1300514--3/1/2010--LAS_VEGAS_SANDS

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There are significant risks associated with our planned construction projects, which could have an adverse effect on our financial condition, results of operations or cash flows from these planned facilities. Because we are currently dependent primarily upon our properties in two markets for all of our cash flow, we are subject to greater risks than a gaming company with more operating properties or that operates in more markets. Our substantial debt could impair our financial condition, results of operations or cash flows. We will need to incur additional debt to finance our planned construction projects. The terms of our debt instruments may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions that may otherwise be in our best interests. Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future. We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer. We are controlled by a principal stockholder whose interest in our business may be different than yours. We are a parent company and our primary source of cash is and will be distributions from our subsidiaries. Our business is sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations or cash flows. We extend credit to a large portion of our customers and we may not be able to collect gaming receivables from our credit players. Any violation of the Foreign Corrupt Practices Act or applicable Anti-Money Laundering Regulation could have a negative impact on us. Risks Associated with Our U.S. Operations We face significant competition in Las Vegas, which could materially adversely effect our financial condition, results of operations or cash flows. In addition, any significant downturn in the trade show and convention business could significantly and adversely affect our mid-week occupancy rates and business. The loss of our gaming license or our failure to comply with the extensive regulations that govern our operations in any jurisdiction where we operate could have an adverse effect on our financial condition, results of operations or cash flows. Certain beneficial owners of our voting securities may be required to file an application with, and be investigated by, the Nevada Gaming Authorities, and the Nevada Commission may restrict the ability of a beneficial owner to receive any benefit from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found to be unsuitable. Certain beneficial owners of our voting securities may be required to file a license application with, and be investigated by, the Pennsylvania Gaming Control Board, the Pennsylvania State Police and other agencies. If the operating results of The Shoppes at The Palazzo continue to be less than we initially expected, if GGP (or any future owner of The Shoppes at The Palazzo or The Grand Canal Shoppes) breaches any of its material agreements with us, or if we are unable to maintain an acceptable working relationship with GGP (or any future owner), there could be a material adverse effect on our financial condition, results of operations or cash flows. Proposed changes in U.S. tax legislation could impact the Company s financial condition and results of operations. Risks Associated with Our International Operations Conducting business in Macau and Singapore has certain political and economic risks which may effect the financial condition, results of operations or cash flows of our Asian operations. We are constructing our remaining Cotai Strip projects on land for which we have not yet been granted concessions. If we do not obtain land concessions, we could forfeit all or a substantial part of our investment in these sites and would not be able to build or operate the planned facilities on these sites. We are required to build and open our developments on parcel 3 of the Cotai Strip by April 2013. Unless we meet this deadline or obtain an extension, we may lose our land concession for parcel 3, which would prohibit us from operating any facilities development under such land concession. Our revised development plan may give certain of our hotel managers for our Cotai Strip developments the right to terminate their agreements with us. The Macau government can terminate our subconcession under certain circumstances without compensation to us, which would have a material adverse effect on our financial condition, results of operations or cash flows. We will stop generating any revenues from our Macau gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macau government exercises its redemption right. The number of visitors to Macau, particularly visitors from mainland China, may decline or travel to Macau may be disrupted. Our Macau operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows. The Macau and Singapore governments could grant additional rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations or cash flows. We may not be able to attract and retain professional staff necessary for our existing and future properties in Macau and our operations in Singapore. We are dependent upon gaming junket operators for a significant portion of our gaming revenues in Macau. Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi. Certain Nevada gaming laws apply to our planned gaming activities and associations in other jurisdictions where we operate or plan to operate. We may not be able to monetize some of our real estate assets. VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas. The transportation infrastructure in Macau may need to be expanded to meet increased visitation in Macau. We are currently not required to pay corporate income taxes on our casino gaming operations in Macau. This tax exemption expires at the end of 2013. Macau is susceptible to severe typhoons that may disrupt operations. Our Singapore concession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our financial condition, results of operations or cash flows. An outbreak of highly infectious disease could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

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1300514--3/1/2010--LAS_VEGAS_SANDS_CORP