1300514--3/2/2006--LAS_VEGAS_SANDS

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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 and cash flows. There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned facilities. Because we are currently dependent upon three properties in two markets for all of our cash flow, we will be 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. 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 certain actions. 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. We are currently in the development stage of several projects that are subject to a variety of contingencies that may ultimately prevent the realization of such plans. Risks Associated with Our Las Vegas Operations We face significant competition in Las Vegas which could materially adversely affect our financial condition, results of operations or cash flows. Some of our competitors have substantially greater resources and access to capital than we have and several of them are expanding or renovating their facilities. In addition, any significant downturn in the trade show and convention business would 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 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 Gaming 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. The construction and operation of The Palazzo could have an adverse effect on The Venetian. Our failure to substantially complete construction of the Phase II mall by an agreed-upon deadline will result in our having to pay substantial liquidated damages and cause an event of default under our debt instruments. If we are unable to maintain an acceptable working relationship with GGP and/or if GGP breaches any of its material agreements with us, there could be 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. Risks Associated with Our International Operations Conducting business in Macao has certain political and economic risks which may affect the financial condition, results of operations or cash flows of our Asian operations. We are required to build and open The Venetian Macao and a convention center by December 2007. Unless we meet this deadline or obtain an extension, we may lose our right to continue to operate The Sands Macao or any other facilities developed under the subconcession. We are constructing The Venetian Macao on land for which we have not yet been granted a concession. If we do not obtain a land concession, we could forfeit all or a part of our investment in the site and construction of The Venetian Macao and would not be able to open and operate that facility as planned. The Macao 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 Macao gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macao government exercises its redemption right in 2017. Our Macao operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows. The Macao government 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 Macao. We are dependent upon gaming junket operators for a significant portion of our gaming revenues in Macao. Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi. Certain 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 hired by its contractors under government labor quotas.

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1300514--3/2/2006--LAS_VEGAS_SANDS_CORP