EBITDA in 2008. Now, there's more units in Singapore, you're in a monopoly. I think there are things that one has to understand about Singapore is while there's 31 casinos in Macao, there's only two in Singapore. Singapore has a very mature international infrastructure of hotel rooms. There's over 20,000 four and five star hotel rooms in Singapore, 40,000 rooms in total versus less than 10,000 four and five star hotel rooms in Macao. The resident population of Singapore is 4.6 million people, 70% of which are Chinese versus a population of 550,000 in Macao. I think what's important about that number, we're talking about people who don't need to get visas or go through customs or go through that in order to be right in the gaming jurisdiction. Probably the most important statistics, or one of the most important, is the fact that yet in 2007 there were 27 billion visitors to Macao. There were 10.3 million visitors to Singapore. And what you have here is kind of a phenomenon for those of you who have been covering gaming is what we always saw in Atlantic City and Las Vegas and that is Atlantic City would claim to have more visitations than Las Vegas, and that was true in terms of the visitations. But the difference was that people in Atlantic City stayed 1.1 day and they stayed 3.5 days in Las Vegas. So, you had many more visitor days in Las Vegas. Well, the same thing is true when you look at the Macao and Singapore statistics. The average overnight visitor in Macao stays 1.4 days, the average day trip visitor stays about 1.1 days. So, I think that blends out to just over 30 million visits when you take the four million or so overnight stays and multiply them out. Singapore meanwhile, and Bill has that number, is roughly 35 million to 36 million visitor days when you take the 10.3 million times 3.6, actually a little higher than that, almost 37.1million visitor days. So, actually, more visitor days to Singapore in 2007 than in Macao. So, we think it's a wonderful market. In our forecast, we looked out in 2012 and anticipate a 90% occupancy in our hotel there at a $260 ADR and currently five store hotels in Singapore year-to-date in '08 are running $278, so we're projecting $18 less four years from now in Singapore for a similar type hotel product. And again, we feel that mall based upon its rentals to date will generate an NOI in excess of $200 million or EBITDA in the area of $200 million. So, when you take the rooms, you take the mall, you take the number of units we're going to put on the floor, the very favorable tax regimen, we come up with a number that is in the range of $1.25 billion.

And that's in 2012.

And that's in the year 2012.

There is one other statistic that I want to make sure we distribute broadly here as we are speaking also to investors. Our forecast for sites five and six in Macao for 2012 estimate was about $533 million of EBITDA. So, with that I think we have covered our discussions fairly broadly on our current capital raise. We've discussed our third quarter results. And with that I will just open it up for questions for any member of our management team.

(Operator Instruction). Your first question comes from the line of Larry Klatzkin with Jefferies & Company. Larry Klatzkin - Jefferies & Company: Hey, guys. Could you guys go over just the prospects of regulatory changes in Macao over the next six months? Visa restrictions, tax rate, commission cap starting, more cities being added to the independent visas?

I was there most recently. I think what you have to look at there is the scheduled policy address to take place tomorrow, which is 3:30 in the afternoon Macao time. There is a major policy address to be given to the legislative council and on the next day there will be a question-and-answer period. The speculation is that there will be, they will address the issue of what we call taxes, what they call contribution to the Macao fund, focusing mainly on the 4%. They're talking about providing help to different companies in the Macao economy to guarantee loans at banks for different SMEs, small and medium enterprises. And other issues, including the consideration of when and how much they're going to announce the cap on the (inaudible) commission rights. So, we're not in a position to tell you, but the market will be in a position to know within in the next 48 hours.

I think there was a fairly broad communication of stimulus package in Mainland China itself. It was a pretty aggressive program of building roads and things in the rural area. Additionally, Wen Jiabao announced his support for the Hong Kong and the Macao economies. So, I think we'll be seeing, call it stimulus packages or economy improvement packages coming out of the SARs. And that would, this one for Macao would, as Sheldon mentioned coincide with the policy address, the biannual policy address that's scheduled tomorrow for the Chief Executive. Wen Jiabao, just after that they announced additional openings of IVS visitation schemes that would allow people from the capitals, the large city in the western part and kind of the mid-northwestern part of China, allowing them to access the IVS scheme and come more easily more often to Macao. There is also speculation about easing the current regulations related to Guangdong province as it relates to the IVS scheme. Larry Klatzkin - Jefferies & Company: All right. As far as convention pre-bookings, MGM had talked about they have more pre-bookings in '09 now than they did a year ago for '08. Any feel, Rob, for how convention bookings, advanced bookings are going?

In Las Vegas, how things are going bookings wise? Larry Klatzkin - Jefferies & Company: Yes.

Clearly the market is soft and we've had our number, all of our groups one by one by one through the balance of 2009. We've already seen cancellations are breaking into our projections. We're hoping for a recovery of that whole sector. Clearly there is two pressures. One is in FIT rates and wholesale rates in general. And two is on the overall group market, which is down year-on-year a few points. Obviously, we think that sector can recover. We're not talking about the car business or the financials, but perhaps we see growth in pharmaceuticals, we still see growth in insurance. There are some bright spots, but we project our numbers, Larry, to be some 30% of the mix will be group as opposed to our typical 40%, 42%, 43%. So, right now it's a little quiet, and I think we expected it to be with what's happening in the world today. But I think that will recovering, and it's a question of how long it takes.

I guess the only thing I'd add to that is that as we shed group rooms in place of either FIT, wholesale, or casino rooms, we do have the opportunity I think Bill, Rob mentioned this earlier of driving more gaming revenue. The group business does put a drag somewhat on our gaming revenues, and as rooms become available we still believe we'll run the high occupancies we've always run. We've never had a challenge filling this hotel. It's always been the challenge of what rate we get. And we'll make sure we utilize those rooms to drive as much other revenue that is perhaps the compromising the rate a little bit and the banquet business, and replacing it with gaming revenue.

Larry, I'd like to say coming from the convention business. Convention organizers normally see their longest radar encompasses the next event. So, if you have an annual or a semi-annual trade show, for an example, all they care about is the next show. So, if you're in a first half of one year and your show is in the second of the year, that's the time that they make a go or no go decision based upon economic conditions. If it's the following year, they wait till the second half. So, typically it's about six months away before a trade show and convention go or no go decisions are made. But I can tell you that their crystal ball only goes for the next show. So, if the next show is six months from here away, that's how far the crystal ball goes. And so, we're hoping, for instance the trade shows that are booked for a particular year, those that are not cancelled already will hold and those that have cancelled will certainly be looking for the alternate year that the second show to come. I have a piece. There was an article in one of the newspapers in Macao Daily News that talked about, no I don't have it. That talked about the government announcing yesterday that they were going to provide a package of relief to the market. But, I'm sorry, I can't find it. If I do find it before the call is over, I'll read off the short paragraph. Larry Klatzkin - Jefferies & Company: All right. As far as Four Seasons Apartments, when do you think you can start actually taking deposits and making non-refundable and really going forward?

We've taken expressions of interest deposit, but the actual description of the sales piece is supposed to be completed over the next few weeks. And in this quarter, we would anticipate actually taking non-refundable deposits and then flowing on into next year, and actually begin closing on units in third quarter of '09. Larry Klatzkin - Jefferies & Company: All right. And the General Read is, for some reason, you just can't make a go of it. You guys keep the $293 million and you can then just keep the income or resell it?

Did you say General Growth, Larry?

General Growth. Larry Klatzkin - Jefferies & Company: Yeah, General Growth I mean. General Growth, sorry.

Currently in the third quarter and the fourth quarter and then first half of '09, we have about $12 million of rents coming onboard. And we'll collect those rents and keep them if Growth can't form by them as they haven't. The [Yes Bar] bought those rents. So, we'll keep them subject to a possible buyer emerging for those assets. But if Growth sells them, that buyer will accept the commercial terms of the deal, which means we get some kind of a payment for those, at about, a six [cap], $200 million payment will be due us, offset by softness in the mall as obviously the retail market's difficult. So, there's a couple of hundred million dollars of opportunity there if in fact someone buys the assets from General Growth and they are marketing those assets as we speak.

Right now we're not counting and realizing any of those.

Right, we don't expect it, but it may happen. It's a possibility. Larry Klatzkin - Jefferies & Company: All right, last question which you probably won't answer. The $2.14 billion raise, is that equity form, debt form, or mix? Can you give us any hint at all what effect it may have on the stock?

Hold on. Pardon me? We've got to put you on hold for a second. Okay.

I don't think we can comment on that. We'll get the prospectus supplement out either today or tomorrow and you'll get the full details of the fund raise. Larry Klatzkin - Jefferies & Company: All right.

Larry, I did find that paper and I'm reading it. The Macao government, quote, "The Macao government proposed earlier that they may help to refloat the Las Vegas Sands Corporation if there is no opposite opinion from the public and if it is within their abilities" Larry Klatzkin - Jefferies & Company: All right. Well, good. I applaud them if they go ahead and do it.

Thanks, Larry, for your interest. Let's go ahead and let somebody else ask a question. Larry Klatzkin - Jefferies & Company: No, I'm done, I'm done.

Okay, thank you.

Your next question comes from the line of Celeste Brown with Morgan Stanley. Celeste Brown - Morgan Stanley: Hi, guys. Good evening. I don't know if you'll be able to answer my first question, but with the capital commitment that you discussed, and the cash in the balance sheet, I calculate you guys having around $3.6 billion of cash. Can you just talk about how you see your sources and uses over the next 12 to 18 months particularly given the delays and particularly given the $900 million you discussed cost to delays, sites five and six?

Costs to delay sites five and six, that's mostly construction in the pipeline. I think we quoted a total number of $881 million. That anticipates a full shut down of the project. There are some costs in there that anticipate that there are some contractual obligations that need to be paid out that don't manifest themselves in bricks or sticks or in elevators, or whatever other specialty items are in the pipeline. But most of that expenditure are on things that assumedly, when we restart, we actually use. If we are able to achieve a project financing, then a portion of that flows into that financing overall as part of the completion of the project. We had to take a worse case scenario here in this capital raise to make sure that we have plenty of capital to take us through '09 and on into mid '10 and beyond.

The first $400 million of that $800 million plus estimate is for work that's already been completed. So, there are three months of about 120 to 130 that are current payables. We should have characterized them as current payables as opposed to shutdown costs. But, there's a couple of hundred million dollars worth of equipment that's custom-made like escalators and elevators and curtain wall systems that you can't probably restock. There are probably also some centrifuges and chilling towers, cooling towers, whatever. Brad knows more about that than I do. I just know the language. Celeste Brown - Morgan Stanley: And then, can you discuss how you plan to use the rest of the cash? Will you repay some of your US credit facility? Or all the cash be going out to fund projects and then just keeping a cushion on your balance sheet? If you can talk about your proceeds, I don't know if the terms of your raise will allow you to do that at this point.

Certainly, the capital raise is to make sure that your covenant issues and things like that are not issues moving forward. So, the capital is to fund the new capital expenditure plan and to make sure that we have plenty of cash to be able to operate in what is going to be a difficult operating environment. We anticipate over the next 18 months anyway. So, it's a combination of uses. It's a fully funded plan that takes us from point A to point Z. Celeste Brown - Morgan Stanley: And then you'll be able to entirely fund Singapore as well with this capital?

Yes, that's the intention. Obviously we have a financing in place that we put up 25% of the equity each draw and then it is met with 75% of the cash to construct Singapore. But it would be a fully funded plan based on our plans. Celeste Brown - Morgan Stanley: Okay. Thank you.

Your next question comes from the line of Joseph Greff with JPMorgan. Joseph Greff - JPMorgan: Hey, guys. Question for you on your 2012 guidance, I guess we'll call it. Did you give a yearend 2012 debt number? And if you didn't could you give one?

Yes, we did. We talked about yearend gross debt and then net.

Joe, it's Scott. We've got a forecast a yearend growth total debt and this of course assumes, we don't sell any malls, we don't sell any assets like that other than the Four Seasons, a prior hotel unit. There's about $9.1 billion, net debt in that period is about $6.1 billion. Joseph Greff - JPMorgan: Okay.

And that doesn't include the sale of any retail. We have two retail malls that are up and operating today, as we speak on this conference call. One brings somewhere between $35 million and $45 million. I'm sorry I don't know the exact number. The other one brings in $130 million. So, for about $165 million, whatever the cap rate we can get on that. Now, clearly as the time goes by, we think the cap rates hopefully will improve or they may deteriorate. But these are trophy malls. They're one of a kind malls, and people that have heard about them or seen them, particularly the Four Seasons mall, they're extraordinarily impressed. We will be developing a mall on lots five and six when we get that done. And on Singapore, the mall will generate approximately $200 million to $230 million, somewhere in that category. If the rate we're signing up about half of the tenants now holds up, we'll have about somewhere between $200 million and $220 million, so they'll have debt of about $4 billion. So, if things get back to normal, we'll be able to sell that mall and essentially pay for the entire Singapore property. Joseph Greff - JPMorgan: Okay.

What's being missed here and talked about is the absence of people are just neglecting or forgetting a fundamental business strategy to build core, non-core properties. Sell up a non-core property; still keep the benefit of it. Like the mall as an attraction. One of the amenities and then pay off the financing. The estimates of 12 are certainly the most extraordinarily conservative estimates we've come up with. I don't know that there's anybody can accurately thread the needle on what's going to happen in four or five years from now, but we have to take some conservative approach, so the approach we take is extraordinarily conservative. Joseph Greff - JPMorgan: Sheldon, what was the aggressive forecast for Singapore then? 1.25 is conservative estimate.

Pardon me? Joseph Greff - JPMorgan: If 1.25 is a conservative estimate for Singapore, what was the aggressive higher base case for Singapore in 2012 EBITDA?

We didn't get beyond that. Joseph Greff - JPMorgan: Okay.

What we did was (inaudible) considering that they're approximately the same demographics in the marketplace, in the pertinent marketplace. We even put in a 1.35 junket rep commission schedule for a very high percentage of the gross income. I know that it looks like an aggressive program, but I tell you we've scrubbed those numbers six ways to Sunday and it's difficult to get it down. We know that we had to back up with some sort of experience, so we used the opening of the Sands, we matched the number of tables that are in the marketplace, both in Singapore against the Macao marketplace. And that's what we come up with. I know you're going to find it, somewhat may look aggressive, but we did our best. Joseph Greff - JPMorgan: Okay, great. And Scott, if you could help us out for 2008, 2009, 2010, 2011 project CapEx that would be helpful.

I'm sorry, Joe. 4Q, 2009? Joseph Greff - JPMorgan: Yes. Fourth quarter 2008, 2009, 2010, 2011 project CapEx, based on all these fund changes you announced this morning or this afternoon.

Okay, sure. Fourth quarter of 2008 spent about $1 billion of CapEx. You want the full year of '09? Is that what you're asking for, Joe? Joseph Greff - JPMorgan: Exactly, yeah.

We're not putting it out quarter-by-quarter, but it's about $2.6 billion in '09, including that shut down schedule for five and six, that Bill had indicated previously. And it's about $1.3 billion in 2010, which also captures some of those costs because they're strung out through the second quarter of 2010. Joseph Greff - JPMorgan: And is there anything in 2011?

2011, it's about $400 million. Joseph Greff - JPMorgan: Great.

Okay, which includes about $160 million of maintenance CapEx at that point. Joseph Greff - JPMorgan: Okay, great. And then one final question for Brad, going back to the Venetian Macao in the third quarter. Can you comment on the business or the direct verses the VIP business? Did you have much improvement on the direct side of things? I know it's one of the initiatives that we did talk about a quarter ago?

Yes, we've seen improvement in that business. I mean overall our volumes have stayed relatively flat. We are moving towards that. We are looking at issuing more credit in that region, particularly in Hong Kong and Taiwan. The business is ramping up relative to the other business, but junkets still play a dominant role. One of the things we are going to look to use the Four Seasons for is to especially once we open the Paiza mansions in the first quarter is to target that direct player. So, we've made some inroads, Joe, but we're nowhere near, where we want to be. Joseph Greff - JPMorgan: Great, thanks, guys.

Your next question comes from the line of Robin Farley with UBS. Robin Farley - UBS: Oh, great. Thanks. I had a couple of questions. First on Singapore, it sounds like you're still talking about late '09 opening, but it sounds like the entire project won't be opening in late '09. So, if you could just clarify what will be opening in that first phase? And how much capital is needed for that? And then you, it sounded like you said that the $2 billion in capital you've raised will cover Singapore as well. Do you mean it's just going to cover your 20% equity contribution and you will still need to get additional credit financing for that or does that cover the entire amount of the budget increase here that you're talking about?

The loan in Singapore funds as we fund our equity portion of it. So, we're only talking about the equity portion of what needs to be contributed to Singapore to complete Singapore. And by opening of Singapore, you're just talking about the difference; “it's about $0.5 billion total to the end”. But it's 400 and, something near $427 million by the time Singapore opens late '09, early '10.

That actually takes us through the first, the end of the first quarter of '10, Robin. Robin Farley - UBS: Okay. And then what parts will be opening in late '09 and what parts in 2010?

Well, we're anticipating opening in the late '09, early '10 timeframe is, I think we're going to get two of the towers open with the exception of the suites. We're roughly estimating for projection purposes about 1,000 rooms, hoping that'll be higher than that. A portion of the mall will be open under that scenario and the casino will be open under that scenario as well as the majority of the MICE space. We will open the rest of the rooms through the first into the second quarter. By the end of the second quarter we'd expect to have all the rooms online, the majority of the retail space available, of course, that's always subject to tenant fit out. And then moving probably into the third quarter of '09 would be the theaters and the art/science museum. So, when we opened the property, the majority of the physical, structural pieces and everything else would be in place. But as usual, fitting out a hotel, particularly suites will take place later on. SkyPark, which is a very complicated piece of course we don't get to it until we top off the buildings, would be open some time probably in the mid of the second quarter. So, the property will have its casino, a large array of rooms and restaurants, retail and most of the public spaces open when we open the facility at the end of '09, beginning of '10. Robin Farley - UBS: Okay.

And Robin, you asked a question about any remaining pieces from a financing perspective. The only piece that we're programming in is a little over US$300 million with FF&E financing, which we've targeted for the late in 2009, we've already started working with two providers for that. We had originally programmed in some bond financing as well, but we've taken that out of the program completely. And there is additional cushion in the program so that if we're not able to raise the full $300 million with FF&E financing, that we're still covered with the proceeds from the deal we just did. Robin Farley - UBS: Okay. So, you don't need to do additional, other than the $300 million FF&E, you will not need to do other capital raising for Singapore?

That's correct. Robin Farley - UBS: Okay, great. And then also, just to clarify on sites five and six in Macao, can you just clarify including these shutdown cost of $880 million and the receivables and all of that. Including that and understanding that some of that doesn't have to be paid out for a few quarters, but including that how much will you have spent has been at this point on sites five and six? And then how much would you need then at that point after that $880 million to complete that phase one?

The amount spent to-date is $1.158 billion.

That's been paid as of September.

As of September 30th.

And then a portion of that--

That 130 in October.

Well, about $400 million on top of that that we will spend as of the best part of this $881 million, we talked about. And then we would, with the number above that is--

Total is about $1.5 million, give or take.

Then on top of that would be about another, about approximately $1.7 million, $1.8 million to open the phase one of the property.

Does that make sense?

Close.

It's hard to determine exactly, Robin, because if the project actually is being suspended, it actually does go through a shutdown before we achieve the completion of the project financing, there are going to be startup costs, restart up costs as well, and we haven't determined exactly what those are yet. That's why the 10-Q reads the way it does.

And I'm assuming that we end up going to a suspension, but don't get termination. That's based on raising a project financing.

There's a difference in the contracts between suspension and termination. A suspension is we leave a lot of stuff there. And the contracts are still ongoing, but there's a hiatus for a certain period of time. We have up to a six-month extension. A termination of the work is to stop the project altogether. We are hopeful and we have a term sheet from the Chinese bank that amounts to somewhere between $500 million to $700 million out of an approximately $1.5 billion to $2 billion project finance. Now, if we can wrap that up and we can get help from the government as they say in this news article, or they just see that the parent company requirements have been satisfied and we might be able to get that, then we'll hardly miss a step. We're sending somebody who's sending a team. I was there through Thursday and Friday. I left there Friday, got back here Friday. And we're moving along quite aggressively. And we're hoping that we can solve that problem. The Macao government has encouraged the Chinese banks to go along with us, and we'll see over the next visit whether or not we get that. It could very well be we may not stop at all. We may not let's say suspend at all. But that's still to be determined. Robin Farley - UBS: Okay, great. Thank you.

By the way, we could also slow down as opposed to total suspension. Robin Farley - UBS: Okay. Great. And then just a last question, just to clarify. One of the projections you gave, just to make sure I got it right. Did you say that in 2012 the Venetian Macao, you're expecting to be, it sound that like it was about a $125 million higher than its current run rate. I don't know, if I heard it right and also are you assuming everything else in Macao in terms of competitor supply that's been announced? Are you assuming that's all finance that comes online as part of that 2012 projection?

I think the projection we talked about for 2012 was $625 million. I think we said earlier we certainly look as we ramp up the property. The last six months as we've been to mature, we're about $550 million plus of EBITDA in 2008.

On an annualized basis.

On an annualized basis, last two quarters. We see that with the ferry service being increasing, a lot of the competition's going to take place in our backyard at Cotai, which is City of Dreams perhaps five and six by then. And we see that only as positive for us. We think that establishes Cotai as a very strong district. We believe in critical mass and we don't see a whole lot other competition coming on in the Peninsula. There simply isn't very much land or places to do anything of any significance. So, we think the $625 million in 2012 as we're still ramping up the Venetian and we're running a $550 or so run rate over the last six months is an achievable number. Especially, as we put cost reductions in place, etcetera and we just learn to utilize the asset better.

And also, one point of clarification, Robin, I just want to make sure you didn't just something you had said earlier. I want to make sure you don't have the wrong impression. Of that $881 million for the fix and six, as Brad calls it draconian shutdown, suspension to shut down program. We don't get the $600 million of that until the end of the third quarter, okay of 2009. So, and Brad mentioned about $400 million of that is where we'd be by the end of the first quarter, okay of 2009. So, please don't assume that we spent $800 million in the next 60 days or the next 90 days. You have to assume that we don't get to that level until 2010, second quarter. Okay? Robin Farley - UBS: Okay, great. No, I realize that was spread out, but thank you for clarifying. Thanks.

Your next question comes from the line of [Robert Vermillion with Axial Capital]. Robert Vermillion - Axial Capital: Hi there. My question is for Sheldon regarding his $475 million convertible note. With respect to the new financing that's coming in, do you plan on exercising your investor rights agreement? Or the full ratchet to reprise or convert your note?

I'm afraid that the attorney’s testimony that I can't answer that question. Right now it'll be in the prospectus tomorrow. Robert Vermillion - Axial Capital: Okay. Thank you.

You're welcome.

There are no further questions at this time.

Well, thank you all for joining us today. Sorry for the a bit unusual nature of the call in that we're little late, but late breaking events interceded. Appreciate your attention and your time, and look forward to our next quarter to be talking more retrospectively about the quarter that we are in. And further clarification of our development plans going forward. Thank you once again for joining us today and we look forward to next quarter's call.

This concludes today's conference call. You may now disconnect.