Las Vegas Sands (LVS) 10-Q 2005 Q2 Quarterly report

UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005

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

For the Transition period from _______________ to ________________

Commission File Number   333-42147

LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its charter)

Nevada	27-0099920
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3355 Las Vegas Boulevard South
Las Vegas, Nevada	89109
(Address of principal executive offices)	(Zip Code)

(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.
[X] Yes [   ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [   ]Yes [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 10, 2005

Class	Outstanding at August 10, 2005
Common Stock, $0.001 par value	354,160,692 shares

	LAS VEGAS SANDS CORP.
	Table of Contents
	Part I
	FINANCIAL INFORMATION
Item 1	Financial Statments (unaudited)
	Condensed Consolidated Balance Sheets at June 30, 2005 and December 31, 2004	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2005 and June 30, 2004	2
	Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2005 and June 30, 2004	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operation	24
Item 3	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4	Controls and Procedures	44
	Part II
	OTHER INFORMATION
Item 1	Legal Proceedings	45
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 4	Submission of Matters to a Vote of Security Holders	46
Item 5	Other Information	47
Item 6	Exhibits	48
	Signatures	49

LAS VEGAS SANDS CORP.

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)

	June 30, 2005			December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	650,194		$	1,294,898
Restricted cash and cash equivalents		20,879			20,528
Accounts receivable, net		66,386			56,582
Inventories		8,769			8,010
Deferred income taxes		35,592			13,311
Prepaid expenses		13,683			11,797
Total current assets		795,503			1,405,126
Property and equipment, net		2,093,013			1,756,090
Deferred offering costs, net		34,933			52,375
Restricted cash and cash equivalents		361,776			356,946
Deferred income taxes		8,446			425
Other assets, net		31,985			30,516
	$	3,325,656		$	3,601,478
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	54,021		$	33,383
Construction payables		92,801			87,376
Construction payables-contested		7,232			7,232
Accrued interest payable		6,850			9,187
Other accrued liabilities		177,124			170,518
Current maturities of long-term debt		56,442			304,864
Total current liabilities		394,470			612,560
Other long-term liabilities		8,125			9,033
Deferred gain on sale of Grand Canal Shops		69,861			71,593
Deferred rent from Grand Canal Shops transaction		106,613			107,227
Long-term debt		1,330,108			1,485,064
		1,909,177			2,285,477
Stockholders’ equity:
Common stock, $.001 par value, 1,000,000,000 shares authorized,
354,168,780 and 354,160,692 shares issued and outstanding		354			354
Capital in excess of par value		963,622			956,385
Deferred compensation		(300	)		—
Retained earnings		452,803			359,262
		1,416,479			1,316,001
	$	3,325,656		$	3,601,478

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

1

LAS VEGAS SANDS CORP.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Revenues:
Casino	$	274,808		$	133,889		$	540,594		$	228,597
Rooms		83,983			79,230			170,060			164,597
Food and beverage		34,698			33,026			78,187			65,681
Retail and other		24,354			33,273			52,808			73,489
		417,843			279,418			841,649			532,364
Less-promotional allowances		(19,022	)		(12,761	)		(39,034	)		(26,521	)
Net revenues		398,821			266,657			802,615			505,843
Operating expenses:
Casino		146,546			61,945			278,499			98,536
Rooms		20,227			18,676			41,342			38,717
Food and beverage		17,879			17,338			38,844			32,831
Retail and other		13,723			15,232			28,099			31,275
Provision for doubtful accounts		782			3,448			4,168			6,692
General and administrative		48,214			39,799			93,987			76,192
Corporate expense		6,620			3,203			17,502			5,704
Rental expense		3,682			2,442			7,387			5,096
Pre-opening expense		504			8,502			504			16,345
Development expense		5,562			2,226			10,737			2,762
Depreciation and amortization		21,097			16,856			41,062			32,383
(Gain)/loss on disposal of assets		(158	)		125			1,005			149
Gain on sale of Grand Canal Shops		—			(418,222	)		—			(418,222	)
		284,678			(228,430	)		563,136			(71,540	)
Operating income		114,143			495,087			239,479			577,383
Other income (expense):
Interest income		7,133			638			14,527			1,094
Interest expense, net of amounts capitalized		(17,969	)		(32,464	)		(45,052	)		(65,291	)
Other expense		(1,291	)		—			(1,291	)		(9	)
Loss on early retirement of debt		(4,166	)		(1,371	)		(137,000	)		(1,371	)
Income before income taxes		97,850			461,890			70,663			511,806
(Provision) benefit for income taxes		(11,421	)		—			22,878			—
Net income	$	86,429		$	461,890		$	93,541		$	511,806
Basic earnings per share	$	0.24		$	1.42		$	0.26		$	1.58
Diluted earnings per share	$	0.24		$	1.42		$	0.26		$	1.57
Dividends declared per share	$	—		$	—		$	—		$	0.33
Weighted average shares outstanding:
Basic		354,160,692			324,658,394			354,160,692			324,658,394
Diluted		354,795,833			325,040,683			354,853,970			325,040,683
Pro forma data
(reflecting change in tax status):
Net income before income taxes				$	461,890					$	511,806
Provision for income taxes					(162,255	)					(179,771	)
Net income				$	299,635					$	332,035
Pro forma net income per share of
common stock (reflecting change in tax status):
Basic				$	0.92					$	1.02
Diluted				$	0.92					$	1.02

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

2

LAS VEGAS SANDS CORP.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

	Six Months Ended
	June 30,
	2005			2004
Cash flows from operating activities:
Net income	$	93,541		$	511,806
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		41,062			32,383
Amortization of debt offering costs and original issue discount		5,010			4,524
Amortization of deferred revenue		(2,346	)		(573	)
Deferred rent from Grand Canal Shops transaction		—			109,220
Loss on early retirement of debt		137,000			1,371
Loss on disposal of assets		1,005			148
Gain on sale of Grand Canal Shops		—			(418,222	)
Provision for doubtful accounts		4,168			6,692
Changes in operating assets and liabilities:
Accounts receivable		(13,972	)		(9,453	)
Inventories		(759	)		(99	)
Prepaid expenses		(1,886	)		(6,468	)
Deferred income taxes		(22,878	)		—
Other assets		(1,469	)		(8,062	)
Accounts payable		20,638			5,330
Accrued interest payable		(2,337	)		192
Other accrued liabilities		26,750			4,793
Net cash provided by operating activities		283,527			233,582
Cash flows from investing activities:
Proceeds from sale of Grand Canal Shops, net of transaction costs		—			649,568
Change in restricted cash		(5,181	)		108,055
Increase in receivables from stockholders		—			(557	)
Capital expenditures		(373,565	)		(236,093	)
Net cash provided by (used in) investing activities		(378,746	)		520,973
Cash flows from financing activities:
Dividends paid to shareholders		(21,052	)		(107,909	)
Repayments on 11% mortgage notes		(843,640	)		(6,360	)
Proceeds from 6.375% senior notes, net of discount		247,722			—
Repayments on secured mall facility		—			(120,000	)
Repayments on senior secured credit facility-term A-prior		—			(3,333	)
Repayments on senior secured credit facility-term B-prior		—			(1,250	)
Proceeds from senior secured credit facility-term B		305,000			—
Proceeds from phase II mall construction loan		10,500			—
Repayments on Venetian Macao senior secured notes-tranche A		(75,000	)		—
Repayments on Venetian Macao senior secured notes-tranche B		(45,000	)		—
Proceeds from Macao revolver		—			10,000
Proceeds from Venetian Intermediate credit facility		—			10,000
Repayments on FF&E credit facility		(600	)		(600	)
Repayments on Interface Nevada note payable		—			(3,187	)
Repayments on Interface mortgage note payable		(2,448	)		—
Repurchase premiums incurred in connection with refinancing transactions		(113,311	)		—
Transaction costs, initial public offering		(487	)		—
Payments of debt offering costs		(11,169	)		(227	)
Net cash used in financing activities		(549,485	)		(222,866	)
Increase (decrease) in cash and cash equivalents		(644,704	)		531,689
Cash and cash equivalents at beginning of period		1,294,898			152,793
Cash and cash equivalents at end of period	$	650,194		$	684,482
Supplemental disclosure of cash flow information:
Cash payments for interest	$	51,494		$	63,216
Payment of dividends included in accrued liablities	$	21,052		$	—
Property and equipment asset acquisitions included in construction
accounts payable	$	92,801		$	59,132
Property and equipment acquisitions included in accounts payable dividends	$	—		$	7,892
Deferred gain on sale of Grand Canal Shops	$	—		$	77,217
Decrease in other assets related to Grand Canal Shops sale	$	—		$	13,569
Non cash tax benefit from stock option exercises included in deferred income taxes	$	7,424		$	—

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

3

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY

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 the Company for the year ended December 31, 2004. 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 addition, certain amounts in the 2004 financial statements have been reclassified to conform to the 2005 presentation. 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 interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.

Las Vegas Sands Corp. (“LVSC”) was incorporated in Nevada during August 2004 and completed an initial public offering of its common stock on December 20, 2004. Immediately prior to the initial public offering LVSC acquired 100% of the capital stock of Las Vegas Sands, Inc. The acquisition of Las Vegas Sands, Inc. by LVSC has been accounted for as a reorganization of entities under common control, in a manner similar to pooling-of-interests. LVSC is traded on the NYSE under the symbol LVS. On July 28, 2005, Las Vegas Sands, Inc. was converted into a Nevada limited liability company and changed its name to Las Vegas Sands, LLC.

Las Vegas Properties

LVSC and its subsidiaries (collectively, the “Company”) own and operate the Venetian Hotel Resort Casino (the “Venetian Casino Resort”), a Renaissance Venice-themed resort situated on the Las Vegas Strip (the “Strip”). The Venetian Casino Resort is located across from The Mirage and the Treasure Island Hotel and Casino. The Venetian Casino Resort includes the first all-suites hotel on the Strip with 4,027 suites (the “Hotel”); a gaming facility of approximately 116,000 square feet (the “Casino”); an enclosed retail, dining and entertainment complex of approximately 446,000 net leasable square feet (“The Grand Canal Shops” or the “Mall”), which was sold to a third party in 2004; a meeting and conference facility of approximately 650,000 square feet (the “Congress Center”); and an expo and convention center of approximately 1,150,000 square feet (the “Sands Expo Center”). The Company has begun design and construction work and has completed demolition and clearing on the site of the Palazzo Casino Resort (the “Palazzo” or the “Palazzo Casino Resort”), a second resort similar in size to the Venetian Casino Resort, which will be situated on a 14-acre site situated adjacent to the Venetian Casino Resort and the Sands Expo Center and across Sands Boulevard from the Wynn Las Vegas Resort. The Palazzo is expected to open during mid-2007. The Palazzo is expected to consist of an all-suite, 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 375,000 square feet, which we have already pre-sold to a third party (the “Phase II Mall”), and additional meeting and conference space of approximately 450,000 square feet. The Palazzo Casino Resort project is expected to cost approximately $1.6 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million.

4

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY (Continued)

Macao Projects

We also own and operate the Sands Macao, a Las Vegas-style casino in Macao. We opened the Sands Macao on May 18, 2004. In addition to the Sands Macao, we are also constructing the Venetian Macao Hotel Resort Casino (the “Venetian Macao Resort”), an all-suites hotel, casino, and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006, and invest, or cause to be invested, at least 4.4 billion Patacas (approximately $527.7 million at exchange rates in effect on June 30, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations but we will need an extension of the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession. In addition, we expect to break ground in September 2005 on an expansion of the Sands Macao that will enhance the size and scope of the property and increase gaming capacity by more than 65 percent. Construction of the Venetian Macao is moving along according to plan and we have decided to build out all 3,000 rooms in the initial phase, instead of the previously announced 1,500 rooms. We also plan to build a 400 room luxury hotel under the Four Seasons brand, which will also include approximately 600 serviced apartment units and over 100,000 square feet of retail space. We are also master planning two additional 3,000 room hotels, to be built in multiple phases, with serviced apartments and a combined 450,000 square feet of retail space across the Cotai Strip™ from the Venetian Macao. We will own these properties and operate them under internationally recognized third party hotel brands. We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well.

Subsidiaries

The consolidated financial statements include the accounts of LVSC and its subsidiaries (the “Subsidiaries”), including Las Vegas Sands, LLC, formerly known as Las Vegas Sands, Inc. (“Las Vegas Sands Opco”), Venetian Casino Resort, LLC (“Venetian”), Interface Group-Nevada, Inc. (“Interface”), Interface Employee Leasing, LLC, Mall Intermediate Holding Company, LLC (“Mall Intermediate”), Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc., Venetian Hotel Operations, LLC (“Mall Construction”), Las Vegas Sands (Wolverhampton) Limited, Las Vegas Sands (Stoke City) Limited, Las Vegas Sands (Sunderland City) Limited, Las Vegas Sands (Ibrox) Limited, Las Vegas Sands (Sheffield) Limited, Las Vegas Sands (Murrayfield) Limited, Las Vegas Sands (Reading) Limited, Las Vegas Sands (UK) Limited, Lido Intermediate Holding Company, LLC (“Lido Intermediate”), Lido Casino Resort Holding Company, LLC, Lido Casino Resort, LLC (the “Phase II Subsidiary”), Lido Casino Resort MM, Inc., Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Venetian Transport, LLC (“Venetian Transport”), Venetian Venture Development, LLC (“Venetian Venture”), Venetian Venture Development Intermediate Limited, Venetian Venture Development Intermediate I, Venetian Venture Development Intermediate II, Venetian Global Holdings Limited, Venetian Macao Finance Company, VI Limited, Venetian Macao Limited (“Venetian Macao”), Venetian Cotai Limited, Venetian Marketing, Inc. (“Venetian Marketing”), Venetian Far East Limited, Venetian Operating Company, LLC (“Venetian Operating”), Venetian Resort Development Limited, World Sourcing Services Limited, Sands Garden City Pte. Ltd., Marble Works, LLC, Yona Venetian, LLC, V-HK Services Limited, Venetian Zhuhai Development Limited, VI Limited and TK Las Vegas, LLC (collectively, and including all other direct and indirect subsidiaries of LVSC, the “Company”). Each of LVSC and the Subsidiaries is a separate legal entity and the assets of each such entity are intended to be available only to the creditors of such entity, except to the extent of guarantees on indebtedness.See “Note 4 – Long-Term Debt.”

5

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 – ORGANIZATION AND BUSINESS OF COMPANY (Continued)

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which supersedes FASB Opinion No. 25, “Accounting for Stock Issued to Employees”. This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after January 1, 2006. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on January 1, 2006 using a Black-Scholes model. Under the Black-Scholes model, we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation cost for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future financial statements.

NOTE 2 – STOCKHOLDERS' EQUITY AND PER SHARE DATA

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2005	2004	2005	2004
Weighted-average common shares
outstanding (used in the calculation
of basic earnings per share)	354,160,692	324,658,394	354,160,692	324,658,394
Potential dilution from stock options and restricted stock	635,141	382,289	693,278	382,289
Weighted-average common and common
equivalent shares (used in the calculations
of diluted earnings per share)	354,795,833	325,040,683	354,853,970	325,040,683

6

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 – STOCKHOLDERS' EQUITY AND PER SHARE DATA (Continued)

A summary of the status of the Company’s stock option plan is presented below:

Six Months Ended June 30, 2005	Shares			Weighted Average Exercise Price
Outstanding at the beginning		3,170,105		$	21.67
Granted		22,820			47.16
Exercised		(931,115	)		5.64
Terminated		(122,600	)		29.00
Outstanding at end of period		2,139,210		$	28.98
Exercisable at end of period		53,207		$	1.02

The Company has elected to follow Accounting Principles Board Opinion No. 25 “Accounting For Stock Issued to Employees” and accounts for its stock-based compensation to employees using the intrinsic value method. Under this method, compensation expense is the difference between the market value of the Company’s stock and the stock option’s exercise price at the measurement date. Under APB 25, if the exercise price of the stock options is equal to or greater than the market price of the underlying stock on the date of grant, no compensation expense is recognized.

Had the Company accounted for the plan under the fair value method allowed by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company’s net income, and earnings per share would have been adjusted to the following pro forma amounts (dollars in thousands, except per share data):

	Three Months Ended June 30, 2005			Three Months Ended June 30, 2004		Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
Net income, as reported	$	86,429		$	461,890	$	93,541		$	511,806
Less: Stock-based employee
compensation expense determined
under the Black Scholes option-
pricing model, net of tax		(818	)		—		(1,624	)		—
Pro forma net income	$	85,611		$	461,890	$	91,917		$	511,806
Basic earnings per share, as reported	$	0.24		$	1.42	$	0.26		$	1.58
Basic earnings per share, proforma	$	0.24		$	1.42	$	0.26		$	1.58
Diluted earnings per share, as reported	$	0.24		$	1.42	$	0.26		$	1.57
Diluted earnings per share, proforma	$	0.24		$	1.42	$	0.26		$	1.57

The estimated grant date fair value of options granted during the three and six months ended June 30, 2005 was $19.49 per share and was computed using the Black Scholes option-pricing model with the following weighted average assumptions: risk free interest rate of 3.86%; no expected dividend yields; expected volatility of 35.29% and expected life of 6 years.

7

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3 – PROPERTY AND EQUIPMENT

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

	June 30, 2005			December 31, 2004
Land and land improvements	$	200,792		$	170,056
Building and improvements		1,271,453			1,239,291
Equipment, furniture, fixtures and leasehold improvements		326,491			297,287
Construction in progress		605,193			319,640
		2,403,929			2,026,274
Less: accumulated depreciation and amortization		(310,916	)		(270,184	)
	$	2,093,013		$	1,756,090

During the three and six month periods ended June 30, 2005 and the three and six month periods ended June 30, 2004, the Company capitalized interest expense of $5.0 million, $9.1 million, $1.2 million, and $2.4 million, respectively.

NOTE 4 – LONG-TERM DEBT

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

	June 30, 2005			December 31, 2004
Indebtedness of the Company and its Subsidiaries
other than the Macao Subsidiaries:
11% Mortgage Notes	$	—		$	843,640
Senior Secured Credit Facility - Term B		970,000			665,000
FF&E Credit Facility		11,400			12,000
Interface Mortgage Loan		96,840			99,288
6.375% Senior Notes (net of oringinal issue discount of $2,190)		247,810			—
Phase II Mall Construction Loan		10,500			—
Indebtedness of the Macao Subsidiaries:
Venetian Macao Senior Secured Notes - Tranche A		—			75,000
Venetian Macao Senior Secured Notes - Tranche B		—			45,000
Venetian Intermediate Credit Facility		50,000			50,000
		1,386,550			1,789,928
Less: current maturities		(56,442	)		(304,864	)
Total long-term debt	$	1,330,108		$	1,485,064

8

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 – LONG-TERM DEBT (Continued)

2005 Refinancing Transactions

On June 4, 2002, the Company issued $850.0 million in aggregate principal amount of 11.0% mortgage notes due 2010 (the “11% Mortgage Notes”) and on August 20, 2004, Las Vegas Sands Opco and Venetian entered into a $1.010 billion Senior Secured Credit Facility (the “Prior Senior Secured Credit Facility”).

On February 1, 2005, the Company completed the exercise of an equity claw back under the 11% Mortgage Notes indenture pursuant to which the Company retired $291.1 million of the 11% Mortgage Notes and paid $32.0 million of redemption premiums with the proceeds from its initial public offering.

On February 10, 2005, the Company sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% Senior Notes due 2015 (the “Senior Notes”) with an original issue discount of $2.3 million. Net proceeds after offering costs and original issue discount were $244.8 million. The Company, the subsidiary guarantors (including Las Vegas Sands Opco and Venetian) and the initial purchasers of the Senior Notes also entered into a registration rights agreement. Under the registration rights agreement, the Company and each subsidiary guarantor granted certain exchange and registration rights to the holders of the Senior Notes. On July 21, 2005, the Company completed an exchange offer to exchange the 6.375% Senior Notes for a new series of 6.375% Senior Notes with substantially the same terms that were registered under the Securities Act of 1933.

On February 22, 2005, Las Vegas Sands Opco and Venetian entered into the Senior Secured Credit Facility (the “Senior Secured Credit Facility”), which amended and restated their $1.010 billion Prior Senior Secured Credit Facility. The Senior Secured Credit Facility consists of a $970.0 million funded term loan (the “Term B Facility”), a $200.0 million Term B Delayed Draw Facility available until August 20, 2005 and a $450.0 million revolving credit facility (the “Revolving Facility”). As of June 30, 2005, no amounts have been drawn under either the Term B Delayed Draw Facility or the Revolving Facility. Las Vegas Sands Opco has guaranteed borrowings under a $50.0 million credit facility of its wholly owned subsidiary, Venetian Intermediate, to fund construction and development costs of the Macao Casino. These guarantees are supported by $50.0 million of letters of credit that were issued under the Revolving Facility. As a result of the issuance of these letters of credit, the amount available for working capital loans under the Revolving Facility is $400.0 million as of June 30, 2005.

On February 22, 2005, Las Vegas Sands Opco and Venetian repurchased $542.3 million in aggregate principal amount of their 11% Mortgage Notes pursuant to a tender offer plus a make-whole premium and accrued interest of $90.3 million, with proceeds from the Senior Notes offering, initial public offering, cash on hand and proceeds from the Senior Secured Credit Facility. On March 24, 2005, Las Vegas Sands Opco and Venetian redeemed the remaining $10.2 million aggregate principal amount of the outstanding 11% Mortgage Notes plus a make-whole premium and accrued interest of $1.7 million with cash on hand.

On May 23, 2005, the Company utilized existing cash to retire the $120.0 million Venetian Macao Senior Secured Notes. The Company incurred a charge of $4.2 million for loss on early retirement of indebtedness during the second quarter of 2005 as a result of retiring the Venetian Macao Senior Secured Notes.

The indebtedness under the Senior Secured Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries (the “Guarantors”). The obligations under the Senior Secured Credit Facility and the guarantees of the Guarantors are secured by a first-priority security interest in substantially all of the Company’s and Guarantors’ assets, other than capital stock. Borrowings under the term loan facilities and revolving loan facilities bear interest, at the Company’s option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a spread of 1.75% or 0.75%, respectively, which spreads will decrease by 0.25% if the loans achieve a rating of Ba2 or higher by Moody’s and BB or higher by S&P subject to certain additional conditions. The Senior Secured Credit Facility contains certain covenants and events of default customary for such financings. The average interest rate for the Senior Secured Credit Facility was 4.7% during the six months ended June 30, 2005.

9

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Construction Litigation

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

The construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. (“Bovis”) pursuant to a construction management agreement, as amended. Bovis’ obligations were guaranteed by its corporate parent companies. In 1999, Venetian Casino Resort, LLC filed a complaint against Bovis in the United States District Court for the District of Nevada relating to the construction of the Venetian Casino Resort. In response, Bovis filed a complaint against Venetian Casino Resort, LLC in the District Court of Clark County, Nevada (the “State Court Action”). Commencing in 2000, the construction manager and we engaged in certain arbitration proceedings ordered by the federal court. Pursuant to agreement between the parties, certain claims brought by Bovis relating to infrastructure for the Palazzo, which is currently under construction (the “Lido Claims”), were severed from the State Court Action and are scheduled for trial in January 2006.

In connection with these disputes, Bovis and its subcontractors filed certain mechanics liens against the Venetian Casino Resort. We have purchased surety bonds for virtually all of the claims underlying these liens. As a result, there can be no foreclosure of the Venetian Casino Resort in connection with the claims of the construction manager and its subcontractors. However, we will be required to pay or immediately reimburse the bonding company if and to the extent that the underlying claims are judicially determined to be valid. It is likely to take a significant amount of time for their validity to be judicially determined.

We have purchased an insurance policy for loss coverage in connection with all litigation relating to the construction of the Venetian Casino Resort (the “Insurance Policy”). Under the Insurance Policy, we will self-insure the first $45.0 million of covered losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to the next $80.0 million. Approximately $29.0 million of the $80.0 million of policy limits has been utilized to date in connection with the litigation, primarily for defense costs. The Insurance Policy provides coverage (subject to certain exceptions) for amounts determined in the construction litigation to be owed to Bovis, and lien claims of, or acquired by, Bovis as well as any defense costs. The principal exclusions from coverage are lien claims of Bovis’ subcontractors directly against us (“Direct Claims”) and Lido Claims. However, up to $36.5 million in Direct Claims and $8.5 million in Lido Claims can be applied to satisfaction of the $45.0 million self-insured retention under the Insurance Policy.

After trial in the State Court Action, the jury awarded Bovis approximately $44.0 million in damages and awarded us approximately $2.0 million in damages. We have filed a notice of appeal to the Nevada Supreme Court.

Notwithstanding the entry of judgment in the State Court Action, we have continued to pursue certain claims in the federal court ordered arbitration proceedings, which we believe may provide a basis for reducing the amount awarded to Bovis in the State Court Action. Because of the magnitude of the remaining open items in the federal arbitration proceedings, which we believe must be considered in any ultimate award between the parties, the magnitude of the Direct Claims, the payment of which we contend should reduce the amount awarded to Bovis in the State Court Action, and the issues raised on appeal; we are not able to determine with any reasonable certainty the value of the entirety of these claims or the probability of success on these claims at this time. Accordingly, no accrual for a liability has been reflected in the accompanying financial statements for this matter, other than approximately $7.2 million, which we had previously accrued for unpaid construction costs and which have not yet been paid pending outcome of the litigation.

10

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

Based on the judgment in the State Court Action and the remaining open items in the federal arbitration proceedings, the Direct Claims and the Lido Claims, we estimate that our range of loss in this matter, before the benefit of the approximately $51 million of the remaining policy limits under the Insurance Policy, is from zero (or under certain circumstances a gain) to $114.6 million.

The low end of the range assumes all remaining matters are determined in our favor, including a reversal of the jury award to Bovis by the Nevada Supreme Court following our appeal and considers the existing accrual of approximately $7.2 million for unpaid construction costs.

The high end of the range assumes that (i) we lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and that are not already included in the State Court Action; (ii) we are not permitted to offset against the State Court Action award amounts we pay for Direct Claims consisting of interest and attorneys’ fees, but we are permitted to offset the remaining amounts of the Direct Claims; and (iii) we lose the entire disputed Lido Claim. Substantially all of our attorneys’ fees and costs related to the defense and prosecution of claims arising out of this matter are being paid by the Insurance Policy.

There are three ways the state court judgment may change before it can be executed on by Bovis. First, if we are successful in proving our remaining claims in the federal court ordered arbitrations, the arbitration credit awards, in total, could, in our opinion, offset up to $28.0 million of the verdict. Second, we believe that certain elements of the verdict should be preempted because they are duplicative of items ordered to arbitration by federal court before the state court jury trial began. It is our position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 2004 hearing, the state court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations. Third, any amounts of principal and interest which we are obligated to pay to Bovis’ sub-contractors as a result of the Direct Claims for which we do not receive indemnity from Bovis should, in our opinion, be offset against principal and interest awarded in the state court judgment.

From the summer of 2000 to the present, we actively defended approximately 25 Direct Claims lawsuits in Nevada State Court brought by various Bovis sub-contractors, which brought claims directly against us for monies due the sub-contractors from Bovis as permitted by Nevada lien law, pre- and post-judgment interest on such amounts and related claims. Five Direct Claim trials ended in judgments in favor of the sub-contractors in the aggregate amounts of approximately $17.2 million including awarded interest, costs and attorneys’ fees, but not inclusive of post judgment interest which continues to accrue, but if paid, should be deductible from any post judgment interest due Bovis on its judgment. We are appealing all of these judgments. We cannot predict the outcomes of our appeals at this time. Our costs of appeal are being paid by the Insurance Policy and payments, if any, we make following the conclusion of the appeals will be credited toward our self-insured retention under the Insurance Policy, along with other payments relating to Direct Claims, up to an aggregate of $36.5 million.

A number of additional Direct Claims are scheduled for trial in the next 12 months. We intend to vigorously defend against each of these claims and cannot predict the outcomes of these matters at this time. Our defense costs in these matters are being paid by the Insurance Policy. In May 2005, we attempted to settle a Direct Claim brought by Midwest Drywall Company, one of the sub-contractors. The settlement was conditioned upon the Bovis state court trial judge agreeing to offset the principal and interest payments made by us to Midwest against the Bovis jury award and interest thereon, respectively, in the State Court Action. The judge denied the offset based on Bovis’ arguments that the offset was premature and the settlement did not go forward.

11

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (Continued)

Bovis has made claims against us (the previously mentioned Lido Claims) for approximately $16.0 million for loans made to us, and for work allegedly performed, in connection with construction of the Palazzo resort, plus related interest and attorneys’ fees. Bovis has recently made an offer of judgment in connection with its claims under which Bovis would accept $13.5 million in full settlement of all of the Lido Claims. We dispute the size and characterization of the claims and dispute that interest or fees are due in connection therewith. We intend to vigorously defend against these claims at trial.

Because of the possibility of offsetting credits that may be awarded in the arbitrations described above and the elimination of duplicative claims through the substitution of arbitration awards, and/or payments in connection with the Direct Claims in the State Court Action verdict and the pendency of various appeals, no single amount within our estimated range of any loss from this matter can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to our results of operations in the period that the estimate is recorded.

Litigation Relating to Macao Casino

The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.

In October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands Opco, Sheldon Adelson, and William 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 Macao resort operations to the plaintiffs as well as other related claims. We intend to defend this matter vigorously. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. On May 17, 2005, the plaintiffs filed an amended complaint. The defendants responded with a motion to dismiss for failure to state a claim upon which relief can be granted. Other than the motion to dismiss, there is currently no pending activity in the matter. This action is in a preliminary stage and the Company’s legal counsel is currently not able to determine the probability of the outcome of this action.

Other Litigation

The Company is involved in other litigation 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 position, results of operations or cash flows.

12

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 – SEGMENT INFORMATION

The Company reviews the results of operations based on the following distinct segments, which are the Venetian Casino Resort on the Las Vegas Strip, the Sands Expo Center in Las Vegas, and the Sands Macao in Macao. The Company’s segments are based on geographic locations (Las Vegas and Macao) or on the type of business (casino resort or convention operations). The Company’s segment information is as follows for the three and six month periods ended June 30, 2005 and 2004 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Net Revenues
Venetian Casino Resort	$	180,360		$	189,963		$	390,265		$	409,964
Expo Center		13,388			16,606			32,221			35,791
Macao Casino		205,073			60,088			380,129			60,088
Total net revenues	$	398,821		$	266,657		$	802,615		$	505,843
Adjusted EBITDA(1)
Venetian Casino Resort	$	63,151		$	79,928		$	150,357		$	181,054
Expo Center		3,777			4,937			11,490			12,538
Macao Casino		80,840			22,912			148,442			22,912
Total adjusted EBITDA		147,768			107,777			310,289			216,504
Other Operating Costs and Expenses
Corporate expense		(6,620	)		(3,203	)		(17,502	)		(5,704	)
Depreciation and amortization		(21,097	)		(16,856	)		(41,062	)		(32,383	)
Gain (loss) on disposal of assets		158			418,097			(1,005	)		418,073
Pre-opening expenses		(504	)		(8,502	)		(504	)		(16,345	)
Development expense		(5,562	)		(2,226	)		(10,737	)		(2,762	)
Total operating income		114,143			495,087			239,479			577,383
Other Non-operating Costs and Expenses
Interest expense, net of amounts capitalized		(17,969	)		(32,464	)		(45,052	)		(65,291	)
Interest income		7,133			638			14,527			1,094
Other expenses		(1,291	)		—			(1,291	)		(9	)
Loss on early retirement of debt		(4,166	)		(1,371	)		(137,000	)		(1,371	)
Benefit (provision) for income taxes		(11,421	)		—			22,878			—
Net income	$	86,429		$	461,890		$	93,541		$	511,806

(1) Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, pre-opening and development expenses, other income or expense and loss on early retirement of debt. Adjusted EBITDA is used by management as the primary measure of operating performance of its properties and to compare the operating performance of its properties with those of its competitors.

13

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 – SEGMENT INFORMATION (Continued)

	Six Months Ended June 30,
	2005		2004
Capital Expenditures
Venetian Casino Resort	$	52,772	$	68,479
Expo Center		294		321
Macao Projects		148,311		129,883
Palazzo		172,188		37,410
Total capital expenditures	$	373,565	$	236,093

	June 30,		December 31,
	2005		2004
Total Assets
Las Vegas Sands Corp.	$	333,689	$	744,927
Venetian Casino Resort		1,899,470		2,065,307
Expo Center		75,309		76,278
Macao Projects		584,205		455,249
Palazzo		432,983		259,717
Total consolidated assets	$	3,325,656	$	3,601,478

NOTE 7 – INCOME TAXES

Reconciliation of the statutory federal income tax rate and the Company’s effective tax rate for the three and six months ended June 30, 2005 is as follows:

	Three Months Ended June 30, 2005		Six Months Ended June 30, 2005
Statutory federal income tax rate	35.00	%	35.00	%
Nondeductible losses of foreign subsidiary (UK)	0.25	%	1.38	%
Nondeductible losses of foreign subsidiary (Alderney)	0.06	%	0.65	%
Other permanent differences	0.66	%	1.39	%
Tax exempt income of foreign subsidiary (Macao)	(24.15	)%	(62.30	)%
Tax effect of net operating loss recognition relate
to loss on early retirement of debt	(0.15	)%	(8.50	)%
Effective tax rate (benefit)	11.67	%	(32.38	)%

14

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

LVSC is the obligor of the Senior Notes. Las Vegas Sands Opco, Venetian, Mall Intermediate, Lido Intermediate, Venetian Venture, Venetian Transport, Venetian Marketing, Venetian Operating and Phase II Subsidiary (collectively, the “Guarantor Subsidiaries”) have jointly and severally guaranteed the Senior Notes on a full and unconditional basis.

Separate financial statements and other disclosure concerning each of Las Vegas Sands Opco, Venetian and the Guarantor Subsidiaries are not presented below because management believes that they are not material to investors. The following information represents the summarized financial information of Las Vegas Sands Corp. the Guarantor Subsidiaries of the Senior Notes, and the non-guarantor subsidiaries on a combined basis as of December 31, 2004 and June 30, 2005, and for the three and six month periods ended June 30, 2005 and June 30, 2004. In addition, certain amounts in the 2004 information have been reclassified to conform to the 2005 presentation.

15

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS
June 30, 2005

	Las Vegas Sands Corp.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	313,169	$	184,762	$	152,263		$	—		$	650,194
Restricted cash and cash equivalents		—		1,201		19,678			—			20,879
Intercompany receivable		—		35,079		4,379			(39,458	)		—
Accounts receivable, net		117		63,100		3,169			—			66,386
Notes receivable		70,307		—		—			(70,307	)		—
Inventories		—		7,668		1,101			—			8,769
Deferred income taxes		9,097		25,888		607			—			35,592
Prepaid expenses		393		7,870		5,420			—			13,683
Total current assets		393,083		325,568		186,617			(109,765	)		795,503
Property and equipment, net		—		1,542,947		550,066			—			2,093,013
Investment in subsidiaries		1,269,300		306,209		—			(1,575,509	)		—
Deferred offering costs, net		1,357		28,968		4,608			—			34,933
Restricted cash and cash equivalents		—		361,776		—			—			361,776
Deferred income taxes		9,556		285		(1,395	)		—			8,446
Other assets, net		—		24,533		7,452			—			31,985
	$	1,673,296	$	2,590,286	$	747,348		$	(1,685,274	)	$	3,325,656
Accounts payable	$	—	$	13,141	$	40,880		$	—		$	54,021
Construction payables		—		44,224		48,577			—			92,801
Construction payables-contested		—		7,232		—			—			7,232
Intercompany payables		1,863		—		37,595			(39,458	)		—
Accrued interest payable		6,154		232		464			—			6,850
Other accrued liabilities		990		92,836		83,298			—			177,124
Notes payable		—		—		70,307			(70,307	)		—
Current maturities of long-term debt		—		2,400		54,042			—			56,442
Total current liabilities		9,007		160,065		335,163			(109,765	)		394,470
Other long-term liabilities		—		181,921		2,678			—			184,599
Long-term debt		247,810		979,000		103,298			—			1,330,108
		256,817		1,320,986		441,139			(109,765	)		1,909,177
Stockholders' equity		1,416,479		1,269,300		306,209			(1,575,509	)		1,416,479
	$	1,673,296	$	2,590,286	$	747,348		$	(1,685,274	)	$	3,325,656

16

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS
December 31, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Consolidating/ Eliminating Entries			Total
Cash and cash equivalents	$	744,927	$	388,338		$	161,633	$	—		$	1,294,898
Restricted cash and cash equivalents		—		1,193			19,335		—			20,528
Intercompany receivable		—		39,268			4,801		(44,069	)		—
Accounts receivable, net		—		54,887			1,695		—			56,582
Inventories		—		6,945			1,065		—			8,010
Deferred income taxes		—		13,000			311		—			13,311
Prepaid expenses		—		7,510			4,287		—			11,797
Total current assets		744,927		511,141			193,127		(44,069	)		1,405,126
Property and equipment, net		—		1,361,749			394,341		—			1,756,090
Investment in subsidiaries		576,293		425,784			—		(1,002,077	)		—
Deferred offering costs, net		—		41,609			10,766		—			52,375
Restricted cash and cash equivalents		—		356,946			—		—			356,946
Redeemable Preferred Interest in Venetian		—		—			255,154		(255,154	)		—
Deferred income taxes		—		(31	)		456		—			425
Other assets, net		—		23,829			6,687		—			30,516
	$	1,321,220	$	2,721,027		$	860,531	$	(1,301,300	)	$	3,601,478
Accounts payable	$	—	$	21,495		$	11,888	$	—		$	33,383
Construction payables		—		37,431			49,945		—			87,376
Construction payables-contested		—		7,232			—		—			7,232
Intercompany payables		5,219		—			38,850		(44,069	)		—
Accrued interest payable		—		8,087			1,100		—			9,187
Other accrued liabilities		—		109,859			60,659		—			170,518
Current maturities of long-term debt		—		292,940			11,924		—			304,864
Total current liabilities		5,219		477,044			174,366		(44,069	)		612,560
Other long-term liabilities		—		184,836			3,017		—			187,853
Redeemable Preferred Interest in
Venetian Casino Resort, LLC
a wholly owned subsidiary		—		255,154			—		(255,154	)		—
Long-term debt		—		1,227,700			257,364		—			1,485,064
		5,219		2,144,734			434,747		(299,223	)		2,285,477
Stockholders' equity		1,316,001		576,293			425,784		(1,002,077	)		1,316,001
	$	1,321,220	$	2,721,027		$	860,531	$	(1,301,300	)	$	3,601,478

17

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED STATEMENT OF OPERATIONS
For the three months ended June 30, 2005

	Las Vegas Sands Corp.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	73,719		$	201,089		$	—		$	274,808
Rooms		—			82,981			1,002			—			83,983
Food and beverage		—			28,574			6,853			(729	)		34,698
Retail and other		3,554			5,997			15,618			(815	)		24,354
Total revenues		3,554			191,271			224,562			(1,544	)		417,843
Less promotional allowances		(287	)		(13,448	)		(5,287	)		—			(19,022	)
Net revenues		3,267			177,823			219,275			(1,544	)		398,821
Operating expenses:
Casino		—			38,711			107,835			—			146,546
Rooms		—			20,116			111			—			20,227
Food and beverage		—			14,649			3,285			(55	)		17,879
Retail and other		—			7,112			7,500			(889	)		13,723
Provision for doubtful accounts		—			659			123			—			782
General and administrative		—			33,417			15,397			(600	)		48,214
Corporate expense		6,619			—			1			—			6,620
Rental expense		—			3,308			374			—			3,682
Pre-opening expense		—			504			—			—			504
Development expense		147			2,283			3,132			—			5,562
Depreciation and amortization		—			13,850			7,247			—			21,097
Loss (Gain) on disposal of assets		—			(165	)		7			—			(158	)
		6,766			134,444			145,012			(1,544	)		284,678
Operating income (loss)		(3,499	)		43,379			74,263			—			114,143
Other income (expense):
Interest income		2,766			4,110			2,281			(2,024	)		7,133
Interest expense, net of amounts capitalized		(4,073	)		(10,507	)		(5,413	)		2,024			(17,969	)
Other expense		—			(1,220	)		(71	)		—			(1,291	)
Loss on early retirement of debt		—			—			(4,166	)		—			(4,166	)
Gain from equity investment in subsidiaries		89,999			66,859			—			(156,858	)		—
Income before income taxes		85,193			102,621			66,894			(156,858	)		97,850
Income tax benefit (provision)		1,236			(12,622	)		(35	)		—			(11,421	)
Net income	$	86,429		$	89,999		$	66,859		$	(156,858	)	$	86,429

18

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED STATEMENT OF OPERATIONS
For the three months ended June 30, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—	$	76,246		$	57,643		$	—		$	133,889
Rooms		—		79,230			—			—			79,230
Food and beverage		—		31,768			2,305			(1,047	)		33,026
Retail and other		—		11,176			22,638			(541	)		33,273
Total revenues		—		198,420			82,586			(1,588	)		279,418
Less promotional allowances		—		(12,761	)		—			—			(12,761	)
Net revenues		—		185,659			82,586			(1,588	)		266,657
Operating expenses:
Casino		—		32,977			29,025			(57	)		61,945
Rooms		—		18,676			—			—			18,676
Food and beverage		—		15,303			2,495			(460	)		17,338
Retail and other		—		6,405			9,656			(829	)		15,232
Provision for doubtful accounts		—		3,448			—			—			3,448
General and administrative		—		29,882			9,917			—			39,799
Corporate expense		—		2,894			551			(242	)		3,203
Rental expense		—		1,883			559			—			2,442
Pre-opening expense		—		56			8,446			—			8,502
Development expense		—		(445	)		2,671			—			2,226
Depreciation and amortization		—		13,556			3,300			—			16,856
(Gain)/loss on disposal of assets		—		(12	)		137			—			125
Gain on sale of Grand Canal Shops		—		(418,222	)		—			—			(418,222	)
		—		(293,599	)		66,757			(1,588	)		(228,430	)
Operating income		—		479,258			15,829			—			495,087
Other income (expense):
Interest income		—		497			1,280			(1,139	)		638
Interest expense, net of amounts capitalized		—		(28,347	)		(5,256	)		1,139			(32,464	)
Loss on early retirement of debt		—		(224	)		(1,147	)		—			(1,371	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort LLC		—		(7,150	)		7,150			—			—
Gain from equity investment in subsidiaries		461,890		17,856			—			(479,746	)		—
Net income	$	461,890	$	461,890		$	17,856		$	(479,746	)	$	461,890

19

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 2005

	Las Vegas Sands Corp.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—		$	168,467		$	372,127		$	—		$	540,594
Rooms		—			168,410			1,650			—			170,060
Food and beverage		—			64,775			15,090			(1,678	)		78,187
Retail and other		6,641			11,371			36,689			(1,893	)		52,808
Total revenues		6,641			413,023			425,556			(3,571	)		841,649
Less promotional allowances		(511	)		(27,247	)		(11,276	)		—			(39,034	)
Net revenues		6,130			385,776			414,280			(3,571	)		802,615
Operating expenses:
Casino		—			79,620			198,879			—			278,499
Rooms		—			41,185			157			—			41,342
Food and beverage		—			31,805			7,135			(96	)		38,844
Retail and other		—			13,729			16,645			(2,275	)		28,099
Provision for doubtful accounts		—			4,045			123			—			4,168
General and administrative		—			64,682			30,505			(1,200	)		93,987
Corporate expense		17,411			—			91			—			17,502
Rental expense		—			6,607			780			—			7,387
Pre-opening expense		—			504			—			—			504
Development expense		147			4,090			6,500			—			10,737
Depreciation and amortization		—			26,790			14,272			—			41,062
Loss on disposal of assets		—			998			7			—			1,005
		17,558			274,055			275,094			(3,571	)		563,136
Operating income (loss)		(11,428	)		111,721			139,186			—			239,479
Other income (expense):
Interest income		5,589			8,473			4,050			(3,585	)		14,527
Interest expense, net of amounts capitilized		(6,285	)		(30,722	)		(11,630	)		3,585			(45,052	)
Other expense		—			(1,220	)		(71	)		—			(1,291	)
Loss on early retirement of debt		—			(132,834	)		(4,166	)		—			(137,000	)
Gain from equity investment in subsidiaries		94,259			125,831			—			(220,090	)		—
Income before income taxes		82,135			81,249			127,369			(220,090	)		70,663
Income tax benefit (provision)		11,406			13,010			(1,538	)		—			22,878
Net income	$	93,541		$	94,259		$	125,831		$	(220,090	)	$	93,541

20

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED STATEMENT OF OPERATIONS
For the six months ended June 30, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Revenues:
Casino	$	—	$	170,954		$	57,643		$	—		$	228,597
Rooms		—		164,597			—			—			164,597
Food and beverage		—		65,223			2,305			(1,847	)		65,681
Retail and other		—		21,586			53,297			(1,394	)		73,489
Total revenues		—		422,360			113,245			(3,241	)		532,364
Less promotional allowances		—		(26,521	)		—			—			(26,521	)
Net revenues		—		395,839			113,245			(3,241	)		505,843
Operating expenses:
Casino		—		69,605			29,025			(94	)		98,536
Rooms		—		38,717			—			—			38,717
Food and beverage		—		30,801			2,495			(465	)		32,831
Retail and other		—		11,701			21,855			(2,281	)		31,275
Provision for doubtful accounts		—		6,692			—			—			6,692
General and administrative		—		61,420			14,772			—			76,192
Corporate expense		—		5,554			551			(401	)		5,704
Rental expense		—		3,705			1,391			—			5,096
Pre-opening expense		—		965			15,380			—			16,345
Development expense		—		—			2,762			—			2,762
Depreciation and amortization		—		26,928			5,455			—			32,383
Loss on disposal of assets		—		12			137			—			149
Gain on sale of Grand Canal Shops		—		(418,222	)		—			—			(418,222	)
		—		(162,122	)		93,823			(3,241	)		(71,540	)
Operating income		—		557,961			19,422			—			577,383
Other income (expense):
Interest income		—		908			2,318			(2,132	)		1,094
Interest expense, net of amounts capitalized		—		(56,411	)		(11,012	)		2,132			(65,291	)
Other expense		—		—			(9	)		—			(9	)
Loss on early retirement of debt		—		(224	)		(1,147	)		—			(1,371	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort LLC		—		(14,300	)		14,300			—			—
Gain from equity investment in subsidiaries		511,806		23,872			—			(535,678	)		—
Net income	$	511,806	$	511,806		$	23,872		$	(535,678	)	$	511,806

21

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2005

	Las Vegas Sands Corp.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash provided by (used in) operating activities	$	(75,666	)	$	93,891		$	265,302		$	—		$	283,527
Cash flows from investing activities:
Change in restricted cash		—			(4,838	)		(343	)		—			(5,181	)
Capital expenditures		—			(202,193	)		(171,372	)		—			(373,565	)
Capital contributions to subsidiaries		(598,570	)		(9,846	)		—			608,416			—
Dividend from Yona Venetian, LLC		—			40,009			—			(40,009	)		—
Net cash used in investing activities		(598,570	)		(176,868	)		(171,715	)		568,407			(378,746	)
Cash flows from financing activities:
Transaction cost, initial public offering		(487	)		—			—			—			(487	)
Dividends paid to shareholders		—			(21,052	)		—			—			(21,052	)
Capital contribution from Las Vegas Sands Corp.		—			558,570			40,000			(598,570	)		—
Capital contribution from Venetian Casino Resort LLC		—			—			9,846			(9,846	)		—
Dividend to Las Vegas Sands, Inc.		—			—			(40,009	)		40,009			—
Repayments on 11% mortgage notes		—			(843,640	)		—			—			(843,640	)
Proceeds from 6.375% senior note, net of discount		247,722			—			—			—			247,722
Proceeds from senior secured credit facility-term B		—			305,000			—			—			305,000
Proceeds from phase II mall construction loan		—			—			10,500			—			10,500
Repayments on Venetian Macao senior secured notes-tranche A		—			—			(75,000	)		—			(75,000	)
Repayments on Venetian Macao senior secured notes-tranche B		—			—			(45,000	)		—			(45,000	)
Repayments on FF&E credit facility		—			(600	)		—			—			(600	)
Repayments on Interface mortgage note payable		—			—			(2,448	)		—			(2,448	)
Repurchase premiums incurred in connection with refinancing     transactions		—			(113,311	)		—			—			(113,311	)
Payments of debt offering costs		(1,401	)		(9,755	)		(13	)		—			(11,169	)
Net change in intercompany accounts		(3,356	)		4,189			(833	)		—			—
Net cash provided by (used in) financing activities		242,478			(120,599	)		(102,957	)		(568,407	)		(549,485	)
Decrease in cash and cash equivalents		(431,758	)		(203,576	)		(9,370	)		—			(644,704	)
Cash and cash equivalents at beginning of period		744,927			388,338			161,633			—			1,294,898
Cash and cash equivalents at end of period	$	313,169		$	184,762		$	152,263		$	—		$	650,194

22

LAS VEGAS SANDS CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2004

	Las Vegas Sands Corp.		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating/ Eliminating Entries			Total
Net cash provided by operating activities	$	—	$	96,495		$	137,087		$	—		$	233,582
Cash flows from investing activities:
Proceeds from sale of Grand Canal Shops,
net of transaction costs		—		649,568			—			—			649,568
Change in restricted cash		—		8			108,047			—			108,055
Notes receivable from stockholders		—		(15	)		(542	)		—			(557	)
Capital expenditures		—		(67,532	)		(168,561	)		—			(236,093	)
Capital contributions to subsidiaries		—		(57,362	)		—			57,362			—
Net cash provided by (used in) investing activities		—		524,667			(61,056	)		57,362			520,973
Cash flows from financing activities:
Dividends paid to shareholders		—		(107,909	)		—			—			(107,909	)
Capital contribution from Venetian Casino Resort LLC		—		—			57,362			(57,362	)		—
Repayments on 11% mortgage notes		—		(6,360	)		—			—			(6,360	)
Repayments on secured mall facility		—		—			(120,000	)		—			(120,000	)
Repayments on senior secured credit facility-term A		—		(3,333	)		—			—			(3,333	)
Repayments on senior secured credit facility-term B		—		(1,250	)		—			—			(1,250	)
Proceeds from Macao revolver		—		—			10,000			—			10,000
Proceeds from Venetian Intermediate credit facility		—		—			10,000			—			10,000
Repayments on FF&E credit facility		—		(600	)		—			—			(600	)
Repayments on Interface Nevada note payable		—		—			(3,187	)		—			(3,187	)
Payments of debt offering costs		—		(37	)		(190	)		—			(227	)
Net change in intercompany accounts		—		11,583			(11,583	)		—			—
Net cash used in financing activities		—		(107,906	)		(57,598	)		(57,362	)		(222,866	)
Increase in cash and cash equivalents		—		513,256			18,433			—			531,689
Cash and cash equivalents at beginning of period		—		102,603			50,190			—			152,793
Cash and cash equivalents at end of period	$	—	$	615,859		$	68,623		$	—		$	684,482

23

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements, and the notes thereto and other financial information included in this Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements.See “—Special Note Regarding Forward–Looking Statements.”

General

We own and operate the Venetian Casino Resort and the Sands Expo Center in Las Vegas, Nevada and the Sands Macao in Macao, China. We are also developing two other casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Venetian Macao Resort in Macao, China.

We currently offer hotel, gaming, dining, entertainment, retail, and spa and other amenities at the Venetian Casino Resort, convention and trade show space at the Sands Expo Center in Las Vegas and gaming, dining and VIP suites at the Sands Macao. Approximately 40.3% of our gross revenues at the Venetian Casino Resort in the first six months of 2005 were derived from gaming and 40.3% was derived from hotel rooms. The percentage of gaming revenue for the Venetian Casino Resort reflects the resort’s emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods. Approximately 95.1% of the Sands Macao’s gross revenue in the first six months of 2005 was derived from gaming activities with the remainder derived from food and beverage services.

Las Vegas Projects

Our Palazzo Casino Resort is currently under construction and is expected to open during mid-2007. The Palazzo Casino Resort project is expected to cost approximately $1.6 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million. In addition, we expect tenants will make significant additional capital expenditures to build out stores and restaurants in the Palazzo Casino Resort. On August 20, 2004, we entered into the $1.010 billion Prior Senior Secured Credit Facility to, among other things, finance the Palazzo Casino Resort construction costs. On February 22, 2005, we entered into the Senior Secured Credit Facility, which amended the Prior Senior Secured Credit Facility and increased the size of the facility to $1.620 billion. In addition, on September 30, 2004, we entered into a $250.0 million Phase II Mall Construction Loan to fund a portion of the Phase II Mall construction costs.See “—Aggregate Indebtedness and Contractual Obligations.” We intend to use $361.8 million (plus the interest earnings) of the proceeds from the $970.0 million Term B Facility, $200.0 million from the Term B Delayed Draw Facility, $239.5 million of proceeds from the Phase II Mall Construction Loan, cash on hand, borrowings under our Revolving Facility and operating cash flow to fund the development and construction costs for the Palazzo Casino Resort (including the Phase II Mall) and to pay related fees and expenses.

24

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Macao Projects

We are building the Venetian Macao Resort, an all-suites hotel, casino and convention center complex, with a Venetian-style theme similar to that of our Las Vegas properties. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006. We are also obligated to invest at least 4.4 billion Patacas (approximately $527.7 million at exchange rates in effect on June 30, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations, but we will need to extend the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. In addition, we expect to break ground in September 2005 on an expansion of the Sands Macao that will enhance the size and scope of the property and increase gaming capacity by more than 65 percent. Construction of the Venetian Macao Resort is moving along according to plan and we have decided to build out all 3,000 rooms in the initial phase, instead of the previously announced 1,500 rooms. We also plan to build a 400 room luxury hotel under the Four Seasons brand, which will also include approximately 600 serviced apartment units and over 100,000 square feet of retail space. We are also master planning two additional 3,000 room hotels, to be built in multiple phases, with serviced apartments and a combined 450,000 square feet of retail space across the Cotai Strip™ from the Venetian Macao Resort. We will own these properties and operate them under internationally recognized third party hotel brands.”

The Grand Canal Shops

On April 12, 2004, we sold The Grand Canal Shops and leased certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million. As required by generally accepted accounting principles, we deferred a portion of the gain from the sale of The Grand Canal Shops. First, we deferred $109.2 million of the gain from the transaction deemed prepaid operating lease payments, which related to 19 spaces currently occupied by various tenants and which we leased to the purchaser of The Grand Canal Shops for an annual rent of one dollar per year under an 89-year operating lease. The purchaser of The Grand Canal Shops assumed, and is entitled to rent payments under, the tenant leases for these 19 spaces. This deferred amount is amortized over the 89-year lease term on a straight-line basis. Second, we deferred $77.2 million, which constitutes the estimated net present value of payments we make to the purchaser of The Grand Canal Shops under three lease back arrangements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases.

We are party to three Tenant Lease Termination and Asset Purchase Agreements. As of June 30, 2005, the total remaining payment obligations under these arrangements was $12.1 million.

In connection with sale of The Grand Canal Shops (the “Mall Sale”), we entered into an agreement with General Growth Properties (the “Mall Purchaser”) to construct and sell the Phase II Mall. The purchase price that the purchaser of The Grand Canal Shops has agreed to pay for the Phase II Mall is the greater of (i) $250.0 million and (ii) the Phase II Mall’s net operating income for months 19 through 30 of its operations divided by a capitalization rate. The capitalization rate is 6.0% up to $38.0 million of net operating income and 8.0% above $38.0 million.

Other Development Projects

We have entered into agreements to develop and lease gaming and entertainment facilities with two prominent football clubs in the United Kingdom, subject to the award of a gaming license for the applicable facility and are in discussion with several others to build entertainment and gaming facilities in major cities.

We have made a proposal to develop a large integrated resort, including a casino, in Singapore to the Singapore government.

25

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates those estimates, including those related to asset impairment, accruals for slot marketing points, self-insurance, compensation and related benefits, revenue recognition, allowance for doubtful accounts, contingencies, and litigation. We state these accounting policies in the notes to the consolidated financial statements and in relevant sections in this discussion and analysis. These estimates are based on the information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

We maintain an allowance, or reserve, for doubtful accounts at our operating casino resorts, the Venetian Casino Resort and the Sands Macao. The provision for doubtful accounts, an operating expense, increases the allowance for doubtful accounts, while specific write-offs decrease the allowance for doubtful accounts. We regularly evaluate the allowance for doubtful accounts. At the Venetian Casino Resort where credit or marker play is significant we apply standard reserve percentages to aged account balances under a specified dollar amount and specifically analyze the collectibility of each account with a balance over the specified dollar amount, based upon the age of the account, the customers financial condition, collection history and any other known information. We also monitor regional and global economic conditions and forecasts to determine if reserve levels are adequate. At the Sands Macao where credit or marker play is not significant, we apply a standard reserve percentage to aged account balances. The mix of credit play as a percentage of total casino play has decreased significantly during 2005 because the Sands Macao table games play is primarily cash play, while the Venetian Casino Resort credit table games play represents approximately 59% of total table games play. Our estimate of the provision for doubtful accounts was $0.8 million, $4.2 million, $3.4 million and $6.7 million for the three and six month periods ended June 30, 2005 and the three and six month periods ended June 30, 2004, respectively.

We maintain accruals for health and workers compensation self-insurance, slot club point redemption and group sales commissions, which are classified in other accrued liabilities in the consolidated balance sheets. Management determines the adequacy of these accruals by periodically evaluating the historical experience and projected trends related to these accruals. If such information indicates that the accruals are overstated or understated, or if business conditions indicate we should adjust the assumptions utilized, we will reduce or provide for additional accruals as appropriate.

We are subject to various claims and legal actions, including lawsuits with our construction manager, Lehrer McGovern Bovis, Inc., for the original construction of the Venetian Casino Resort. Some of these matters relate to personal injuries to customers and damage to customers’ personal assets. Management has not established an accrual for any final resolution in connection with the construction litigation because any particular final resolution, while reasonably possible, has not been determined to be probable, nor can it be measured with any reasonable certainty. It is reasonably possible that this position could change in the near term as arbitration proceedings are concluded, and the amount of any such change could be material to our financial position, results of operations or cash flows. Management estimates the accruals for other claims and legal actions based upon historical experience and include such accruals in the other accrued liability category in our consolidated balance sheet.

26

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

At June 30, 2005, we had net property and equipment of $2.093 billion, representing 62.9% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment if events and circumstance warrant such an assessment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which supersedes FASB Opinion No. 25, “Accounting for Stock Issued to Employees”. This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after January 1, 2006. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on January 1, 2006 using a Black-Scholes model. Under the Black-Scholes model, we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation costs for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future financial statements.

Summary Financial Results

The following table summarizes our results of operations:

	Three Months Ended June 30, (dollars in thousands)							Six Months Ended June 30, (dollars in thousands)
	2005		2004		Percent Change			2005		2004		Percent Change
Net revenues	$	398,821	$	266,657		49.6	%	$	802,615	$	505,843		58.7	%
Operating income		114,143		495,087		-76.9	%		239,479		577,383		-58.5	%
General and administrative expenses		48,214		39,799		21.1	%		93,987		76,192		23.4	%
Net income		86,429		461,890		-81.3	%		93,541		511,806		-81.7	%

	Percent of Net Revenues
	2005		2004		2005		2004
Operating income	28.6	%	185.7	%	29.8	%	114.1	%
General and administrative expenses	12.1	%	14.9	%	11.7	%	15.1	%
Net income	21.7	%	173.2	%	11.7	%	101.2	%

27

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Results

Key operating revenue measurements

The Venetian Casino Resort’s operating revenue is dependent upon the volume of customers that stay at the hotel, which affects the price that can be charged for hotel rooms and the volume of table games and slot machine play. The Sands Macao is almost wholly dependent on casino customers that visit the casino on a daily basis. Hotel revenues are not expected to be material for the Sands Macao. Sands Macao visitors arrive by ferry, automobile, airplane or helicopter from Hong Kong, cities in China, and other Southeast Asian cities in close proximity to Macao.

The following are the key measurements we use to evaluate operating revenue. Hotel revenue measurements include hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are higher than revenue per available room.

Casino revenue measurements for Las Vegas: table games drop and slot handle are volume measurements. Win or hold percentage represents the percentage of drop or handle that is won by the casino and recorded as casino revenue. Table games drop represents the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Slot handle is the gross amount wagered or coin placed into slot machines in aggregate for the period cited. Drop and handle are abbreviations for table games drop and slot handle. Based upon our mix of table games, our table games produce a statistical average table win percentage (calculated before discounts) as measured as a percentage of table game drops of 20.0% to 21.0% and slot machines produce a statistical average slot machine win percentage (calculated before slot club cash incentives) as measured as a percentage of slot machine handle generally between 6.0% and 7.0%.

Casino revenue measurements for Macao: We view Macao table games as being segregated into two groups, consistent with the Macao market’s convention: 1) Rolling Chip play (all VIP play) and 2) Non-Rolling Chip play, (mostly non-VIP players). The volume measurement for Rolling Chip play is gaming chips wagered. The volume measurement for Non-Rolling Chip is table games drop as described above. Rolling Chip volume and Non-Rolling Chip volume are not equivalent because Rolling Chip volume is a measure of amounts wagered versus dropped, Rolling Chip volume is substantially higher than drop. Slot handle at the Sands Macao is the gross amount wagered or coin placed into slot machines in aggregate for the period cited.

We view Rolling Chip table games win as a percentage of Rolling Chip volume and we view Non-Rolling Chip table games win as a percentage of drop. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games in Macao, our Rolling Chip table games win percentage (calculated before discounts and commissions) as measured as a percentage of Rolling Chip volume is expected to be 2.5% to 2.8% and our Non-Rolling Chip play table games are expected to produce a statistical average table win percentage as measured as a percentage of table game drop of 16.5% to 17.5%. Like in Las Vegas, our Macao slot machines produce a statistical average slot machine win percentage as measured as a percentage of slot machine handle of generally between 6.0% and 7.0%.

Actual win may vary from the statistical average. Generally, slot machine play at the Venetian Casino Resort and the Sands Macao is conducted on a cash basis, the Venetian Casino Resort’s table games revenue is approximately 59.0% from credit based guests wagering and the Sands Macao table game play is conducted primarily on a cash basis.

28

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Three Months Ended June 30, 2005 compared to the Three Months Ended June 30, 2004

Operating Revenues

Our net revenues consisted of the following:

	Three Months Ended June 30,
	(in thousands, except for percentages)
	2005			2004			Percent Change
Net Revenues
Casino	$	274,808		$	133,889			105.3	%
Rooms		83,983			79,230			6.0	%
Food and beverage		34,698			33,026			5.1	%
Retail and other(1)		24,354			33,273			-26.8	%
		417,843			279,418			49.5	%
Less - Promotional Allowances		(19,022	)		(12,761	)		-49.1	%
Total net revenues	$	398,821		$	266,657			49.6	%

(1) The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

Consolidated net revenues were $398.8 million for the three months ended June 30, 2005, an increase of $132.1 million compared to $266.7 million for the three months ended June 30, 2004. The increase in net revenues was due to an increase of casino revenue of $140.9 million. We do not believe this level of percentage increase is a trend because it was primarily related to the opening of the Sands Macao on May 18, 2004.

This increase was partially offset by a decrease in retail and other revenue of $8.9 million as a result of the sale of The Grand Canal Shops and the lease of certain other retail and restaurant venues on May 17, 2004.

Casino revenues were $274.8 million for the three months ended June 30, 2005 and increase of $140.9 million compared to 133.9 million for the three months ended June 30, 2004. The increase was primarily attributable to the opening of the Sands Macao and the 2005 period benefited from a full quarter of casino revenue from that property. The table games win at the Venetian Casino Resort was below the statistically expected range during the three months ended June 30, 2005, as compared to the average since the opening of the Venetian Casino Resort during 1999. In our experience, average win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

The Venetian Casino Resort maintained an average daily room rate of $231 for the three months ended June 30, 2005 as compared to $221 for the three months ended June 30, 2004. The Venetian Casino Resort generated revenue per available room of $228 for the three months ended June 30, 2005 as compared to $218 for the three months ended June 30, 2004. Because not all available rooms are occupied, average daily room rates are higher than revenue per available room.

29

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  

Room revenues for the three months ended June 30, 2005 were $84.0 million, as compared to $79.2 million for the three months ended June 30, 2004. Food and beverage revenues were $34.7 million for the three months ended June 30, 2005, representing an increase of $1.7 million compared to $33.0 million for the three months ended June 30, 2004. The increases were primarily attributable to the opening of the Sands Macao partially offset by a decline in banquet revenues at the Venetian Casino Resort.

Retail and other revenues were $24.4 million for the three months ended June 30, 2005, representing a decrease of $8.9 million compared to $33.3 million for the three months ended June 30, 2004. The decrease was primarily due to the sale of The Grand Canal Shops and the lease of retail outlets in the Venetian Casino Resort.

Operating Expenses

The breakdown of operating expenses is as follows:

	Three Months Ended June 30,
	(in thousands, except for percentages)
	2005			2004			Percent Change
Operating Expenses
Casino	$	146,546		$	61,945			136.6	%
Rooms		20,227			18,676			8.3	%
Food and beverage		17,879			17,338			3.1	%
Retail and other(1)		13,723			15,232			-9.9	%
Provision for doubtful accounts		782			3,448			-77.3	%
General and administrative		48,214			39,799			21.1	%
Corporate		6,620			3,203			106.7	%
Rental expense		3,682			2,442			50.8	%
Pre-opening expense		504			8,502			-94.1	%
Development expense		5,562			2,226			149.9	%
(Gain) loss on disposal of assets		(158	)		125			-226.4	%
Depreciation and amortization		21,097			16,856			25.2	%
Gain on sale of Grand Canal Shops		—			(418,222	)		—
Total operating expenses	$	284,678		$	(228,430	)		224.6	%

(1) The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

Operating expenses were $284.7 million for the three months ended June 30, 2005, compared to $(228.4) million for the three months ended June 30, 2004. Excluding the recognized gain on the sale of The Grand Canal Shops, total operating expenses for the three months ended June 30, 2004 were $189.8 million. The increase in operating expenses (excluding the effect of the sale of The Grand Canal Shops) was primarily attributable to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao in May 2004 and a full quarter of expenses from that property during the 2005 period.

30

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Casino department expenses increased $84.6 million primarily as a result of the additional casino expenses related to the opening of the Sands Macao in May 2004 and a full quarter of expenses from that property during the 2005 period and as a result of increased table games volume at the Venetian Casino Resort. Of the $84.6 million increase in casino expenses, $72.1 million was due to the 39.0% gross win tax on casino revenues in Macao. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax, casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macao. Food and beverage expense increased $0.5 million and general and administrative cost increased $8.4 million primarily as the result of the opening of the Sands Macao.

The provision for doubtful accounts was $0.8 million for the three months ended June 30, 2005, compared to $3.4 million for the three months ended June 30, 2004. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

Pre-opening and development expenses were $0.5 million and $5.6 million, respectively, for the three months ended June 30, 2005, compared to $8.5 million and $2.2 million, respectively, for the three months ended June 30, 2004. The decrease in pre-opening expenses was primarily a result of $8.5 million of pre-opening expenses in Macao during the second quarter of 2004. The increase in development expenses was primarily due to our activities in the United Kingdom and Singapore.

Corporate expense for the three months ended June 30, 2005 was $6.6 million as compared to $3.2 million for the quarter ended June 30, 2004. The increase was primarily the result of the addition of corporate staff in the 2005 period, including the reassignment of some employees from Venetian to the Company.

Depreciation expense for the three months ended June 30, 2005 was $21.1 million as compared to $16.9 million for the three months ended June 30, 2004. The increase was primarily the result of placing into service the Sands Macao during the second quarter of 2004 and a full quarter of depreciation expense from that property during the 2005 period.

Interest Expense

The following table summarizes information related to interest expense on long-term debt:

	Three Months Ended June 30,
	(in thousands, except percentages)
	2005			2004
Interest cost	$	23,001		$	33,637
Less: Capitalized interest		(5,032	)		(1,173	)
Interest expense, net	$	17,969		$	32,464
Cash paid for interest, net of amounts capitalized	$	18,355		$	55,497
Average total debt balance	$	1,503,242		$	1,516,576
Weighted average interest rate		4.8	%		8.4	%

31

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Interest expense, net of amounts capitalized, was $18.0 million for the three months ended June 30, 2005, compared to $32.5 million for the three months ended June 30, 2004. Of the net interest expense incurred for the three months ended June 30, 2005, $15.2 million was related to the Venetian Casino Resort, $0.8 million was related to the Sands Macao and $2.0 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes during the first quarter of 2005 and the redemption of the Venetian Macao Senior Secured Notes during the second quarter of 2005. These were partially offset by increases in net interest expense related to the entry into the Senior Secured Credit Facility and the issuance of the 6.375% Senior Notes. The decrease in net interest expense was also due to the capitalization of $4.7 million of interest during the second quarter of 2005 compared to $1.2 million of capitalized interest in the second quarter of 2004.

Other Factor Affecting Earnings

Loss on early retirement of debt of $4.2 million during the three months ended June 30, 2005 was the result of the redemption of the Venetian Macao Senior Secured Notes.

Six Months Ended June 30, 2005 compared to the Six Months Ended June 30, 2004

Operating Revenues

Our net revenues consisted of the following:

	Six Months Ended June 30,
	(in thousands, except for percentages)
	2005			2004			Percent Change
Net Revenues
Casino	$	540,594		$	228,597			136.5	%
Rooms		170,060			164,597			3.3	%
Food and beverage		78,187			65,681			19.0	%
Retail and other(1)		52,808			73,489			-28.1	%
		841,649			532,364			58.1	%
Less - Promotional Allowances		(39,034	)		(26,521	)		-47.2	%
Total net revenues	$	802,615		$	505,843			58.7	%

(1) The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

32

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Consolidated net revenues were $802.6 million for the six months ended June 30, 2005, an increase of $296.8 million compared to $505.8 million for the six months ended June 30, 2004. The increase in net revenues was due to an increase of casino revenue of $312.0 million, primarily due to the opening of the Sands Macao. We do not believe this level of percentage increase is a trend because it was primarily related to the opening of the Sands Macao.

The increase in net revenues was partially offset by a decrease in retail and other revenue of $20.7 million primarily as a result of the sale of The Grand Canal Shops and the lease of certain other retail and restaurant venues on May 17, 2004.

Casino revenues were $540.6 million for the six months ended June 30, 2005, an increase of $312.0 million compared to $228.6 million for the six months ended June 30, 2004. The increase was attributable to the opening of the Sands Macao on May 18, 2004. The table games win was above the statistically expected range during the six months ended June 30, 2005, as compared to the average since the opening of the Venetian Casino Resort during 1999. In our experience, average win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.

The Venetian Casino Resort maintained an average daily room rate of $237 for the six months ended June 30, 2005 as compared to $228 for the six months ended June 30, 2004. The Venetian Casino Resort generated revenue per available room of $233 for the six months ended June 30, 2005 as compared to $225 for the six months ended June 30, 2004.

Room revenues for the six months ended June 30, 2005 were $170.1 million, as compared to $164.6 million for the six months ended June 30, 2004. Food and beverage revenues were $78.2 million for the six months ended June 30, 2005, representing an increase of $12.5 million compared to $65.7 million for the six months ended June 30, 2004. The increases were attributable to the increased average daily room rate at the Venetian Casino Resort and the opening of the Sands Macao.

Retail and other revenues were $52.8 million for the six months ended June 30, 2005, a decrease of $20.7 million compared to $73.5 million for the six months ended June 30, 2004. The decrease was primarily due to the sale of The Grand Canal Shops and the lease of retail outlets in the Venetian Casino Resort.

33

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Expenses

The breakdown of operating expenses is as follows:

	Six Months Ended June 30,
	(in thousands, except for percentages)
	2005		2004			Percent Change
Operating Expenses
Casino	$	278,499	$	98,536			182.6	%
Rooms		41,342		38,717			6.8	%
Food and beverage		38,844		32,831			18.3	%
Retail and other(1)		28,099		31,275			-10.2	%
Provision for doubtful accounts		4,168		6,692			-37.7	%
General and administrative		93,987		76,192			23.4	%
Corporate		17,502		5,704			206.8	%
Rental expense		7,387		5,096			45.0	%
Pre-opening expense		504		16,345			-96.9	%
Development expense		10,737		2,762			288.7	%
Loss on disposal of assets		1,005		149			574.5	%
Depreciation and amortization		41,062		32,383			26.8	%
Gain on sale of Grand Canal Shops		—		(418,222	)		—
Total operating expenses	$	563,136	$	(71,540	)		887.2	%

(1) The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale.

Operating expenses (including pre-opening, development, and corporate expenses) were $563.1 million for the six months ended June 30, 2005, compared to $(71.5) million for the six months ended June 30, 2004. Excluding the gain on the sale of The Grand Canal Shops, total operating expenses for the six months ended June 30, 2004 was $346.7 million. The increase in operating expenses was primarily attributable to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao.

Casino department expenses increased $180.0 million primarily as a result of the additional casino expenses related to the opening of the Sands Macao in May 2004 and a full six months of expenses from that property during the 2005 period and increased slot machine and table games volume at the Venetian Casino Resort. Of the $180.0 million increase in casino expenses, $160.4 million was due to the 39.0% gross win tax on casino revenues in Macao. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax, casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macao. Food and beverage expense increased $6.0 million and general and administrative cost increased $17.8 million primarily as the result of the opening of the Sands Macao.

34

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The provision for doubtful accounts was $4.2 million for the six months ended June 30, 2005, compared to $6.7 million for the six months ended June 30, 2004. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

Pre-opening and development expenses were $0.5 million and $10.7 million, respectively, for the six months ended June 30, 2005, compared to $16.3 million and $2.8 million, respectively, for the six months ended June 30, 2004. The decrease in pre-opening expenses was primarily a result of $15.4 million of pre-opening expenses in Macao during the second quarter of 2004. The increase in development expenses was related to our activities in the United Kingdom and Singapore.

Corporate expense for the six months ended June 30, 2005 was $17.5 million as compared to $5.7 million for the quarter ended June 30, 2004. The increase was primarily the result of a $5.0 million charitable contribution to the Solomon R. Guggenheim Museum during the first quarter of 2005 and the addition of corporate staff in the 2005 period, including the reassignment of some employees from Venetian to the Company.

Depreciation expense for the six months ended June 30, 2005 was $41.1 million as compared to $32.4 million for the six months ended June 30, 2004. The increase was primarily the result of placing into service the Sands Macao during the second quarter of 2004 and a full six months of depreciation expense from that property during the 2005 period.

Interest Expense

The following table summarizes information related to interest expense on long-term debt:

	Six Months Ended June 30,
	(in thousands, except percentages)
	2005			2004
Interest cost	$	54,189		$	67,675
Less: Capitalized interest		(9,137	)		(2,384	)
Interest expense, net	$	45,052		$	65,291
Cash paid for interest, net of amounts capitalized	$	51,494		$	63,216
Average total debt balance	$	1,563,938		$	1,545,559
Weighted average interest rate		5.24	%		7.6	%

Interest expense, net of amounts capitalized, was $45.1 million for the six months ended June 30, 2005, compared to $65.3 million for the six months ended June 30, 2004. Of the net interest expense incurred for the six months ended June 30, 2005, $38.3 million was related to the Venetian Casino Resort, $3.0 million was related to the Sands Macao and $3.8 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes and the redemption of the Venetian Macao Senior Secured Notes during the quarter ended June 30, 2005. These were partially offset by increases related to the entry into the Senior Secured Credit Facility and the issuance of the 6.375% Senior Notes. The decrease was also due to the capitalization of $9.1 million of interest during the six months ended June 30, 2005 compared to $2.4 million of capitalized interest in the second quarter of 2004.

35

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Other Factor Affecting Earnings

Loss on early retirement of debt of $137.0 million during the six months ended June 30, 2005 was the result of the redemption of the 11% Mortgage Notes and the Venetian Macao Senior Secured Notes.

Liquidity and Capital Resources

Cash Flows – Summary

Our cash flows consisted of the following:

	Six Months Ended June 30,
	(dollars in thousands)
	2005			2004
Net cash provided by operations	$	283,527		$	233,582
Investing cash flows:
Proceeds from disposition of Grand Canal Shops, net of transaction costs		—			649,568
Capital expenditures		(373,565	)		(236,093	)
Change in restricted cash		(5,181	)		108,055
Notes receivable from Shareholders		—			(557	)
Net cash provided by (used in) investing activities		(378,746	)		520,973
Financing cash flows:
Dividends to shareholders		(21,052	)		(107,909	)
Repayments of long term debt		(966,688	)		(134,730	)
Issuance of long term debt		563,222			20,000
Other		(124,967	)		(227	)
Net cash used in financing activities		(549,485	)		(222,866	)
Net increase (decrease) in cash and cash equivalents	$	(644,704	)	$	531,689

Cash Flows –Operating Activities

At the Venetian Casino Resort, slot machine and retail hotel rooms businesses are generally conducted on a cash basis, table games and group hotel businesses are conducted both on a cash and credit basis and banquet business is conducted primarily on a credit basis, which results in operating cash flows being generally affected by changes in operating income and accounts receivables. The Sands Macao table games and slot machine play is currently conducted primarily on a cash basis. As of June 30, 2005 and December 31, 2004, we held unrestricted cash and cash equivalents of $650.2 million and $1.3 billion, respectively. Net cash provided by operating activities for the first six months of 2005 was $283.5 million, compared to $233.6 million for the first six months of 2004. Factors contributing to the increase in cash flow provided by operating activities consisted of the positive operating results associated with the opening of the Sands Macao.

36

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Capital Expenditures

Capital expenditures during the first six months of 2005 were $373.6 million, of which $148.3 million was attributable to the Macao projects, primarily the Venetian Macao Resort, and $172.2 million was attributable to the Palazzo Casino Resort, with the balance incurred for capital expenditures at the Venetian Casino Resort and the Sands Expo Center. We have commenced design and construction work for the Palazzo Casino Resort and plan to continue development work on the Palazzo Casino Resort during 2005. We currently estimate that construction will be completed in mid-2007 and that the cost to develop and construct the Palazzo Casino Resort will be approximately $1.6 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million. On February 22, 2005, we entered into the $1.620 billion Senior Secured Credit Facility and on September 30, 2004, we entered into a $250.0 million construction loan to, among other things, finance the construction costs of the Palazzo Casino Resort and the Phase II Mall. As of June 30, 2005, we had incurred approximately $348.4 million in design, development and construction costs for the Palazzo Casino Resort. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well.

We held restricted cash balances of $382.7 million as of June 30, 2005. Of this amount, $361.8 million was held in restricted accounts and invested in cash or permitted investments by a disbursement agent for the lenders of the Senior Secured Credit Facility until required for the Palazzo Casino Resort project costs under the disbursement terms of the Senior Secured Credit Facility. In addition, $19.7 million was held by an agent for the Interface Mortgage Loan for various reserves.

37

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Aggregate Indebtedness and Contractual Obligations

Our total long-term indebtedness and other known contractual obligations are summarized below as of June 30, 2005:

	Payments due by Period Ending June 30,
	(dollars in thousands)
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Long-Term Debt Obligations
Senior Secured Credit Facility—Term B(1)	$	—	$	7,500	$	15,000	$	947,500	$	970,000
FF&E Credit Facility(2)		2,400		4,800		4,200		—		11,400
Phase II Mall Construction Loan(3)		—		10,500		—		—		10,500
Venetian Intermediate Credit Facility(4)		50,000		—		—		—		50,000
Interface mortgage loan(5)		4,042		8,978		83,820		—		96,840
6.375% Senior Notes(6)		—		—		—		247,810		247,810
Fixed interest payments		15,938		31,876		31,876		73,935		153,625
Variable interest payments(7)		59,052		113,987		105,115		48,739		326,893
Contractual Obligations
HVAC Provider fixed payments(8)		6,828		13,656		6,828		—		27,312
Former Tenants(9)		650		1,300		1,300		8,865		12,115
Employment Agreements(10)		4,465		8,805		5,698		—		18,968
Macao subsidiary land lease(11)		2,980		7,529		323		2,749		13,581
Mall Leases(12)		7,660		15,320		15,320		150,730		189,030
Macao Fixed Gaming Tax(13)		9,100		18,200		18,200		100,100		145,600
Macao Subsidiary Operating Leases		1,555		1,738		61		—		3,354
Total	$	164,670	$	244,189	$	287,741	$	1,580,428	$	2,277,028

(1) The Senior Secured Credit Facility consists of a $970.0 million single draw term B loan facility, a $200.0 million delayed draw facility that has a delayed draw period up to August 22, 2005 and a $450.0 million revolving credit facility. At June 30, 2005, the only amounts borrowed under this facility were $970.0 million under the Term B Facility. The Term B Facility will mature on June 15, 2011 and is subject to quarterly amortization payments commencing in the first quarter after substantial completion of the Palazzo Casino Resort. In addition, $50.0 million of letters of credit were outstanding as of June 30, 2005, which reduces the amount available for borrowing under the Revolving Facility by $50.0 million.

(2) The FF&E credit facility will mature on July 1, 2008 and is subject to quarterly amortization payments.

(3) The Phase II Mall Construction Loan commitment is $250.0 million and is due March 30, 2008.

(4) The Venetian Intermediate Credit Facility will mature on March 27, 2006, with no amortization.

(5) Principal payments will increase should Interface Group-Nevada achieve certain cash flow levels as defined in the loan agreement. The Interface mortgage loan will mature on February 10, 2009 if renewal options are exercised with monthly amortization payments.

(6) The 6.375% Senior Notes are due on February 15, 2015.

(7) Based on June 30, 2005 LIBOR rates of 3.06% plus the applicable interest rate spread in accordance with the respective debt agreements.

(8) We are party to a services agreement with a third party for HVAC services for the Venetian Casino Resort. The total remaining payment obligation under this arrangement was $27.3 million as of June 30, 2005, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider under this agreement to provide HVAC services. Upon the sale of The Grand Canal Shops mall on May 17, 2004, the Mall Purchaser assumed the responsibility for $1.6 million of annual payments to this HVAC provider.

38

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(9) We are party to tenant lease termination and asset purchase agreements. The total remaining payment obligations under these arrangements was $12.1 million as of June 30, 2005. Under the agreement for The Grand Canal Shops mall sale, the Company is obligated to fulfill the lease termination and asset purchase agreements.

(10) We are party to employment agreements with six of our senior executives, with terms of three to five years.

(11) Venetian Macao is party to a long-term land lease of 25 years. The total remaining payment obligation under this lease is $13.6 million as of June 30, 2005.

(12) We are party to certain leaseback agreements for the showroom, gondola and certain office space related to The Grand Canal Shops mall sale. The total remaining payments due as of June 30, 2005 is $189.0 million.

(13) In addition to the 39.0% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual fixed gaming tax of $9.1 million per year to the government of Macao through the termination of the gaming concession.

In addition, under the terms of our subconcession agreement, we are obligated to make investments of at least 4.4 billion Patacas (approximately $527.7 million at exchange rates in effect on June 30, 2005) in various development projects in Macao by June 2006. As of June 30, 2005, we had made investments of approximately $3.346 billion Patacas (approximately $401.3 million at exchange rates in effect on June 30, 2005). We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined.

Pursuant to a contribution agreement with Bethworks Now, LLC for a Bethlehem, Pennsylvania development, the Company (a) has invested approximately $4.3 million, which was paid to Bethworks to reimburse Bethworks for property-related expenses, (b) is required to fund all operating expenses of the property, which are expected to be approximately $1.0 million per year and (c) is required to make an additional $2.0 million payment to Bethworks when and if a gaming license for the Bethlehem property is obtained.

Off-Balance Sheet Arrangements

During 1997, we entered into operating lease arrangements with the HVAC provider. Under the terms of these energy service agreements, we will purchase HVAC energy and services over initial terms expiring in 2009 with an option to collectively extend the terms of these agreements for two consecutive five-year periods. We have fixed payments obligations due during the next twelve months of $6.8 million under the energy services agreements with the HVAC provider. The total remaining payment obligations under these arrangements were $27.3 million as of June 30, 2005, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider to provide HVAC services. Upon the sale of The Grand Canal Shops mall on May 17, 2004, General Growth Properties, the purchaser, assumed the responsibility for $1.6 million of annual payments to the HVAC provider. We have no other off-balance sheet arrangements.

39

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Capital and Liquidity

We expect to fund our operations, capital expenditures (other than the Sands Macao construction, the Palazzo Casino Resort, the Venetian Macao Resort and related Cotai Strip™ infrastructure development and construction costs) and debt service requirements from existing cash balances, operating cash flow, borrowings under the Company’s revolving facility and additional borrowings expected to be incurred by our Macao subsidiaries. In addition to having all of the $200.0 million Term B Delayed Draw Facility available, we have a $450.0 million revolving facility for working capital needs, of which $400.0 million was available, as of June 30, 2005.

On December 20, 2004, we issued 27,380,953 shares of our common stock in our initial public offering at an offering price of $29.00 per share, resulting in proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions and related offering expenses payable by us. We used a portion of these net proceeds as further described below to pay the redemption price of the $291.1 million in aggregate principal amount of the 11% Mortgage Notes (plus premiums and accrued interested of $36.2 million), which we redeemed on February 1, 2005, and $70.0 million to redeem the Venetian Macao Senior Notes on May 23, 2005. We intend to use the remaining net proceeds from our initial public offering for working capital purposes and other general corporate purposes, which may include for the construction of the Palazzo Casino Resort and our Macao projects.

On February 10, 2005, the Company issued $250.0 million of 6.375% senior notes due 2015 in a private placement. On February 22, 2005, we entered into the Senior Secured Credit Facility. The Senior Secured Credit Facility amended the Prior Senior Secured Credit Facility to increase borrowings by $400.0 million of additional term loans, expand its revolving credit facility from $125.0 million to $450.0 million, lower its interest costs, and revise some of its covenants to provide greater operational flexibility. The Senior Secured Credit Facility provides for aggregate borrowings of up to $1.620 billion, consisting of a $1.170 billion term loan facility and a $450.0 million revolving credit facility. On February 1, 2005, Las Vegas Sands Opco and Venetian redeemed $291.1 million in aggregate principal amount of their 11% Mortgage Notes at a redemption price of 111% of the principal amount of the notes plus accrued and unpaid interest. We used a portion of the proceeds from our initial public offering to pay the redemption price of these notes. On February 22, 2005, we repurchased an additional $542.3 million of the outstanding 11% Mortgage Notes in a tender offer, and on March 24, 2005, we redeemed the remaining $10.2 million. We used the $244.8 million net proceeds from the 6.375% senior notes offering, $106.6 million of cash on hand and $311.7 million of term loan borrowings under the Senior Secured Credit Facility to retire the outstanding $552.5 million in aggregate principal amount of 11% Mortgage Notes and to pay all fees and expenses associated with these transactions.

We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip™ developments; however we will need to arrange additional debt financing to finance those costs as well.

40

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Litigation Contingencies and Available Resources

Las Vegas Sands Opco is a party to certain litigation matters and claims related to the construction of the Venetian Casino Resort and subject to a $42.0 million net verdict along with interest and costs of $48.5 million to Lehrer McGovern Bovis, Inc. (“Bovis”) the construction manager of the Venetian Casino Resort project, subject to adjustments based on the outcome of remaining arbitration and various appeals. We are also subject to verdicts with interest and costs of $17.2 million to certain sub-contractors of Bovis arising from the same matter, which amounts, if paid, we believe will be offset against the net verdict and costs awarded to Bovis, subject to certain exceptions. We are also involved in other litigation including, without limitation, with Richard Suen and Round Square Company Limited. If we are required to pay any of the construction manager’s verdict or contested construction costs that are not covered by our Insurance Policy, including the sub-contractor awards, under the Bovis matter, or pay any amounts under any of our other litigation, we may use cash from the following sources to fund such costs:

• borrowings under the Revolving Facility of the Senior Secured Credit Facility;

• cash on hand;

• additional debt or equity financing; and

• operating cash flow.

See “Note 5 – Commitment and Contingencies – Construction Litigation” to our Consolidated Financial Statements.

Dividends

Our subsidiary Las Vegas Sands Opco declared and accrued dividends of $21.1 million in 2004 that were paid during January 2005. These dividends represented tax distributions to shareholders during 2004. The tax distributions were permitted under existing debt instruments while Las Vegas Sands Opco was a subchapter S corporation. As a result of the conversion to a taxable “C” corporation for income tax purposes, Las Vegas Sands Opco no longer makes such tax distributions.

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock of our subsidiaries. The debt instruments of Las Vegas Sands Opco contain significant restrictions on the payment of dividends and distributions to us by Las Vegas Sands Opco. In particular, the Senior Secured Credit Facility prohibits Las Vegas Sands Opco from paying dividends or making distributions to us, or investing in us, with limited exceptions. Las Vegas Sands Opco may distribute to us up to $25.0 million or $50.0 million in dividend payments in a twelve-month period after the substantial completion of the Palazzo Casino Resort, depending on whether certain financial tests are met.

In addition, the debt instrument of our Phase II Mall Subsidiary also restricts the payment of dividends and distributions to us. Subject to limited exceptions, the Phase II Mall Construction Loan prohibits the Phase II Mall Subsidiary from paying dividends or making distributions to us, or making investments in us, other than tax distributions and a limited basket amount.

41

LAS VEGAS SANDS CORP.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The debt instruments of our subsidiaries also contain certain restrictions that, among other things, limit the ability of our company and/or certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders. Financial covenants included in our Senior Secured Credit Facility include a minimum interest coverage ratio, a maximum leverage ratio, a minimum net worth covenant and maximum capital expenditure limitations.See “Note 4 – Long-Term Debt” to our Consolidated Financial Statements.

Inflation

We believe that inflation and changing prices have not had a material impact on our net sales, revenues or income from continuing operations during the past year.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company’s control, which may cause material differences in actual results, performance, or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Las Vegas Sands Corp. assumes no obligation to update such information.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. We attempt to manage our interest rate risk by managing the mix of our long-term fixed-rate borrowings and variable rate borrowings, and by use of interest rate cap agreements. The ability to enter into interest rate cap agreements allows us to manage our interest rate risk associated with our variable rate debt. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facility, which management believes further minimizes the risk of nonperformance.

42

LAS VEGAS SANDS CORP.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates for the twelve month periods ended June 30:

	2006			2007			2008			2009			2010			Thereafter			Total			Fair Value(1)
	(dollars in millions)
LIABILITIES
Short-term debt
Variable rate	$	56.4		$	—		$	—		$	—		$	—		$	—		$	56.4		$	56.4
Average interest rate(2)		5.2	%		—			—			—			—			—			5.2	%		5.2	%
Long-term debt
Fixed rate		—			—			—			—			—			247.8			247.8			247.8
Average interest rate(2)		—			—			—			—			—			6.4	%		6.4	%		6.4	%
Variable rate		—			6.7			25.0			95.6			7.5			947.5			1,082.3			1,082.3
Average interest rate(2)		—			5.3	%		5.2	%		5.0	%		5.2	%		5.0	%		5.1	%		5.1	%
Cap Agreements(3)		—			—			—			—			—			.6			.6			.6
Average interest rate		—			—			—			—			—			—			—			—

1. The fair values are based on the borrowing rates currently available for debt instruments with similar terms and maturities and market quotes of our publicly traded debt.

2. Based upon contractual interest rates for fixed rate indebtedness or current LIBOR rates for variable rate indebtedness.

3. As of June 30, 2005, we have two interest rate cap agreement with a fair value of $0.6 million based on a quoted market value from the institution holding the agreement.

Borrowings under the Senior Secured Credit Facility bear interest at our election at either LIBOR plus 1.75% or the base rate plus 0.75% per annum, subject to downward adjustments based upon our credit rating. Borrowings under the $250.0 million Phase II Mall construction loan facility bear interest at our election at either a base rate plus 0.75% per annum or at LIBOR plus 1.75% per annum.

Foreign currency translation gains and losses were not material to our results of operations for the three months ended June 30, 2005, but may be in future periods in relation to activity associated with our Macao subsidiaries.

We do not hedge our exposure to foreign currency.  

See also “— Capital and Liquidity” and“Note 4 – Long-Term Debt” to our Consolidated Financial Statements.

44

LAS VEGAS SANDS CORP.

ITEM 4 – CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures of the Company as of June 30, 2005 and have concluded that they are effective within the reasonable assurance threshold described above.

b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

44

LAS VEGAS SANDS CORP.

Part II

OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

The Company is party to litigation matters and claims related to its operations and the construction of the Venetian Casino Resort and certain other matters. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and “Part I — Item 1 – Condensed Notes to Consolidated Financial Statements– Note 5 – Commitments and Contingencies” of this Quarterly Report on Form 10-Q.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Uses of Proceeds from Registered Securities

On December 20, 2004, we issued all of the 27,380,953 shares of our common stock we registered in an initial public offering at an offering price of $29.00 per share (Reg. No. 333-118827), effective December 14, 2004. The aggregate offering price of the common stock sold (including the exercise by the managing underwriters of their over-allotment option) resulted in gross proceeds of $794.0 million and net proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions of $49.6 million and related offering expenses of $5.7 million none of which was paid to the underwriters. The managing underwriters for the offering were Goldman, Sachs & Co., Citigroup, JP Morgan, Lehman Brothers, Merrill Lynch & Co, UBS Investment Bank, and Jeffries & Company, Inc. None of the expenses we incurred in connection with the offering were direct or indirect payments to our directors, officers, general partners or their associates, to persons owning 10% or more of our equity securities or to our affiliates (collectively “Related Parties”).

During the first quarter of 2005, we used $327.3 million of the net proceeds from our initial public offering to redeem approximately $291.1 million in principal amount of the 11% Mortgage Notes issued by Las Vegas Sands Opco and Venetian and to pay $36.2 million in related premiums and accrued interest and expenses. During the second quarter of 2005 we used $70.0 million of the net proceeds to redeem the Venetian Macao Senior Secured Notes. None of the amounts paid to redeem the 11% Mortgage Notes or the Venetian Macao Senior Notes were paid to Related Parties. We consider the repurchase of the 11% Mortgage Notes and the Venetian Macao Senior Secured Notes, to be a general corporate purpose. In addition, during the first six months of 2005, we used approximately $5.8 million (net of interest income) of the net proceeds for general corporate purposes.

45

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of stockholders was held on June 9, 2005. At the annual meeting, votes were taken for: (1) the election of directors and (2) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

The Company’s stockholders elected Charles D. Forman and Irwin A. Siegel to serve on the Board of Directors as Class I directors for three-year terms, which will expire in 2008. The service of Michael A. Leven and William P. Weidner as Class II directors and Sheldon G. Adelson, Irwin A. Chafetz and James L. Purcell as Class III directors continued after the meeting. Stockholders also ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

The following tables provide details regarding the number of votes cast by the Company’s stockholders with respect to each of the matters indicated above.

Election of directors:
Nominees for Director	Votes For	Votes Withheld
Charles D. Forman	333,767,493	8,940,375
Irwin A. Siegel	341,462,687	1,245,181

Ratification of Independent Registered Public Accounting Firm:
Votes For	Votes Against	Abstentions	Broker Non-Votes
342,660,666	31,225	15,977	0

46

ITEM 5 – OTHER INFORMATION

Certain executives and designated officers of the Company are eligible to participate in the Company’s Executive Cash Incentive Plan (the “Plan”). Under the Plan, the Performance Sub-Committee (the “Committee”) of the Compensation Committee of the Company’s Board of Directors (the “Board”) annually establishes objective performance criteria tied to the financial goals of the Company for use in determining whether participants will receive bonuses under the Plan. The Committee approves specific bonus payment amounts following the end of each year. The amounts of the bonus payments are based on target bonus amounts set forth in the employment agreements of eligible Plan participants and depend on whether the corporate performance criteria were satisfied.

The Committee was created during the second quarter of 2005 and consists exclusively of members qualifying as “outside directors” under Section 162(m) of the Internal Revenue Code. Messrs. Leven (Chairman) and Purcell currently serve on the Committee.

On June 8, 2005, the Committee established the quarterly performance criteria pursuant to which Messrs. Adelson, Weidner, Stone and Goldstein may earn the base bonus under their respective employment agreements. The criteria selected were based on adjusted property EBITDAR targets for the Company’s Venetian resort-hotel-casino property in Las Vegas (“The Venetian”). The base bonus criteria were set with reference to The Venetian’s adjusted property EBITDAR for 2004. The Committee also established the annual performance criteria pursuant to which Messrs. Adelson, Weidner, Stone, Goldstein, Henry and Serwin may earn an annual supplemental bonus under their respective employment agreements. The criteria selected were based on an aggregate adjusted property EBITDAR target for The Venetian, the Sands Macao and the Company’s other properties.

If the 2005 quarterly base bonus performance criteria are met, Plan participants will earn quarterly base bonuses equal to the individual target base bonus set forth in their employment agreements. If the 2005 quarterly base bonus performance criteria are not met, Plan participants may earn the missed quarterly payments in later quarters based on the achievement of year-to-date targets. Plan participants may earn an annual supplemental bonus at levels set forth in their respective employment agreements, depending on whether corporate performance targets are met, exceeded, or not met. If 80% of the corporate performance target is not met, then no annual supplemental bonus will be paid and if 110% of the corporate performance target is met a maximum of 160% of the annual supplemental bonus target amount will be paid.

47

ITEM 6 – EXHIBITS

         List of Exhibits

Exhibit No. Description of Document

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

48

LAS VEGAS SANDS CORP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/S/ Sheldon G. Adelson
—————————— Chairman of the Board, Chief
Executive Officer and Director August 10, 2005

/S/ Scott Henry
—————————— Senior Vice President and Chief Financial Officer August 10, 2005

49