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

                                   ----------

                                    FORM 10-K

                                   ----------

                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 2000

                                  -----------

                        Commission File Number 333-42147

                              LAS VEGAS SANDS, INC.
               Incorporated pursuant to the Laws of Nevada State

                                   ----------

                 IRS -- Employer Identification No. 04-3010100

        3355 Las Vegas Boulevard South, Room 1A, Las Vegas, Nevada 89109
                                 (702) 414-1000

                                   ----------

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

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,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes |X| No | |

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate  market value of voting stock held by  nonaffiliates of registrant
as of March 30, 2001 was $0.

The Company had 925,000 shares of Common Stock outstanding as of March 30, 2001.

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<PAGE>

                              Las Vegas Sands, Inc.

                                Table of Contents

                                     Part I

Item 1.      Business ...................................................1
Item 2.      Properties ................................................18
Item 3.      Legal Proceedings .........................................19
Item 4.      Submission of Matters to a Vote of
             Security Holders ..........................................20

                                     Part II

Item 5.      Market for Registrant's Common Equity and Related
             Stockholder Matters .......................................21
Item 6.      Selected Financial Data ...................................22
Item 7.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations .............23
Item 7A.     Quantitative and Qualitative Disclosures
             About Market Risk .........................................29
Item 8.      Financial Statements and Supplementary Data ...............30
Item 9.      Changes In and Disagreements With Accountants
             On Accounting and Financial Disclosure ....................49

                                    Part III

Item 10.     Directors and Executive Officers of the Registrant ........50
Item 11.     Executive Compensation ....................................51
Item 12.     Security Ownership of Certain Beneficial Owners and
             Management ................................................53
Item 13.     Certain Relationships and Related Transactions ............54

                                     Part IV

Item 14.     Exhibits, Financial Statement Schedules and Reports
             on Form 8-K ...............................................57
             Signatures ................................................61




<PAGE>

                                     PART I

ITEM 1. -- BUSINESS

General
-------

      Las Vegas Sands,  Inc.  ("LVSI") and its subsidiaries  (collectively,  the
"Company") own and operate the Venetian Casino Resort (the "Casino  Resort"),  a
Renaissance Venice-themed resort situated at one of the premier locations on the
Las Vegas  Strip (the  "Strip").  The Casino  Resort is located  across from The
Mirage and the Treasure  Island Hotel and Casino at the site of the former Sands
Hotel and Casino (the "Sands").  The Casino Resort includes the first all-suites
hotel on the Strip  with  3,036  suites  (the  "Hotel");  a gaming  facility  of
approximately 116,000 square feet (the "Casino"); an enclosed retail, dining and
entertainment  complex of  approximately  445,000 net leasable  square feet (the
"Mall");  and a meeting and conference facility of approximately  500,000 square
feet (the "Congress Center").

      The  Casino  Resort is  physically  connected  to the  approximately  1.15
million square foot Sands Expo and Convention Center (the "Expo Center"), one of
the largest  facilities  in the United  States  specifically  designed for trade
shows and conventions.  Management  believes that the combined facilities of the
Casino Resort and the Expo Center (which is separately  owned by an affiliate of
the  Company) is one of the largest  hotel and meeting  complexes  in the United
States.  The Casino  Resort was  developed on a  stand-alone  basis as the first
phase of a two-phase redevelopment at the site of the Sands. In the second phase
of the  redevelopment,  it is  contemplated  that another  themed resort will be
constructed  and  developed  (the  "Phase II  Resort")  by a  subsidiary  of the
Company.  Ground  breaking  for the Casino  Resort  occurred in April 1997,  the
Casino  Resort  opened on May 4,  1999,  the Mall  opened  on June 19,  1999 and
substantial completion was achieved on November 12, 1999.

      LVSI was  incorporated  in 1988 under the laws of the State of Nevada.  In
April 1989, LVSI acquired the Sands from MGM Grand.  LVSI owned and operated the
Sands from April 1989 to June 1996 when  operations  ceased to begin  demolition
and construction of the Casino Resort.  LVSI is the managing member and owner of
100% of the common equity of Venetian Casino Resort, LLC ("Venetian").  Venetian
is the owner and operator of the Hotel and Congress Center, and the owner of the
Casino. Under a casino lease (the "Casino Lease"), Venetian leases the Casino to
LVSI,  which conducts all gaming  operations in the Casino  Resort.  Grand Canal
Shops  Mall  Subsidiary,  LLC,  an  indirect  subsidiary  of LVSI (the "New Mall
Subsidiary"),  owns and operates  the Mall.  The  executive  offices of LVSI are
located at 3355 Las Vegas Boulevard South, Room 1A, Las Vegas,  Nevada 89109 and
its phone number is (702) 414-1000.

      This  Annual  Report  on  Form  10-K  contains   certain   forward-looking
statements.  See "Item 7 -  Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations - Special Note  Regarding  Forward - Looking
Statements."

The Casino Resort
-----------------

      The Hotel
      ---------

      The Hotel has 3,036  single and  multiple  bedroom  suites  situated  in a
35-story,  three-winged  tower  rising  above the Casino.  The lobby  features a
65-foot domed ceiling decorated with Venetian-themed  fresco-style  paintings, a
main  passageway  formed  by a  barrel-vaulted  ceiling  carried  on  ornamental
columns, and a replica of the unique three dimensional-style marble floors found
in Venetian palaces.

      A typical Hotel suite approximates 655 to 735 square feet, consisting of a
raised sleeping area and bathroom and a sunken  living/working area. The suite's
bi-level configuration creates a multi-function living space in which guests can
sleep,  work or entertain and includes two queen-size beds or one king-size bed,
a writing  desk,  dual-line  speaker  phones,  a fax machine and a sitting area.
Approximately 318 of the suites are of larger size for use by gaming customers.

      The Hotel leases space to eight  restaurants  that are located adjacent to
the Casino and five other food outlets located in a  Venetian-style  market food
court located at the casino level of the Hotel. Live entertainment is offered at
the 50,000 square foot  entertainment  complex,  "C2K".  In addition,  the Hotel
provides a variety of  amenities  for its guests,  including a  state-of-the-art
health spa, operated by Canyon Ranch, with massage and treatment rooms, exercise
and  fitness  areas.  The  Hotel  also  features  an  outdoor  swimming  complex
(including  three pools,  spas,  pool bars and cabanas)  surrounded  by gardens,
waterways,  fountains and sculptures. The Hotel has been designed to accommodate
future expansion, including a 63,000 square foot exhibition hall currently under
construction  to house various art exhibits in  conjunction  with the Guggenheim
Museum with an expected completion date of September 2001.

<PAGE>

      The Casino
      ----------

      The Casino has 116,000  square feet and is situated  adjacent to the Hotel
lobby.  The Casino floor is  accessible  from each of the Hotel,  the Mall,  the
Congress  Center,  the Expo  Center and the Strip.  The  Casino is  marketed  to
attract a broad base of  patrons,  with a  specific  focus on  frequent  premium
gaming customers.  The Company markets the Casino directly to this gaming market
segment  using  database-marketing   techniques,   slot  clubs  and  traditional
incentives,  such as reduced room rates and complimentary  meals and suites. The
Company offers "high roller" gaming  customers  premium suites and special hotel
services.

      The Casino and its adjacent  amenities are stylized to resemble a Venetian
"palazzo," with  architectural  and interior design features  representative  of
Venice's   Renaissance  era.  The  ceiling  in  the  table  games  area  feature
fresco-style  paintings  of  Venetian  palaces.  The gaming  facilities  include
approximately  2,159 slot machines of various  denominations,  including popular
multi-property,  linked  progressive games. A high-end slot area, with a private
lounge,  provides slot  customers  with premium slot products and services.  The
Casino's  approximately 122 table games (excluding  baccarat tables) feature the
traditional  games of blackjack,  craps and roulette,  Asian games, such as "Pai
Gow"  and  "Pai  Gow  Poker,"  and  popular  progressive  table  games,  such as
"Caribbean Stud Poker" and "Let It Ride." In addition,  the Casino offers gaming
customers an upscale  sportsbook  room, a poker area and an upscale baccarat pit
with 4 baccarat  tables.  The baccarat  pit is  specially  designed for premium,
"high roller" gaming,  with baccarat,  blackjack and roulette,  direct access to
private  cash-out  windows at the Casino cage and direct  access to the Casino's
credit department.

      The Mall
      --------

      The  Mall  offers  approximately  445,000  net  leasable  square  feet  of
shopping,  dining and  entertainment  space located (i) on two levels within the
Casino  Resort's main  structure,  between the Casino level and the Hotel tower,
and (ii) in a separate approximately 38,000 square foot retail annex adjacent to
the Casino  Resort's main  structure  and  accessible  from the Strip.  The Mall
includes  six  dining  establishments,  five food  court  outlets  and 60 retail
stores.   Visitors  and  guests  can  enter  the  Mall  from  several  different
directions, including from the Strip via a moving sidewalk, from the main gaming
area of the Casino via  escalators,  from the Expo Center  through the  Congress
Center, from a cross-over bridge across the Strip and directly from the Hotel.

<PAGE>

      The Mall offers an array of quality dining experiences,  including upscale
restaurants that offer international and American regional cuisines.  The Mall's
retail  offerings  include  exclusive  showcase  boutiques,  popular  brand name
mid-priced stores and themed entertainment  concepts. The restaurants and stores
are set along an approximately one-quarter mile Venetian-themed  streetscape and
front  on  the   Venetian-themed   canal  running  its  length  and  grouped  in
"piazza"-style  settings.  Store and restaurant  facades are designed to project
the Venetian theme.

      Expo Center and the Congress Center
      -----------------------------------

      With over 1.15  million  gross  square feet of exhibit and meeting  space,
including four exhibit halls and 20 meeting rooms, the existing separately owned
and  operated  Expo  Center  is one of the  largest  trade  show and  convention
facilities in the United States (as measured by net leasable square footage). As
part of the Casino Resort, the Company owns and operates the Congress Center, an
approximately  500,000 gross square foot meeting and  conference  facility which
links the Expo Center and the rest of the Casino  Resort.  The  Congress  Center
includes an approximately 80,000 square foot column-free "Venetian Ballroom," an
approximately  13,500 square foot "Palazzo Ballroom" and a meeting complex of 42
individual  rooms which can be combined to create  three  additional  ballrooms.
Together,  the Expo Center and the  Congress  Center  offer  nearly 1.65 million
square feet of state-of-the-art exhibition and meeting facilities,  which can be
configured to provide 108 meeting rooms or accommodate  large-scale  multi-media
events.  Management  markets the Congress Center to complement the operations of
the Expo Center by target marketing the Congress Center for business conferences
and upscale  business  events  typically  held during the mid-week  period.  The
Company  markets the Congress  Center to generate  room night demand  during the
move-in/move-out  phases of Expo Center  events.  The Company's  goal is to draw
from  attendees  and  exhibitors  at Expo Center  events and from  attendees  of
Congress Center events to maintain weekday  room-night  demand at the Hotel from
this higher budget market  segment,  when room demand would otherwise be derived
from the lower budget tour and travel group market segment.

       In 2000,  approximately  1,356,000  visitors  attended  trade  shows  and
conventions  at the Expo Center during 159 show days.  The Expo Center hosted 18
events on the 2000 Trade Show Week 200 list of the  largest  trade  shows in the
United States in 2000, including the COMDEX Fall Trade Show, the Spring and Fall
Western Shoe Show and JCK Jewelry  Show,  as well as the  convention of National
Association of Broadcasters,  the Automotive  Service Industry  Association Week
and the  International  Consumer  Electronics  Show, each of which were multiple
location events.

      It should be noted that the Company has no ownership or financial interest
in the Expo Center or Interface Group-Nevada,  Inc. ("Interface"),  the owner of
the  Expo  Center,  and does not  exercise  any  control  over the  business  or
management  of the  Expo  Center  or  Interface.  All of the  capital  stock  of
Interface is beneficially  owned by Sheldon G. Adelson,  the sole stockholder of
the Company (the "Sole Stockholder").  See "Item 13 - Certain  Relationships and
Related Transactions."

      Venetian,  the New Mall Subsidiary and Interface are parties to an Amended
and Restated Reciprocal Easement,  Use and Operating Agreement (the "Cooperation
Agreement") which, among other things,  provides for the integrated operation of
all the facilities.  Under the Cooperation  Agreement,  Interface,  the New Mall
Subsidiary  and  Venetian  allocate  expenses  shared by the Expo Center and the
Casino Resort.  In addition,  the Company and Interface jointly market the Hotel
and Casino,  the Mall, the Congress Center and the Expo Center.  The Cooperation
Agreement provides that until December 31, 2010, Interface will use commercially
reasonable efforts to have the Hotel designated as the "headquarters  hotel" for
trade show and  convention  events at the Expo Center,  and the Company will use
commercially  reasonable  efforts to promote the use and  occupancy  of the Expo
Center. In order to obtain the Casino Resort's "headquarters hotel" designation,
the Company has agreed with Interface that, except under certain  circumstances,
trade  shows of the type  generally  held at the Expo Center will not be held in
the Congress Center. It should be noted that trade show and convention promoters
are under no obligation to select the Casino Resort as the "headquarters  hotel"
for their events. See "Item 13 - Certain  Relationships and Related Transactions
- Cooperation Agreement."

Business and Marketing Strategy
-------------------------------

      The Company's business strategy is to (i) operate a "must-see" destination
resort  at a  premier  location  at the  heart  of the  Strip,  (ii)  provide  a
differentiated  superior all-suites product, (iii) capitalize on the link to the
Expo Center and the Congress  Center,  (iv) utilize the Casino  Resort's  unique
assets and  facilities  to appeal to a higher  budget  customer mix, (v) use the
Casino Resort's  themed  facilities and location to generate Casino revenues and
(vi) target premium gaming customers.

<PAGE>

      Create a "Must-See" Destination Casino Resort at the Heart of the Las
      Vegas Strip
      ---------------------------------------------------------------------

      The Casino  Resort,  with its  extensive  theming,  dining,  shopping  and
entertainment,  is a "must-see"  destination  resort located at the heart of the
Strip. The Casino Resort is operated to provide visitors with the sense of being
surrounded by the festivity and splendor of Renaissance  Venice's  architecture,
music, art and history.  The  Venetian-themed  setting along the Casino Resort's
frontage on the Strip  includes  waterways,  gondolas,  and replicas of Venetian
landmarks,  such as the Doge's Palace,  the Rialto  Bridge,  the Ca Doro and the
Campanile Tower. The Mall features a one-quarter mile Venetian streetscape, with
intimate  "piazza"-style  settings and a 630-foot canal running its length, with
gondolas  and  waterside  cafes and  crossed by  authentically  styled  Venetian
bridges.

      The Casino Resort has  approximately 740 feet of frontage on the east side
of the Strip and is located  next to  Harrah's  and across from some of the most
visited casino resorts and attractions on the Strip,  including The Mirage,  the
Treasure Island Hotel and Casino and The Forum Shops at Caesars Palace Hotel.

      Provide a Differentiated Superior All-Suites Product
      ----------------------------------------------------

      The Hotel offers the only all-suites product with first-class services and
facilities  on the Strip.  In  management's  experience,  business  and  leisure
travelers  consider  suites  desirable,  superior  accommodations.  For business
travelers,  the Hotel's suites, which accommodate informal business meetings and
social gatherings,  offer guests a unique,  single location in which to work and
entertain in close proximity to the Expo Center and the Strip. Leisure travelers
appreciate  both the  Hotel's  spacious  suites and  extensive  facilities.  The
Company believes that the all-suites  format,  together with the Casino Resort's
many other unique attributes,  result in a highly differentiated resort product,
and provide a competitive advantage over other Strip hotel/casino properties and
resorts.

      The typical Hotel suite ranges in size from  approximately 655 square feet
to 735 square feet (compared to 360 to 400 square feet on average for a standard
room  in  competing   facilities  on  the  Strip),  and  consists  of  a  sunken
living/working area and a raised sleeping area with a marble bathroom. The suite
living/working  areas  include  a  sitting  area and a  writing  desk and  offer
business amenities such as dual-line  speakerphones,  a fax machine and dataport
access.  The bathrooms are oversized,  featuring a separate  bathtub and shower,
dual sinks and a phone. In addition,  the Hotel offers larger suites,  including
the "Presidential" and penthouse suites.

      Capitalize on the Link to the Expo Center and the Congress Center
      -----------------------------------------------------------------

      The Casino  Resort is the first themed  entertainment  resort in Las Vegas
designed  specifically  to  accommodate  large-scale  trade shows,  conventions,
conferences  and  meetings.  The Expo  Center and the  Congress  Center  provide
recurring,  predictable demand for mid-week room nights from business travelers.
During  2000,   approximately   1,356,000  visitors  attended  trade  shows  and
conventions at the Expo Center. Pursuant to the Cooperation Agreement, the owner
of the Expo Center  markets the Casino  Resort to promoters of Expo Center trade
show conventions and other events as the  "headquarters  hotel" for such events.
The Casino Resort offers attendees of events at the Expo Center and the Congress
Center the most convenient hotel accommodations in Las Vegas.

      Appeal to a Higher Budget Customer Mix
      --------------------------------------

      Management  markets the Casino Resort to attract  higher  budget  business
travelers  and free and  independent  travelers,  resulting  in a higher  budget
customer mix both on weekdays and  weekends.  By appealing to customers in these
market segments,  the Company has reduced its reliance on the lower-budget  tour
and travel market.  Management  believes that business  travelers  typically pay
more for rooms and spend more on entertainment  than weekday  customers in other
categories,  such as tour groups.  Management  believes that the Casino Resort's
central  location  adjacent to the Expo Center and the Strip and its  all-suites
hotel  product  will  allow it to  compete  effectively  for the  higher  budget
mid-week  trade show,  convention  and meeting  attendees.  On both weekdays and
weekends,  the all-suites  product at the Hotel appeals to free and  independent
leisure  travelers  and  "high-roller"  gaming  customers,  also segments of the
travel market that spend more on rooms and entertainment.

<PAGE>

      Use the Casino Resort's Themed Facilities and Location to Generate Casino
      Revenues
      -------------------------------------------------------------------------

      Management  believes the Casino captures gaming revenues from (i) the foot
traffic generated by Expo Center and Congress Center events,  (ii) Hotel guests,
(iii) the foot  traffic  generated  by shoppers  and diners at the Mall and (iv)
visitors  attracted to the Casino Resort's unique,  Venetian-themed  facilities.
The Casino Resort includes a concentration of some of the finest  restaurants in
Las Vegas, brand name and exclusive boutique shopping,  and themed entertainment
concepts.   Restaurants   are  leased  and   operated   by  several   well-known
restaurateurs,  such as Wolfgang Puck, to operate their "signature"  restaurants
at the Casino  Resort.  In addition,  the Casino  Resort has leased out a 50,000
square foot entertainment complex,  "C2K", located partly in the Mall and partly
in the Hotel.  The  combination  of brand name  awareness and extensive  theming
generates  significant foot traffic for the Casino Resort. The Casino Resort has
been designed so that foot traffic from the Strip, the Expo Center, the Congress
Center and the Hotel are  funneled  through the Casino floor in order to attract
and retain a broad base of Casino patrons.

       Target Premium Gaming Customers
       -------------------------------

       Management believes that the Casino Resort's  all-suites product,  themed
atmosphere and amenities offer gaming  customers a unique Las Vegas  experience.
The  Company  markets  the  Casino to  frequent  premium  gaming  customers.  In
particular,  the Company  seeks to attract  "high  roller"  gaming  customers by
offering  premium suites and special hotel  services.  Because of the all-suites
format in the Hotel,  the Casino  Resort is able to offer many gaming  customers
complementary  suites  (considered  premium  accommodations in Las Vegas) during
high  occupancy  periods  such as  weekends  and  holidays  when they  would not
otherwise  be offered  such  suites by the  Company's  competitors.  The Company
believes that the premium gaming  customer is a significant  market segment that
has been inadequately  addressed by the Casino Resort's competitors.  The Casino
Resort is the first all-suites resort on the Strip with facilities and amenities
designed from inception to attract and serve premium gaming customers.

The Las Vegas Market
--------------------

      Las Vegas is one of the fastest growing and largest  entertainment markets
in the  country.  Las Vegas hotel  occupancy  rates are among the highest of any
major market in the United  States.  According to the Las Vegas  Convention  and
Visitors Authority ("LVCVA"),  the number of visitors traveling to Las Vegas has
increased  at a steady  and  significant  rate for the last ten years  from 21.0
million  visitors in 1990 to 35.8 million  visitors in 2000,  a compound  annual
growth rate of 5.4%.  In addition,  the  population  of Las Vegas has grown from
approximately  863,000 in 1990 to  approximately  1,350,000  in 2000, a compound
growth rate of 4.8%. Management believes that the growth in the Las Vegas market
has been enhanced as a result of a dedicated  program by the LVCVA and major Las
Vegas hotels to promote Las Vegas as a major vacation and  convention  site, the
increased  capacity of McCarran  International  Airport and the  introduction of
large, themed destination resorts in Las Vegas.

      Las Vegas as a Trade Show, Convention and Meeting Destination
      -------------------------------------------------------------

      In 2000, Las Vegas was the most popular trade show destination (with a 25%
market  share of the Trade Show Week 200 Shows in terms of net  square  footage)
and the fourth most popular  convention  destination  in the United  States.  In
1990,  approximately 1.7 million persons attended trade shows and conventions in
Las Vegas and spent  approximately  $1.1 billion.  In 2000,  the number of trade
show and convention  attendees had increased to 3.9 million and the amount spent
by trade show and convention attendees was approximately $4.3 billion.

<PAGE>

       Trade  shows are held for the  purpose of getting  sellers  and buyers of
products or services  together  for the purpose of  conducting  business.  Trade
shows differ from conventions in that trade shows typically require  substantial
amounts of space for exhibition purposes and circulation.  Conventions generally
are group gatherings of companies or groups that require less space for breakout
meetings and general meetings of the overall group. Las Vegas offers trade shows
and conventions a unique  infrastructure for handling the world's largest shows,
including  the  concentration  of 48,000 hotel rooms  located on the Strip,  two
convention  centers (the Las Vegas  Convention  Center (the "LVCC") and the Expo
Center) with a total of approximately  3.0 million square feet of convention and
exhibition space, convenient air service from major cities throughout the United
States and other countries and significant  entertainment  opportunities.  Plans
have been  announced for the addition of 1.0 million  square feet of meeting and
convention  space to the LVCC.  The  expansion  of the LVCC is expected to bring
convention  and exhibit  space in Las Vegas to over 4.0 million  square feet. In
addition,  The MGM Grand  Hotel and  Casino has  constructed  a  conference  and
meeting facility of  approximately  300,000 gross square feet and the Mirage has
announced  plans to add 100,000 gross square feet of meeting  space.  Management
believes that Las Vegas will continue to evolve as the country's preferred trade
show and convention destination.

      Expanding Hotel Market
      ----------------------

      During 2000, Las Vegas was among the most popular vacation destinations in
the United States. Las Vegas has experienced a period of rapid hotel development
with the number of hotel and motel rooms in Las Vegas  increasing  by 69%,  from
73,730 in 1990 to 124,270 in 2000. One  additional  major property on the Strip,
the Aladdin,  opened during 2000. The Company expects that the  concentration of
quality themed casino hotels and resorts will increase  visitor  interest in Las
Vegas as a business event and vacation destination,  and, as a result,  increase
overall demand for hotel rooms, gaming and entertainment.

      Growth of Las Vegas Retail Sector and Non-Gaming Revenue Expenditures
      ---------------------------------------------------------------------

      An increasing  number of  destination  resorts are  developing  non-gaming
entertainment to complement their gaming  activities in order to draw additional
visitors. According to the LVCVA, while gaming revenues have increased from $3.4
billion in 1990 to $7.7 billion in 2000,  non-gaming  tourist revenues increased
from $10.2 billion in 1990 to $21.4 billion in 2000.  The newer large themed Las
Vegas  destination  resorts have been designed to capitalize on this development
by  providing  better  quality  hotel  rooms at higher  rates  and by  providing
expanded  shopping,  dining and entertainment  opportunities to their patrons in
addition to gaming.

      Infrastructure Improvements
      ---------------------------

      Clark  County  and   metropolitan   Las  Vegas  have   completed   several
infrastructure  improvements  to accommodate the increase in travel to Las Vegas
by all modes of transportation.  According to the LVCVA, in 2000 visitors to Las
Vegas arrived by the  following  methods of  transportation:  45% by air; 40% by
auto; 7% by bus; and 8% by recreational vehicle.

      McCarran International Airport Expansion.  During the past five years, the
facilities of McCarran  International  Airport have been expanded to accommodate
the increased number of airlines and passengers which it services. The number of
passengers traveling through McCarran  International  Airport has increased from
19.1  million in 1990 to 36.9  million in 2000.  Long-term  expansion  plans for
McCarran  International  Airport provide for additional runway and related areas
(a new runway was  completed in October  1997 and a new terminal and  additional
gates were completed in 1998).

      Spring  Mountain  Road  Improvements.   A  new  high-speed  off-ramp  from
Interstate  15 (the  primary  vehicular  access  from Los  Angeles)  onto Spring
Mountain  Road to ease traffic  congestion  on the Strip was  completed in 1999.
Spring  Mountain Road becomes Sands Avenue and  intersects the Strip adjacent to
the Venetian's  30-acre site.  This major  interchange is located  approximately
one-half mile from the Casino Resort.

Competition
-----------

      The casino/hotel industry is highly competitive. Strip hotels compete with
other  hotels on the Strip and with other  hotels in  downtown  Las  Vegas.  The
Casino Resort also competes with a large number of hotels and motels in and near
Las Vegas.  Many of the competitors of the Company are subsidiaries or divisions
of large public  companies and may have greater  financial  and other  resources
than the Company.

<PAGE>

      Hotel/Casino Properties
      -----------------------

      Competitors  of the Casino Resort include new themed resorts on the Strip,
such as The Bellagio,  Mandalay Bay,  Paris and the Aladdin.  These projects and
others added  approximately  14,900 hotel rooms to the Las Vegas  inventory from
1998 to 2000.  The Casino  Resort may also compete with the Phase II Resort,  to
the extent its business is not  complementary to that of the Casino Resort.  The
future  operating  results of the Company could be adversely  affected by excess
Las Vegas room, gaming, conference center and trade show capacity.

      The Company  believes that themed resorts are generally more successful at
generating  high volume  traffic and higher  revenues and operating  income when
compared with large-scale non-themed properties in Las Vegas.

      The Company  also  believes  that  recently  developed  integrated  themed
resorts have been more  successful  than  expansions  to existing  Strip hotels.
Themed  resorts  compete on the basis of the quality of  theming,  as well as on
more traditional bases, such as quality of rooms,  pricing and location.  Themed
resorts  tend  to be  clustered  on the  Strip,  creating  a  critical  mass  of
entertainment  experiences  which  generate  significant  traffic for the themed
resorts as a group,  thereby  capturing a larger  portion of the Las Vegas hotel
and gaming  market than  non-themed  properties.  The Company  believes that the
existence of other  competitive  themed resorts in close proximity to the Casino
Resort  directly  benefits  the Casino  Resort.  The Casino  Resort is part of a
cluster of themed  properties,  which includes The Mirage,  the Treasure  Island
Hotel and Casino,  The Bellagio and The Forum Shops at Caesars Palace Hotel. The
Company  believes that the Casino Resort benefits from the  significant  traffic
drawn to these  properties.  In addition to the  advantages of being a centrally
located, themed resort, the Cooperation Agreement and the Casino Resort's direct
connection  with the Expo Center provides the Casino Resort a unique tie-in with
one of the premier trade show and  convention  facilities in the United  States.
With these competitive advantages,  the Casino Resort is positioned to appeal to
the mid-week  meeting,  trade show,  convention and meeting  market  composed of
customers  who pay higher  average  room rates and have  higher  average  travel
budgets than other categories of weekday customers, such as tour groups.

      The  hotel/casino  operation of the Casino Resort also  competes,  to some
extent, with other hotel/casino  facilities in Nevada and in Atlantic City, with
hotel/casino  facilities  elsewhere  in the world and with state  lotteries.  In
addition,  certain states have legalized, and others may legalize, casino gaming
in specific areas,  and passage of the Indian Gaming  Regulatory Act in 1988 has
led to rapid increases in Native American gaming operations.  Such proliferation
of gaming venues could  significantly  and adversely  affect the business of the
Company.   In  particular,   the  legalization  of  casino  gaming  in  or  near
metropolitan  areas,  such as New York,  Los Angeles,  San Francisco and Boston,
from which the Company attracts customers,  could have a material adverse effect
on the business of the Company.  In March 2000,  voters in  California  approved
expanded  casino  gaming on Native  American  Reservations  in that  state.  The
expansion of gaming in California  could also have a material  adverse effect on
the business of the Company.

      Trade Show and Convention Facilities
      ------------------------------------

      The Expo Center,  the Congress Center and Las Vegas generally compete with
trade  show and  convention  facilities  located  in and  around  major  cities,
including  Atlanta,  Chicago,  New York and Orlando.  Within Las Vegas, the Expo
Center and the Congress  Center compete with the LVCC,  which is located off the
Strip and currently has 1.3 million gross square feet of convention  and exhibit
facilities.  An additional  expansion of over 1.0 million square feet of meeting
and exhibition space is planned for the LVCC in 2001 (the "LVCC Expansion").  In
addition, The MGM Grand Hotel and Casino has opened a new conference and meeting
facility of  approximately  300,000  square feet and several  other  existing or
planned major Strip hotel/casino properties are intending to expand or construct
conference   facilities.   The  conference  and  meeting   facilities  at  these
hotel/resorts are the Congress Center's primary  competition.  However,  because
none of these  hotel/resorts  plan to offer convention and trade show facilities
on the same  relative  size as the Expo Center (over 1.15  million  gross square
feet), the LVCC is expected to remain the primary competitor of the Expo Center.
To the  extent  that any of the  competitors  of the  Casino  Resort  can  offer
substantial integrated  hotel/casino and trade show and convention or conference
and meeting facilities,  the Casino Resort's competitive advantage in attracting
trade show and convention  meeting and conference  attendees  could be adversely
affected.

      If the  LVCC  Expansion  is  successful,  the  LVCC  will  be a much  more
formidable  competitor  of the Expo  Center and will be able to solely host many
large trade shows which had split space between the LVCC and the Expo Center. To
the extent that the LVCC is able to capture a  substantially  larger  portion of
the trade show and convention business in Las Vegas, there could be a materially
adverse impact the on Expo Center and in turn the Company's  financial position,
results of operations or cash flows given its link to the Expo Center.

<PAGE>

      Mall
      ----

      The Mall competes with both themed resorts,  which offer shopping,  dining
and  entertainment  opportunities  to their patrons and other retail malls in or
near Las Vegas.  The  Mall's  direct  competition  includes  The Forum  Shops at
Caesars Palace and The Desert  Passage Shops at the Aladdin.  The Forum Shops at
Caesars Palace may undergo  additional  expansions in the future.  The Mall also
competes  with The Fashion Show Mall, a more  traditional  mall located near the
Casino Resort which  currently is undergoing  expansion which will almost double
such facility's size, and the planned retail,  dining and entertainment  mall in
the Phase II Resort. Mandalay Resort Group has also announced the development of
a retail center near its new Mandalay Bay Resort.

Advertising and Marketing
-------------------------

      The  Company  advertises  in many  types of media,  including  television,
radio, newspapers,  magazines and billboards to promote general market awareness
of the Casino Resort as a unique vacation,  business and convention  destination
for its  first-class  hotel,  casino,  retail stores and  restaurants.  The Mall
tenants  also pursue their own general  advertising  and  promotional  activity,
which benefits the Mall. The Company  actively engages in direct marketing which
is targeted at specific  market  segments,  such as the meeting,  convention and
trade show market and the premium gaming market,  and database  marketing  which
focuses on high frequency, high-margin market segments such as the "high-roller"
gaming  market.  The  Company  continues  to use a preview  center  featuring  a
full-scale  model  suite in the Expo  Center to market  Casino  Resort  and Expo
Center events.

Agreements Relating to the Casino Resort
----------------------------------------

      Portions of the Casino  Resort  (excluding  the Mall) first  opened to the
general public on May 4, 1999, and the Mall opened to the general public on June
19, 1999.  Substantial  completion of the Casino Resort was achieved on November
12, 1999, and as of December 31, 1999, construction of the Casino Resort and the
Mall was  complete  and  virtually  all  construction  costs had been paid.  The
Company is currently  involved in various lawsuits,  has asserted various claims
against  various  parties,  and has had various  claims  asserted  against it by
various parties,  in connection with the construction of the Casino Resort.  The
Company is vigorously  pursuing these claims and vigorously  defending itself in
all relevant legal proceedings. See "Item 3 - Legal Proceedings."

      Construction Management Contract and Construction Manager's Contract
      Guaranty
      --------------------------------------------------------------------

      The  construction  of the  principal  components  of the Casino Resort was
undertaken by Lehrer McGovern Bovis, Inc. (the "Construction  Manager") pursuant
to a construction  management  agreement and certain  amendments  thereto (as so
amended, the "Construction  Management Contract").  The Construction  Management
Contract  established  a final  guaranteed  maximum  price (the "Final  GMP") of
$645.0 million,  so that, subject to certain exceptions  (including an exception
for  cost  overruns  due to  "scope  changes"),  the  Construction  Manager  was
responsible  for any costs of the work  covered by the  Construction  Management
Contract in excess of $645.0 million. The Construction  Management Contract also
established  a  required  "substantial  completion"  date (the date on which the
construction  of the Casino  Resort was  sufficiently  complete,  including  the
receipt of necessary permits,  licenses and approvals, so that all components of
the  Casino  Resort  could be open to the  general  public)  of April  21,  1999
(subject to extensions  on account of scope  changes and force majeure  events),
with a per-day liquidated damages penalty for failure to meet such deadline.

      The Company paid the Construction Manager a construction management fee of
1 1/2% of the Final GMP, payable in monthly installments.

       The  obligations  of the  Construction  Manager  under  the  Construction
Management  Contract are guaranteed by Bovis, Inc.  ("Bovis"),  the Construction
Manager's  direct parent at the time the  Construction  Management  Contract was
entered into (such guaranty,  the "Bovis Guaranty") . Bovis's  obligations under
the Bovis Guaranty are guaranteed by The Peninsula and Oriental Steam Navigation
Company  ("P&O"),  a  British  public  company  and the  Construction  Manager's
ultimate  parent at the time the  Construction  Management  Contract was entered
into (such  guaranty,  the "P&O  Guaranty").  With  respect to the  Construction
Manager's obligation to complete construction on schedule:  (i) for the first 30
days of any delay in such scheduled completion,  the Construction Manager solely
(and not Bovis or P&O) is liable  for  liquidated  damages,  (ii) for the 90-day
period  thereafter and subject to certain  conditions and  exceptions,  only the
insurers under the LD Policy described below (and not the Construction  Manager,
Bovis or P&O), are liable for  liquidated  damages,  and (iii) the  Construction
Manager,  Bovis and P&O are liable for liquidated damages to the extent, if any,
that the  Construction  Manager  misses the  required  deadline by more than 120
days.

<PAGE>

      Liquidated Damages Insurance
      ----------------------------

      The  Construction  Manager  obtained on behalf of the Company  (and at the
Company's  expense) a liquidated damage insurance policy (the "LD Policy").  The
LD Policy covers (with certain exceptions)  liquidated damages for delays of not
less  than one month and not more  than  four  months in  achieving  substantial
completion  beyond the date  substantial  completion  is required to be achieved
under the Construction Management Contract. See "Item 3 - Legal Proceedings."

      Cooperation Agreement
      ---------------------

      The Hotel, the Casino and Congress  Center,  the Mall and the Expo Center,
respectively,  though  separately  owned,  are  part  of an  integrally  related
project.  In order to  establish  terms for the  integrated  operation  of these
facilities,  Venetian (as owner of the Hotel,  Casino and Congress Center),  the
New Mall  Subsidiary (as owner of the Mall ) and Interface (as owner of the Expo
Center)  are  parties  to the  Cooperation  Agreement.  See  "Item 13 -  Certain
Relationships and Related Transactions - Cooperation Agreement."

      Mall Management Contract
      ------------------------

      The New Mall  Subsidiary  has entered into an  agreement  with Forest City
Enterprises  ("Forest City"), a subsidiary of Forest City Ratner Enterprises,  a
leading developer and manager of retail and commercial real estate developments,
whereby  Forest City manages the Mall and supervises and assists in the creation
of an  advertising  and  promotional  program and a marketing plan for the Mall.
Forest City is also  responsible  for,  among  other  things,  preparation  of a
detailed  plan for the routine  operation  of the Mall,  collection  and deposit
procedures for rents and other tenant  charges,  supervision of maintenance  and
repairs and, on an annual basis, preparation of a detailed budget (including any
anticipated  extraordinary  expenses and capital expenditures) for the Mall. The
term of the  management  contract is five years from June 19, 1999, the date the
Mall opened to the public.  Forest City  receives a management  fee of 2% of all
gross rents  received from the operation of the Mall;  provided that Forest City
will receive a minimum fee of $450,000 per year.  Forest City is not  affiliated
with the Sole Stockholder or any of his affiliates.

HVAC Services Agreement and Related Documents
---------------------------------------------

      Atlantic  Pacific  Las  Vegas,  LLC (the  "HVAC  Provider")  is a Delaware
limited  liability  company  and is owned by an  indirect  subsidiary  of Sempra
Energy, a utility holding company.

      Thermal  energy (i.e.,  heating and air  conditioning)  is provided to the
Casino Resort and the Expo Center by the HVAC Provider using certain heating and
air  conditioning-related  and  other  equipment  (the  "HVAC  Equipment").   In
addition, the HVAC Provider provides other energy-related services.  Pursuant to
the  Construction  Management  Contract,  the central HVAC  facility  (the "HVAC
Plant") was constructed by the  Construction  Manager on land owned by Venetian,
which land and HVAC  Plant has been  leased to the HVAC  Provider  for a nominal
annual  rent.  The HVAC  Equipment is owned by the HVAC  Provider,  and the HVAC
Provider has been  granted  appropriate  easements  and other rights so as to be
able to use the HVAC Plant and the HVAC  Equipment to supply  thermal  energy to
the Casino Resort and the Expo Center (and,  potentially,  other buildings),  so
long as such  easements do not  materially  interfere with the operations of the
Casino  Resort and the Expo  Center.  The HVAC  Provider  paid all costs  ("HVAC
Costs") in connection with the purchase and  installation of the HVAC Equipment,
which costs totaled $70 million.  Venetian acted as the HVAC Provider's agent to
cause such purchase and installation to be  accomplished.  The HVAC Provider has
entered  into  separate  service  contracts  (collectively,  the  "HVAC  Service
Agreements")  with  (i)  Venetian;  (ii)  Interface;  and  (iii)  the  New  Mall
Subsidiary,  for the  provision  of heat and cooling  requirements  at agreed-to
rates. The charges payable by all users include a fixed component  derived using
a fixed annual  interest rate of 7.1% applied to the HVAC Costs paid by the HVAC
Provider to recover a portion of the fair value of the HVAC  Equipment  over the
initial term of the service  contracts and leave an agreed-upon  residual value.
In  addition,  the users  reimburse  the HVAC  Provider  for the annual  cost of
operating and maintaining the HVAC Equipment and providing  certain other energy
related  services,  and pay the HVAC  Provider a management  fee of $500,000 per
year. Each user is allocated a portion of the total  agreed-to  charges and fees
through its service contract,  which portion includes paying 100% of the cost of
services in connection  with the HVAC  Equipment  relating  solely to such user.
Each  user is not  liable  for the  obligations  of the other  users;  provided,
however, that the New Mall Subsidiary is liable for the obligations of each Mall
tenant.  The HVAC  Service  Agreements  have an initial  term of ten years,  and
provide that upon  expiration of such term,  users will have the right,  but not
the obligation,  to collectively  either extend the term of their agreements for
two  consecutive  periods of five years each or purchase  the HVAC  Equipment in
accordance with purchase provisions set forth in the service contracts.

<PAGE>

Agreements Relating to the Phase II Resort
------------------------------------------

      The Casino Resort was developed on a stand-alone  basis as the first phase
of the planned  two-phase  redevelopment at the site of the demolished Sands. In
the  planned  second  phase  of the  redevelopment,  it is  contemplated  that a
wholly-owned,  indirect  subsidiary of Venetian (the "Phase II Subsidiary") will
construct and develop the Phase II Resort,  which also is planned to be a themed
resort.  In the event the Phase II Resort is not constructed,  the Casino Resort
has all the attributes and  facilities to operate as a stand-alone  resort.  See
"Item 13 -Certain Relationships and Related Transactions - Possible Conflicts of
Interest."

      If the Phase II Resort is  constructed,  the following  agreements  may be
entered into by the Phase II Subsidiary and its  subsidiaries,  on the one hand,
and the Company, Venetian and the New Mall Subsidiary, on the other hand:

      Casino Lease
      ------------

      If the Phase II Resort  is  constructed,  in order to avoid the need for a
separate  gaming  license  for the Phase II  Subsidiary,  LVSI or  Venetian  may
operate  the casino for the Phase II Resort  pursuant  to a lease (the "Phase II
Casino Lease").  The Phase II Casino Lease may have terms substantially  similar
to the Casino Lease. The Company or Venetian, as the case may be, may agree that
they  shall  operate  the  casino  in the  Phase II  Resort  and the  Casino  in
substantially  similar manners, and the Company or Venetian, as the case may be,
may agree to have common  gaming and  surveillance  operations  in such  casinos
(based on equal allocations of revenues and operating costs).

      Phase II HVAC Services Agreement
      --------------------------------

      The Cooperation Agreement permits the owner of the land on which the Phase
II Resort  will be built (the  "Phase II Land") to enter  into an HVAC  Services
Agreement to receive HVAC services from the HVAC Plant. Any such agreement would
have to be on terms  satisfactory  to the HVAC Provider.  See "Item 13 - Certain
Relationships and Related Transactions - Cooperation Agreement."

      Phase I - Phase II Joint Operation Arrangements
      -----------------------------------------------

      With  respect  to the  future  development  of the  Phase II  Resort,  the
Cooperation  Agreement  provides that, prior to the commencement of construction
of the Phase II Resort,  Venetian may approve the plans and  specifications  for
the Phase II Resort,  subject to the rights of certain lenders of the Company to
approve any  construction  or operation  of a restaurant  or retail mall complex
located in the Phase II Resort and connected to the Mall. Additionally, Venetian
and the Phase II  Subsidiary  will agree in good  faith,  and upon  commercially
reasonable terms, on: (i) appropriate  mutual operating  covenants for the Hotel
and the  Casino  and the  Phase II  Resort  other  than the mall in the Phase II
Casino Resort (the "Phase II Mall"), (ii) joint marketing and advertising of the
Hotel and the Casino and the Phase II Resort other than the Phase II Mall, (iii)
certain  shared  casino  operations at the Hotel and the Casino and the Phase II
Resort  other than the Phase II Mall,  (iv) the sharing of customer  information
with  respect to the Hotel and the Casino and the Phase II Resort other than the
Phase II Mall,  (v) the  joint  purchasing  of  insurance  for the Hotel and the
Casino  and the  Phase II  Resort  other  than the  Phase II Mall,  (vi)  shared
security  operations  for the Hotel and the Casino and the Phase II Resort other
than the  Phase II Mall and  (vii) any  other  matters  that  would be of mutual
benefit in owning and operating the Hotel and the Casino and the Phase II Resort
other than the Phase II Mall.

Regulation and Licensing
------------------------

      The ownership  and  operation of casino gaming  facilities in the State of
Nevada  are  subject  to the  Nevada  Gaming  Control  Act and  the  regulations
promulgated  thereunder  (collectively,  the  "Nevada  Act") and  various  local
regulations.  The Company's  gaming  operations are subject to the licensing and
regulatory  control of the Nevada Gaming  Commission (the "Nevada  Commission"),
the Nevada  Gaming  Control  Board (the "NGCB") and the Clark County  Liquor and
Gaming  Licensing Board (the "CCLGLB" and,  together with the Nevada  Commission
and the NGCB, the "Nevada Gaming Authorities").

      The laws,  regulations  and  supervisory  procedures  of the Nevada Gaming
Authorities  are based upon  declarations  of public  policy that are  concerned
with, among other things:  (i) the prevention of unsavory or unsuitable  persons
from having a direct or indirect  involvement  with gaming at any time or in any
capacity;  (ii) the  establishment  and  maintenance of  responsible  accounting

<PAGE>

practices and procedures;  (iii) the maintenance of effective  controls over the
financial  practices  of  licensees,  including  the  establishment  of  minimum
procedures  for  internal  fiscal  affairs  and the  safeguarding  of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities;  (iv) the prevention of cheating and
fraudulent  practices;  and (v)  providing a source of state and local  revenues
through  taxation and licensing  fees. Any change in such laws,  regulations and
procedures could have an adverse effect on the Company's gaming operations or on
the operation of the Casino Resort.

      The Company is required to be licensed by the Nevada Gaming Authorities to
operate a casino, and is currently so licensed.  The gaming license requires the
periodic  payment of fees and taxes and is not  transferable.  The  Company  was
registered  by  the  Nevada   Commission  as  a  publicly   traded   corporation
("Registered  Corporation")  and as  such,  must  periodically  submit  detailed
financial and operating reports to the Nevada Gaming Authorities and furnish any
other information that the Nevada Gaming Authorities may require.  No person may
become a stockholder  of, or receive any percentage of profits from, the Company
without  first   obtaining   licenses  and  approvals  from  the  Nevada  Gaming
Authorities.  The  Company  operates  the Casino  pursuant  to the Casino  Lease
between LVSI and Venetian,  which provides for a fixed monthly  rental  payment.
The Company possesses all state and local government  registrations,  approvals,
permits  and  licenses  required  in order for the  Company  to engage in gaming
activities at the Casino Resort.

      The Nevada Gaming  Authorities  may  investigate  any individual who has a
material  relationship to, or material involvement with, the Company or Venetian
to  determine  whether  such  individual  is suitable or should be licensed as a
business  associate of a gaming  licensee.  Officers,  directors and certain key
employees  of the Company  must file  application  and be licensed by the Nevada
Gaming Authorities

      The Nevada Gaming  Authorities  may deny an application for licensing or a
finding  of  suitability  for any cause  they  deem  reasonable.  A  finding  of
suitability  is  comparable to  licensing;  both require  submission of detailed
personal and financial  information  followed by a thorough  investigation.  The
applicant for licensing or a finding of  suitability,  or the gaming licensee by
whom the  applicant is employed or for whom the applicant  serves,  must pay all
the costs of the  investigation.  Changes in licensed positions must be reported
to the Nevada Gaming Authorities,  and in addition to their authority to deny an
application  for a finding  of  suitability  or  licensure,  the  Nevada  Gaming
Authorities have jurisdiction to disapprove a change in a corporate position.

      If the Nevada Gaming Authorities were to find an officer,  director or key
employee  unsuitable for licensing or to continue having a relationship with the
Company or Venetian,  it would have to sever all relationships with such person.
In addition,  the Nevada  Commission  may require the Company to  terminate  the
employment  of  any  person  who  refuses  to  file  appropriate   applications.
Determinations  of suitability  or of questions  pertaining to licensing are not
subject to judicial review in Nevada.

      The Company is required to submit detailed financial and operating reports
to the Nevada  Commission.  Substantially all material loans,  leases,  sales of
securities and similar financing transactions by the Company must be reported to
or approved by the Nevada Commission.

      If it were determined that the Nevada Act was violated by the Company, the
registration  and gaming  licenses it then holds could be limited,  conditioned,
suspended  or  revoked,   subject  to  compliance  with  certain  statutory  and
regulatory  procedures.  In addition, the Company and the persons involved could
be subject to substantial fines for each separate violation of the Nevada Act at
the  discretion  of the  Nevada  Commission.  Further,  a  supervisor  could  be
appointed  by the Nevada  Commission  to operate the Casino  Resort  and,  under
certain  circumstances,  earnings generated during the supervisor's  appointment
(except for the reasonable rental value of the Casino Resort) could be forfeited
to the State of Nevada.  Limitation,  conditioning  or  suspension of any gaming
registration or license or the appointment of a supervisor could (and revocation
of any gaming license would)  materially  adversely affect the gaming operations
of the Company.

      Any beneficial  holder of the Company's voting  securities,  regardless of
the  number  of  shares  owned,  may be  required  to  file an  application,  be
investigated, and have their suitability as a beneficial holder of the Company's
voting securities determined if the Nevada Commission has reason to believe that
such ownership would otherwise be inconsistent with the declared policies of the
State of Nevada.  The applicant must pay all costs of investigation  incurred by
the Nevada Gaming Authorities in conducting any such investigation.

      The  Nevada Act  requires  any  person  who  acquires  more than 5% of the
Company's voting securities to report the acquisition to the Nevada  Commission.
The Nevada Act requires that beneficial owners of more than 10% of the Company's
voting  securities  apply to the Nevada  Commission for a finding of suitability
within  thirty  days after the  Chairman  of the Nevada  Board mails the written
notice requiring such filing.  Under certain  circumstances,  the "institutional
investor"  as defined in the Nevada Act,  which  acquires  more than 10% but not
more  than 15% of the  Company's  voting  securities,  may  apply to the  Nevada
Commission  for a waiver of such finding of  suitability  if such  institutional

<PAGE>

investor  holds  the  voting   securities  for  investment   purposes  only.  An
institutional  investor  shall  not be  deemed  to hold  voting  securities  for
investment  purposes unless the voting  securities were acquired and are held in
the  ordinary  course of business as an  institutional  investor and not for the
purpose of causing,  directly or  indirectly,  the election of a majority of the
members of the board of directors of the  Company,  any change in the  Company's
corporate charter, bylaws, management,  policies or operations of the Company or
any of its gaming  affiliates,  or any other action which the Nevada  Commission
finds to be  inconsistent  with  holding the  Company's  voting  securities  for
investment purposes only. Activities that are not deemed to be inconsistent with
holding voting  securities for investment  purposes only include:  (i) voting on
all matters voted on by stockholders;  (ii) making financial and other inquiries
of management of the type normally made by securities analysts for informational
purposes and not to cause a change in its  management,  policies or  operations;
and (iii) such other  activities  as the Nevada  Commission  may determine to be
consistent  with such  investment  intent.  If the  beneficial  holder of voting
securities who must be found suitable is a corporation, partnership or trust, it
must submit  detailed  business and  financial  information  including a list of
beneficial  owners.  Under a new  provision of the Nevada Act and under  certain
circumstances,  an "institutional  investor" as defined in the Nevada Act, which
intends to acquire not more than 15% of any class of nonvoting  securities  of a
privately-held  corporation,  limited  partnership or limited  liability company
that is also a  registered  holding or  intermediary  company or the holder of a
gaming  license,  may apply to the Nevada  Commission  for a waiver of the usual
prior  licensing or finding of  suitability  requirement  if such  institutional
investor  holds such  nonvoting  securities  for  investment  purposes  only. An
institutional  investor  shall not be deemed to hold  nonvoting  securities  for
investment purpose unless the nonvoting securities were acquired and are held in
the ordinary course of business as an  institutional  investor,  do not give the
institutional investor management authority, and do not, directly or indirectly,
allow the  institutional  investor to vote for the  election or  appointment  of
members  of the board of  directors,  a general  partner or  manager,  cause any
change in the  articles of  organization,  operating  agreement,  other  organic
document,  management, polices or operations, or cause any other action that the
Nevada Commission finds to be inconsistent with holding nonvoting securities for
investment purposes only. Activities that are not deemed to be inconsistent with
holding nonvoting securities for investment purpose only include: (i) nominating
any candidate for election or  appointment to the entity's board of directors or
equivalent in connection with a debt  restructuring;  (ii) making  financial and
other inquires of management of the type normally made by securities analyst for
informational  purposes  and not to cause a change in the  entity's  management,
polices or operations;  and (iii) such other activities as the Nevada Commission
may determine to be consistent  with such investment  intent.  If the beneficial
holder of  nonvoting  securities  who must be found  suitable is a  corporation,
partnership or trust, it must submit detailed business and financial information
including a list of  beneficial  owners.  The  applicant  is required to pay all
costs of  investigation.  Any person who fails or refuses to apply for a finding
of  suitability  or a license within thirty days after being ordered to do so by
the  Nevada  Commission  or the  Chairman  of the  Nevada  Board,  may be  found
unsuitable.  The same restrictions  apply to a record owner if the record owner,
after request,  fails to identify the beneficial  owner.  Any stockholder  found
unsuitable and who holds,  directly or indirectly,  any beneficial  ownership of
the common stock of a Registered  Corporation  beyond such period of time as may
be prescribed by the Nevada Commission may be guilty of a criminal offense.  The
Company is subject to  disciplinary  action if, after it receives  notice that a
person is unsuitable to be a stockholder or to have any other  relationship with
the Company or Venetian it: (i) pays that person any  dividend or interest  upon
voting securities of the Company; (ii) allows that person to exercise,  directly
or  indirectly,  any voting  right  conferred  through  securities  held by that
person; (iii) pays remuneration in any form to that person for services rendered
or  otherwise;  or (iv)  fails to pursue all  lawful  efforts  to  require  such
unsuitable  person to relinquish  his voting  securities for cash at fair market
value. Additionally, the CCLGLB has taken the position that it has the authority
to  approve  all  persons  owning or  controlling  the stock of any  corporation
controlling a gaming license.

      The Nevada  Commission may, in its  discretion,  require the holder of any
debt  security  of  a  Registered   Corporation  to  file  an  application,   be
investigated  and be found  suitable to own the debt  security  of a  Registered
Corporation.  If the Nevada Commission determines that a person is unsuitable to
own such security,  then pursuant to the Nevada Act, the Registered  Corporation
can be  sanctioned,  including the loss of its  approvals,  if without the prior
approval of the Nevada  Commission,  it: (i) pays to the  unsuitable  person any
dividend,  interest, or any distribution whatsoever;  (ii) recognizes any voting
right by such unsuitable  person in connection with such securities;  (iii) pays
the unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable  person  by  way  of  principal,  redemption,  conversion,  exchange,
liquidation, or similar transaction.

      LVSI is required to maintain a current  stock ledger in Nevada that may be
examined by the Nevada Gaming  Authorities  at any time. If any  securities  are
held in trust by an agent or by a nominee,  the record holder may be required to
disclose the identity of the beneficial owner to the Nevada Gaming  Authorities.
A failure to make such  disclosure  may be grounds for finding the record holder
unsuitable.  The  Company is also  required  to  disclose  the  identity  of the
beneficial  owner to the  Nevada  Gaming  Authorities.  A  failure  to make such

<PAGE>

disclosure may be grounds for finding the record holder unsuitable.  The Company
is also required to render maximum assistance in determining the identity of the
beneficial  owner.  LVSI stock  certificates  bear a legend indicating that such
securities are subject to the Nevada Act.

      LVSI and Venetian may not make a public offering of any securities without
the prior  approval of the Nevada  Commission if the  securities or the proceeds
therefrom  are  intended  to be used to  construct,  acquire or  finance  gaming
facilities  in  Nevada,  or to retire or extend  obligations  incurred  for such
purposes. The hypothecation of the Company's assets and restrictions on stock in
connection  with any public  offering  will  require  the prior  approval of the
Nevada  Commission.  In addition,  the  hypothecation  of Venetian's  assets and
restrictions  on stock in  respect  of any  public  offering  will  require  the
approval of the Nevada Commission to remain effective.

      Changes in control of the Company through merger, consolidation,  stock or
asset acquisitions,  management or consulting agreements,  or any act or conduct
by any person whereby he or she obtains control, may not occur without the prior
approval  of the Nevada  Commission.  Entities  seeking to acquire  control of a
Registered   Corporation  must  satisfy  the  NGCB  and  the  Nevada  Commission
concerning a variety of stringent  standards  prior to assuming  control of such
Registered  Corporation.  The Nevada  Commission  may also  require  controlling
stockholders,   officers,   directors  and  other  persons   having  a  material
relationship or involvement with the entity proposing to acquire control,  to be
investigated and licensed as part of the approval process of the transaction.

      The Nevada  legislature  has  declared  that some  corporate  acquisitions
opposed by management,  repurchases of voting  securities and corporate  defense
tactics affecting Nevada gaming licensees,  and Registered Corporations that are
affiliated  with those  operations,  may be injurious  to stable and  productive
corporate  gaming.  The Nevada Commission has established a regulatory scheme to
ameliorate the  potentially  adverse  effects of these  business  practices upon
Nevada's  gaming  industry  and to  further  Nevada's  policy to: (1) assure the
financial  stability of corporate  gaming operators and their  affiliates;  (ii)
preserve the beneficial  aspects of conducting  business in the corporate  form;
and (iii) promote a neutral  environment for the orderly governance of corporate
affairs.  Approvals  are,  in certain  circumstances,  required  from the Nevada
Commission  before  the  Company  can make  exceptional  repurchases  of  voting
securities  above the  current  market  price  thereof  and  before a  corporate
acquisition opposed by management can be consummated.

      The Nevada Act also requires prior approval of a plan of  recapitalization
proposed by the Company's  board of directors in response to a tender offer made
directly  to the  Registered  Corporation's  stockholders  for the  purposes  of
acquiring control of the Registered Corporation.

      License fees and taxes,  computed in various ways depending on the type of
gaming or  activity  involved,  are  payable to the State of Nevada and to Clark
County,  Nevada.  Depending upon the particular fee or tax involved,  these fees
and taxes are payable either  monthly,  quarterly or annually and are based upon
either:  (i) a percentage  of the gross  revenues  received;  (ii) the number of
gaming devices operated;  or (iii) the number of table games operated.  A casino
entertainment  tax also is paid by the Company  where certain  entertainment  is
provided  in a  cabaret,  nightclub,  cocktail  lounge  or  casino  showroom  in
connection with the serving or selling of food, refreshments or merchandise.

      Any person who is licensed, required to be licensed, registered,  required
to be registered,  or is under common  control with such persons  (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada,  is  required  to  deposit  with the NGCB and,  thereafter  maintain,  a
revolving fund in the amount of $10,000 to pay the expenses of  investigation by
the NGCB of their  participation  in such foreign gaming.  The revolving fund is
subject to  increase or decrease  at the  discretion  of the Nevada  Commission.
Thereafter,  Licensees  are also  required  to  comply  with  certain  reporting
requirements   imposed  by  the  Nevada  Act.  Licensees  are  also  subject  to
disciplinary  action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation,  fail to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity  required of Nevada gaming  operations,  engage in activities that
are  harmful to the State of Nevada or its ability to collect  gaming  taxes and
fees, or employ a person in the foreign  operation who has been denied a license
or a finding of suitability in Nevada on the ground of personal unsuitability.

      The sale of  alcoholic  beverages  by the  Company on the  premises of the
Casino Resort is subject to licensing,  control and regulation by the applicable
local  authorities.  The Company has  obtained  Clark  County  gaming and liquor
licenses.  All licenses are  revocable  and are not  transferable.  The agencies
involved  have  full  power to limit,  condition,  suspend  or  revoke  any such
license,  and any such  disciplinary  action could (and revocation would) have a
material adverse effect upon the operations of the Company.

<PAGE>

Employees
---------

      The Company directly employs  approximately  4,000 employees in connection
with the  Casino  Resort.  The  Casino  Resort's  employees  are not  covered by
collective  bargaining  agreements.  Most,  but not  all  major  casino  resorts
situated on the Strip have  collective  bargaining  contracts  covering at least
some of the labor force at such sites. The unions currently on the Strip include
the Local 226 of the Hotel  Employees  and  Restaurant  Employees  International
Union (the  "Local"),  the Operating  Engineers  Union and the Teamsters  Union.
Although no assurances can be given,  if employees  decided to be represented by
labor unions,  management does not believe that such representation would have a
material  impact  upon  the  Company's  results  of  operations,  cash  flows or
financial position.

      The Local has  requested  the Company to  recognize  it as the  bargaining
agent for  employees  of the Casino  Resort.  The Company has declined to do so,
believing that the future  employees are entitled to select their own bargaining
agent,  if any.  In the past,  when other  hotel/casino  operators  have taken a
similar  position,  the  Local  has  engaged  in  certain   confrontational  and
obstructive  tactics,  including  contacting  potential  customers,  tenants and
investors,  objecting to various  administrative  approvals and  picketing.  The
Local has  engaged in such  tactics  with  respect to the Casino  Resort and may
continue  to do so.  Although  the  Company  believes it will be able to operate
despite such  dispute,  no assurance  can be given that it will be able to do so
and that such  failure  would not  result in a  material  adverse  effect on the
Company's result of operations, cash flows or financial position.

Risk Factors
------------

      The following  risk factors  should be read  carefully in connection  with
evaluating  the Company and the  forward-looking  statements  contained  in this
Annual  Report  on  Form  10-K.  Any of the  following  risks  could  materially
adversely affect the Company, its operating results, its financial condition and
the actual outcome of matters as to which forward-looking statements are made in
this Annual Report on Form 10-K. Certain statements in "Risk Factors" constitute
"forward-looking  statements." Actual results could differ materially from those
projected in the  forward-looking  statements as a result of certain factors and
uncertainties  set forth below and elsewhere in this Annual Report on Form 10-K.
See "Item 7 - Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations - Special Note Regarding Forward-Looking Statements."

      Substantial Leverage; Ability to Service Debt
      ---------------------------------------------

      At December 31, 2000, the Company had total  indebtedness of approximately
$913,412,000  (including  $4,263,000 million of accreted original issue discount
on the  Senior  Subordinated  Notes).  See "Item 8 -  Financial  Statements  and
Supplementary Data - Notes to Financial Statements - Note 8 Long-Term Debt." The
substantial  indebtedness  of the Company  could limit its ability to respond to
changing business and economic  conditions.  Further,  there can be no assurance
that the Company  will have the right under the  agreements  governing  its debt
obligations to issue any additional debt as may be necessary or desirable.

      The  ability of the  Company to make  interest  payments  on its  existing
indebtedness  depends  on its  ability  to  generate  sufficient  cash flow from
operations.  There can be no assurance that the Company will be able to generate
sufficient  cash  flow  to  meet  its  expenses,  including  such  debt  service
requirements.

      Operating Restrictions
      ----------------------

      The terms of the Company's  secured bank credit  facility,  the Indentures
and the other  agreements  governing  the  indebtedness  of the  Company  impose
significant   operating  and  financial   restrictions  on  the  Company.   Such
restrictions significantly limit or prohibit, among other things, the ability of
LVSI,  Venetian and their  subsidiaries to incur additional  indebtedness,  make
certain capital  expenditures,  repay indebtedness prior to its stated maturity,
create liens, sell assets or engage in mergers or acquisitions.  There can be no
assurances that these  restrictions will not adversely affect the ability of the
Company  to finance  its  future  operations  or  capital  needs.  See "Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."

      Business Contingencies; Competition
      -----------------------------------

      The  operations  of the  Company  are  subject  to  significant  business,
economic,  regulatory and competitive  uncertainties and contingencies,  many of
which are beyond the control of the Company. No assurances can be given that the
Company will  continue to manage the Casino  Resort on a profitable  basis or to
attract a sufficient  number of guests,  gaming  customers and other visitors to
the Casino Resort to make its various operations profitable  independently or as
a whole.

<PAGE>

      The casino/hotel industry is highly competitive. Hotels located on or near
the Strip  compete  with other Strip  hotels and with other hotels in Las Vegas.
The Casino Resort also competes with a large number of hotels and motels located
in and near Las Vegas. The Mall competes with retail malls in or near Las Vegas,
including  The Fashion  Show Mall,  The Forum Shops at Caesars  Palace Hotel and
retailers in theme-oriented  resorts. Many of the competitors of the Company are
subsidiaries  or  divisions  of large  public  companies  and may  have  greater
financial and other resources than the Company. See "- Competition."

      Construction Claims
      -------------------

      The  Company is party to  litigation  matters  and  claims  related to its
operations and the  construction of the Casino Resort.  The Company is currently
involved in various  lawsuits,  has  asserted  various  claims  against  various
parties,  and has had various claims asserted against it by various parties,  in
connection  with the  construction  of the  Casino  Resort.  All of the  pending
litigation is in preliminary stages, and it is not yet possible to determine the
ultimate outcomes. If any litigation or other proceedings  concerning the claims
of the Construction  Manager or its subcontractors were decided adversely to the
Company, such litigation or other lien proceedings could have a material adverse
effect on the  financial  position,  results of  operations or cash flows of the
Company to the extent such  litigation is not covered by the  Insurance  Policy.
See "Item 3 - Legal Proceedings."

      Government Regulation
      ---------------------

      The gaming  operations  and the ownership of securities of the Company are
subject  to  extensive  regulation  by the Nevada  Commission,  the NGCB and the
CCLGLB.  The Nevada  Gaming  Authorities  have broad  authority  with respect to
licensing  and  registration  of  entities  and  individuals  involved  with the
Company. See "- Regulation and Licensing."

      Although the Company currently holds a gaming license issued by the Nevada
Gaming  Authorities,  the Nevada  Gaming  Authorities  may,  among other things,
revoke the gaming  license of any corporate  entity (a "Corporate  Licensee") or
the  registration  of a Registered  Corporation  or any entity  registered  as a
holding  company  of a  Corporate  Licensee.  In  addition,  the  Nevada  Gaming
Authorities  may revoke the license or finding of  suitability  of any  officer,
director,  controlling  person,  shareholder,  noteholder  or key  employee of a
licensed or  registered  entity.  If the gaming  licenses  of the  Company  were
revoked for any reason,  the Nevada Gaming Authorities could require the closing
of the Casino,  which would result in a material  adverse effect on the business
of the Company.

      Dependence Upon Key Management
      ------------------------------

      The  ability of the  Company  to  maintain  its  competitive  position  is
dependent to a large degree on the services of the Company's  senior  management
team, including Sheldon G. Adelson, currently LVSI's sole stockholder.  Although
certain of the senior  managers of the Company have  employment  agreements with
the Company,  there can be no assurance that such  individuals  will remain with
the Company.  The death or loss of the services of any of the senior managers or
an inability to attract and retain additional senior management  personnel could
have a material  adverse  effect on the Company.  There can be no assurance that
the Company will be able to retain its existing senior  management  personnel or
to attract additional qualified senior management personnel.

      Sole Stockholder
      ----------------

      The  Sole  Stockholder  beneficially  owns all of the  outstanding  common
equity of  Venetian  and LVSI.  LVSI acts as the  managing  member of  Venetian.
Except for actions that require the approval of the Special Director (as defined
herein), the Sole Stockholder will be able to control the business, policies and
affairs of the Company,  including the election of directors and major corporate
transactions of LVSI.

      Possible Conflicts of Interest
      ------------------------------

      The  planned  second  phase  of  the  redevelopment  at  the  site  of the
demolished  Sands is the Phase II  Resort.  The Phase II Resort is planned to be
constructed on the Phase II Land. There is no guarantee that the Phase II Resort
will be built in the near future, in the manner currently planned, or at all. In
addition, although the Company intends to construct the Phase II Resort so as to
mitigate the impact of such  construction on the Casino Resort,  there can be no
assurance that such  construction will commence as planned,  and therefore,  the
construction of the Phase II Resort may adversely  impact portions of the Casino
Resort.

<PAGE>

      The  common  ownership  of the  Casino  Resort and the Phase II Resort may
result in potential  conflicts of interest.  For example,  management  may offer
discounts  and other  incentives  for  visitors  to stay at the Phase II Resort,
which might  result in a  competitive  advantage of the Phase II Resort over the
Casino Resort.  In addition,  management may choose to allocate certain business
opportunities to the Phase II Resort rather than to the Casino Resort.  Although
common  ownership  of both the Casino  Resort and the Phase II Resort  often may
result in economies,  efficiencies and joint business  opportunities for the two
resorts in the aggregate, the Casino Resort may, in certain circumstances,  bear
the greater burden of the expenses that are shared by both resorts. In addition,
inasmuch as there may be a common  management for both the Casino Resort and the
Phase II Resort, management's time may be split between overseeing the operation
of each resort, and management,  in certain circumstances,  may devote more time
to its ownership  and  operations  responsibilities  of the Phase II Resort than
those of the Casino  Resort.  Finally,  because it is expected  that the Company
will lease and operate the casino for the Phase II Resort,  potential  conflicts
may  arise  from the  common  operation  of the  Casino  and the Phase II Resort
casino, such as the allocation of management's time.

      The common ultimate  ownership,  and management,  of the Casino Resort and
the Expo Center also may result in potential  conflicts  of  interest.  The Expo
Center  and the  Congress  Center  are  potential  competitors  in the  business
conference and meetings business. As a result, the Casino Resort could engage in
certain businesses that may have an adverse impact on the Expo Center.  However,
under the Cooperation  Agreement,  Venetian has agreed that it will not conduct,
or permit to be conducted at the Casino  Resort,  trade shows or  expositions of
the type generally held at the Expo Center.  Furthermore,  management may engage
in marketing  practices  with respect to the Casino  Resort that are intended to
benefit the Expo Center and may have a detrimental  effect on the Casino Resort.
See "Item 13 - Certain  Relationships  and Related  Transactions  -  Cooperation
Agreement."

ITEM 2. --PROPERTIES
--------------------

      Prior to October 1998, Venetian owned approximately 44 acres of land on or
near the Strip on the site of the former Sands.  Such property includes the site
on which the Casino Resort was constructed.  Approximately 14 acres of such land
was  transferred  to the Phase II  Subsidiary  in October  1998. On December 31,
1999, the Sole  Stockholder  indirectly  contributed an additional 1.75 acres of
land located on the Strip to the Phase II Subsidiary (at its historical  cost of
$11.8 million) as a common equity capital  contribution.  The Phase II Resort is
planned to be constructed adjacent to the Casino Resort.

ITEM 3. --LEGAL PROCEEDINGS
---------------------------

      The  Company is party to  litigation  matters  and  claims  related to its
operations and the construction of the Casino Resort. Except as described below,
the Company does not expect that the final resolution of these matters will have
a material  adverse impact on the financial  position,  results of operations or
cash flows of the Company.

      On July 30,  1999,  Venetian  filed a complaint  against the  Construction
Manager and Bovis in United  States  District  Court for the District of Nevada.
The  action  alleges  breach of  contract  by the  Construction  Manager  of its
obligations under the Construction  Management Contract and a breach of contract
by Bovis of its obligations under the Bovis Guaranty, including failure to fully
pay trade  contractors  and  vendors  and  failure  to meet the  April 21,  1999
guaranteed  completion  date. The Company amended this complaint on November 23,
1999 to add P&O as an  additional  defendant.  The suit is  intended  to ask the
courts,  among  other  remedies,  to require  the  Construction  Manager and its
guarantors to pay its contractors,  to compensate  Venetian for the Construction
Manager's  failure  to  perform  its duties  under the  Construction  Management
Contract and to pay the Company the agreed upon  liquidated  damages penalty for
failure to meet the guaranteed substantial completion date. Venetian seeks total
damages in excess of $50.0 million.  The Construction Manager subsequently filed
motions to dismiss the Company's complaint on various grounds, which the Company
opposed.  The Construction  Manager's principal motions to date have either been
denied by the court or voluntarily withdrawn.

      In  response  to  Venetian's   breach  of  contract   claims  against  the
Construction Manager,  Bovis and P&O, the Construction Manager filed a complaint
on  August 3, 1999  against  Venetian  in the  District  Court of Clark  County,
Nevada.  The action  alleges a breach of contract and quantum meruit claim under
the Construction  Management  Contract and also alleges that Venetian  defrauded
the  Construction  Manager in  connection  with the  construction  of the Casino
Resort.  The Construction  Manager seeks damages,  attorney's fees and costs and
punitive  damages.  In the lawsuit,  the Construction  Manager claims that it is
owed  approximately  $90.0  million  from  Venetian  and  its  affiliates.  This
complaint was subsequently amended by the Construction Manager, which also filed

<PAGE>

an  additional  complaint  against the  Company  relating to work done and funds
advanced with respect to the  contemplated  development  of the Phase II Resort.
Based  upon  its  preliminary  review  of the  complaints,  the  fact  that  the
Construction Manager has not provided Venetian with reasonable  documentation to
support such claims, and the Company's belief that the Construction  Manager has
materially  breached its agreements with the Company,  the Company believes that
the  Construction  Manager's  claims are without merit and intends to vigorously
defend  itself and pursue its claims  against  the  Construction  Manager in any
litigation.

      In  connection  with  these   disputes,   as  of  December  31,  1999  the
Construction  Manager and its  subcontractors  filed mechanics liens against the
Casino Resort for $145.6 million and $182.2 million,  respectively.  The Company
believes  that a  major  reason  these  lien  amounts  exceed  the  Construction
Manager's  claims of $90.0 million is based upon a duplication  of liens through
the inclusion of lower tier claims by subcontractors in the liens of higher tier
contractors,  including the lien of the Construction Manager. As of December 31,
1999,  the Company had  purchased  surety bonds for  virtually all of the claims
underlying  these liens (other than  approximately  $15.0 million of claims with
respect to which the Construction  Manager purchased bonds). As a result,  there
can be no  foreclosure  of the Casino  Resort in  connection  with the claims of
Construction  Manager  and its  subcontractors.  However,  the  Company  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.  If
such claims are not settled,  it is likely to take a significant  amount of time
for their validity to be judicially determined.

      The Company  believes that these claims are, in general,  unsubstantiated,
without merit,  overstated and/or duplicative.  The Construction  Manager itself
has publicly acknowledged that at least some of the claims of its subcontractors
are without  merit.  In  addition,  the Company  believes  that  pursuant to the
Construction  Management Contract and the Final GMP, the Construction Manager is
responsible  for  payment of any  subcontractors'  claims to the extent they are
determined to be valid. The Company may also have a variety of other defenses to
the liens  that have  been  filed,  including,  for  example,  the fact that the
Construction Manager and its subcontractors  previously waived or released their
right to file liens against the Casino Resort. The Company intends to vigorously
defend itself in any lien proceedings.

      On August 9, 1999, the Company notified the insurance  companies providing
coverage  under the LD Policy  that it has a claim  under the LD Policy.  The LD
Policy provides insurance  coverage for the failure of the Construction  Manager
to achieve  substantial  completion of the portions of the Casino Resort covered
by the  Construction  Management  Contract  within 30 days of the April 21, 1999
deadline,  with a maximum  liability under the LD Policy of approximately  $24.1
million and with coverage being provided, on a per-day basis, for days 31-120 of
the delay in the  achievement  of  substantial  completion.  Because the Company
believes that  substantial  completion was not achieved until November 12, 1999,
the Company's claim under the LD Policy is likely to be for the  above-described
maximum  liability of $24.1 million.  The Company expects the LD Policy insurers
to assert many of the same claims and defenses that the Construction Manager has
or will assert in the above-described litigations. Liability under the LD Policy
may ultimately be determined by binding arbitration.

      In June 2000, the Company  purchased an insurance  policy (the  "Insurance
Policy") for loss coverage in  connection  with all  litigation  relating to the
construction  of the Casino Resort (the  "Construction  Litigation").  Under the
Insurance  Policy,  the Company will self-insure the first $45.0 million and the
insurer will insure up to the next $80.0 million of any possible covered losses.
The  Insurance  Policy  provides  coverage  for any  amounts  determined  in the
Construction   Litigation  to  be  owed  to  the  Construction  Manager  or  its
subcontractors relating to claimed delays, inefficiencies,  disruptions, lack of
productivity/unauthorized  overtime or schedule impact,  allegedly caused by the
Company during  construction of the Casino Resort, as well as any defense costs.
The  insurance  is in  addition  to,  and  does not  affect;  any  scope  change
guarantees  provided by the Sole Stockholder  pursuant to the Sole Stockholder's
$25.0 million collateralized completion guaranty (the "Completion Guaranty").

      All of the pending litigation described above is in preliminary stages and
it is not yet possible to determine its ultimate  outcome.  If any litigation or
other  proceedings  concerning  the  claims of the  Construction  Manager or its
subcontractors  were decided adversely to the Company,  such litigation or other
lien proceedings could have a material adverse effect on the financial position,
results  of  operations  or  cash  flows  of the  Company,  to the  extent  such
litigation is not covered by the Insurance Policy.

<PAGE>

ITEM 4. --SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

      Not applicable.




<PAGE>

                                     PART II

ITEM 5.--MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

Market Information
------------------

      There is no  established  trading  market for the common stock of LVSI and
the Company is not aware of any bid quotations for the common stock of LVSI.

Holders
-------

      As of March 30, 2001, the Sole  Stockholder  was the only holder of record
of the common stock of LVSI.

Dividends
---------

      LVSI did not pay any  dividends  in 1999 or 2000.  The  Company's  current
long-term debt arrangements  prohibit or restrict the payment of cash dividends.
See "Item 7 - Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations - Liquidity and Capital Resources" and "Item 8 - Financial
Statements  and  Supplementary  Data - Notes to Financial  Statements - Note 8 -
Long-Term Debt."

<PAGE>

ITEM 6. --SELECTED FINANCIAL DATA
---------------------------------

      The historical  selected  financial data set forth below should be read in
conjunction  with "Item 7 -  Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operations"  and the Financial  Statements  and Notes
thereto included  elsewhere in this Annual Report on Form 10-K. The statement of
operations  data for the years ended  December 31, 2000,  1999 and 1998, and the
balance  sheet data at  December  31, 2000 and 1999 are  derived  from,  and are
qualified by reference to, the audited financial  statements  included elsewhere
in this Annual Report on Form 10-K.  The  statement of  operations  data for the
years ended  December  31, 1997 and 1996 and the balance  sheet data at December
31,  1998,  1997 and 1996 are  derived  from  the  Company's  audited  financial
statements that do not appear herein. The historical results are not necessarily
indicative of the results of operations to be expected in the future.

================================================================================
                          STATEMENT OF OPERATIONS DATA

                     (In thousands, except per share data)
================================================================================
<TABLE>
<CAPTION>

                                                  Year-Ended December 31,
                                                  -----------------------

                                               2000     1999(1)(3)     1998
                                            ---------   ---------   ---------

<S>                                         <C>         <C>         <C>
Gross revenues                              $ 635,974   $ 277,807   $     937
Promotional allowance                         (46,296)    (25,045)         --
                                            ---------   ---------   ---------
Net revenues                                  589,678     252,762         937
Operating expenses                            452,905     248,949       8,822
                                            ---------   ---------   ---------
Operating income (loss)                       136,773       3,813      (7,885)
Interest expense, net                        (118,036)    (68,847)    (21,878)
                                            ---------   ---------   ---------
Income (loss) before extraordinary
    item                                       18,737     (65,034)    (29,763)
  Loss on early
    retirement of debt                         (2,785)       (589)         --
                                            ---------   ---------   ---------
Net income (loss)                           $  15,952   $ (65,623)  $ (29,763)
                                            =========   =========   =========
Per Share Data

   Basic and diluted income (loss) per
     share before extraordinary item        $    0.28   $  (85.87)  $  (46.93)
                                            =========   =========   =========
   Basic and diluted loss per share
     after extraordinary item               $   (2.74)  $  (86.51)  $  (46.93)
                                            =========   =========   =========

OTHER DATA
   Capital expenditures                     $  28,589   $  319,106  $  508,399
   Cash dividends per common share          $      --   $       --  $       --

<CAPTION>
                                                  As of December 31
                                                  -----------------

                                              2000        1999        1998
                                            --------    --------    --------
<S>                                         <C>         <C>         <C>
BALANCE SHEET DATA
   Total assets                             $1,232,059  $1,209,602  $1,005,944
   Long-term debt                              863,293     907,754     744,154
   Stockholders' equity                         13,176      15,706      67,937

<FN>
----------
(1) Operations  of the Sands  ceased in June 1996 to  accommodate  demolition of
    the facility and the construction of the Casino Resort.  The Casino Resort
    opened May 4, 1999.
(3) Financial  data  for  1999  has  been  restated  to  reflect the adoption of
    Emerging  Issues Task Force Issue 00-14 ("EITF 00-14"). The adoption of EITF
    00-14 had  no effect  on  net  income. See Item 8 - Financial Statements and
    Supplementary  Data - Notes  to Financial  Statements - Notes 2 - Summary of
    Significant Accounting Polices - Casino Revenue and Promotional Allowances.

</FN>

</TABLE>
<PAGE>

================================================================================
                          STATEMENT OF OPERATIONS DATA

                     (In thousands, except per share data)
================================================================================
<TABLE>
<CAPTION>

                                              Year-Ended December 31,
                                              -----------------------

                                                1997        1996(1)(2)
                                              ---------     ----------

<S>                                           <C>           <C>
Gross revenues                                $     895     $  44,044
Promotional allowance                                --        (3,483)
                                              ---------     ---------
Net revenues                                        895        40,561
Operating expenses                              (1,727)        99,890
                                              ---------     ---------
Operating income (loss)                           2,622       (59,329)
Interest expense, net                            (3,142)       (3,666)
                                              ---------     ---------
Income (loss) before extraordinary
    item                                           (520)      (62,995)
  Loss on early retirement of debt                   --            --
                                              ---------     ---------
Net income (loss)                             $    (520)    $ (62,995)
                                              =========     =========
Per Share Data

   Basic and diluted income (loss) per
     share before extraordinary item          $   (0.56)    $  (68.10)
                                              =========     =========
   Basic and diluted loss per share
     after extraordinary item                 $   (0.56)    $  (68.10)
                                              =========     =========

OTHER DATA
   Capital expenditures                       $  130,827    $  18,829
   Cash dividends per
     common share                             $    29.84    $      --

<CAPTION>
                                                 As of December 31
                                                 -----------------

                                                1997        1996
                                               ------      ------

<S>                                           <C>          <C>
BALANCE SHEET DATA
   Total assets                               $ 747,767    $114,109
   Long-term debt                               515,612        --
   Stockholders' equity                         111,347     106,335

<FN>
----------
(1) Operations  of the Sands  ceased in June 1996 to  accommodate  demolition of
    the facility and the construction of the Casino Resort.  The Casino Resort
    opened May 4, 1999.
(2) Results of  operations  include a charge for the  write-down of property and
    equipment of $45,042 resulting from a revaluation of the Company's assets as
    of June 30, 1996, the date the Company approved a quasi-reorganization.
</FN>

</TABLE>

<PAGE>

ITEM 7.--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 Financial Statements and the notes thereto and
other  financial  information  included  elsewhere in this Annual Report on Form
10-K.  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
-------

      The  Company  owns  and  operates  the  Casino   Resort,   a   large-scale
Venetian-themed  hotel, casino, retail, meeting and entertainment complex in Las
Vegas,  Nevada.  The Casino Resort  includes the first  all-suites  hotel on the
Strip with 3,036 suites; a gaming facility of approximately 116,000 square feet;
an enclosed retail,  dining and entertainment  complex of approximately  445,000
net leasable square feet; and a meeting and conference facility of approximately
500,000  square  feet.  The  Company is party to  litigation  matters and claims
related to its operations and construction of the Casino Resort that it does not
expect to have a material  adverse effect on its financial  position,  result of
operation or its cash flows. See "Item 3-Legal Proceedings."

Result of Operations
--------------------

        Prior to the  opening  of the Casino  Resort,  the  Company's  operating
income  from June 30,  1996 to May 4, 1999  consisted  primarily  of rental  and
royalty income. Pre-opening activities associated with the opening of the Casino
Resort  commenced  during  the  second  quarter  of 1998 and  related  costs are
included in operating  expenses during 1999 and 1998.  Other income and expenses
during  1998  and  through  May  4,  1999  consisted  of  interest   income  and
non-capitalized  interest  expense  associated with financing the development of
the Casino Resort.

Year Ended December 31, 2000 compared to the Year Ended December 31, 1999
-------------------------------------------------------------------------

      The  Casino  Resort  began  operations  on May 4, 1999 and the Mall  began
operations on June 19, 1999,  and  therefore,  neither the Casino Resort nor the
Mall had any  operating  revenues or operating  expense  before such dates.  All
references  to 1999 include 242 days of  operations of the Casino Resort and 195
days of operations of the Mall.

      Operating Revenues
      ------------------

      Net  revenues for the year ended  December  31, 2000 were $589.7  million,
representing  an increase of $336.9  million when compared  with $252.8  million
during 1999.  The  increase in net  revenues was due to growth in every  revenue
segment at the Casino Resort and the longer operating period in 2000.

      Casino  revenues for the year ended December 31, 2000 were $307.5 million,
representing  an increase of $179.2  million when compared  with $128.3  million
during 1999. The increase in casino  revenues at the Casino Resort was primarily
a result of the longer  operating  period in 2000, as well as higher table games
and slots volume during comparable periods.

      Room revenues for 2000 were $192.3  million,  representing  an increase of
$102.7  million when compared with $89.6 million  during 1999.  The increase was
due to the longer  operating  period in 2000 and a higher  occupancy of 95.2% in
2000,  when  compared with 81.7% in 1999.  In addition,  the Company  achieved a
higher average daily room rate of $182 in 2000 versus $159 in 1999.

      Food and beverage  revenues for 2000 were $67.1 million,  representing  an
increase of $36.3  million  when  compared  with $30.8  million  for 1999.  This
increase resulted from the longer operating period in 2000,  additional  banquet
revenues  generated  from a full year of operation  at the  Congress  Center and
greater room service revenues as a result of higher occupancy levels.

      Retail and other revenues  increased $39.9 million,  from $29.2 million in
1999 to $69.1 million in 2000. The Mall revenues were $30.2 million during 2000,
compared  to $9.8  million  during  1999.  The  increase  in Mall  revenues  was
attributable to completion of leasing of the Mall space and the longer operating
period in 2000.  Mall  occupancy  is  currently  approximately  95% of leaseable
space.

<PAGE>

      Operating Expenses
      ------------------

      Operating  expenses  (before  pre-opening and corporate  expense) for 2000
were $446.6  million,  representing  an increase of $221.6 million when compared
with $225.0  million for 1999.  The  increase  was  primarily  due to the longer
operating period in 2000, increased casino expenses resulting from higher gaming
taxes and marketing expenses on the increased  revenues,  and an increase in the
provision  for doubtful  accounts.  Mall  operating  expenses were $19.3 million
during 2000 compared to $9.2 million during 1999. The increase was  attributable
to  completion of leasing of the Mall space and the longer  operating  period in
2000.

      Pre-opening and other  non-recurring  expenses for the year ended December
31,  1999 of $21.5  million  represent  costs  principally  associated  with the
opening of the Casino Resort on May 4, 1999. There were no pre-opening  expenses
during the year ended December 31, 2000.

      Corporate expense was $6.3 million in 2000,  compared with $2.5 million in
1999.  The  increase was due to the  creation of the  corporate  division in the
fourth quarter of 1999 and consequently the longer operating period in 2000.

      Rental  expense  primarily  related  to the HVAC  Plant for 2000 was $11.1
million,  including  $8.9 million for the Casino Resort and $2.2 million for the
Mall.  Rental expenses were $6.3 million during the shorter  operating period in
1999  including,  $5.1  million for the Casino  Resort and $1.2  million for the
Mall.

      Interest Income (Expense)
      -------------------------

      Reflecting the  investments in the Hotel,  the Casino and Congress  Center
and the Mall, the Company's debt levels and associated interest costs have risen
significantly.   With  the  opening  of  these  new  facilities,  the  Company's
capitalization of interest costs has ceased. Interest expense was $119.8 million
in 2000,  compared to $71.4  million,  excluding  capitalized  interest of $31.3
million in 1999.

      Interest  income was $1.8  million  and $2.5  million  for the years ended
December 31, 2000 and 1999,  respectively.  Because  construction  of the Casino
Resort was virtually  complete  during the fourth  quarter of 1999,  the Company
only  capitalized  interest of $0.1 million  during the year ended  December 31,
2000,  versus  $31.3  million  of  interest  capitalized  during  the year ended
December 31, 1999.

Year Ended December 31, 1999 compared to the Year Ended December 31, 1998
-------------------------------------------------------------------------

      The Casino Resort began  operations on May 4, 1999 and therefore  only had
minimal operating revenues and operating expenses during 1998.

      Operating Revenues
      ------------------

      Revenues  for the year  ended  December  31,  1998 were $0.9  million  and
consisted primarily of rental and royalty income.

      Operating Expenses
      ------------------

      Operating  expenses  during  1999  include  pre-opening  expenses of $21.5
million and $8.7 million during 1998.  Pre-opening  expenses  included  payroll,
advertising, professional services and other general and administrative expenses
related to the  opening  of the Casino  Resort.  Depreciation  and  amortization
expense was $0.1 million for 1998 and $25.1 million for 1999.

      Interest Income (Expense)
      -------------------------

      Interest  income  decreased to $2.5 million during 1999 from $17.1 million
during 1998,  primarily as a result of expending the proceeds  received from the
sale of the Company's  $425.0  million of 12 1/4%  Mortgage  Notes due 2004 (the
"Mortgage  Notes") and 14 1/4% Senior  Subordinated  Notes due 2005 (the "Senior
Subordinated  Notes" and  together  with the  Mortgage  Notes,  the  "Notes") on
November 14, 1997. The increase in interest expense to $71.4 million,  excluding
capitalized interest of $31.3 million, during 1999 from $39.0 million, excluding
capitalized   interest   of  $39.7   million,   during   1998   represents   the
non-capitalized  interest  expense  resulting from debt incurred  related to the
financing of the Casino Resort.

Other Factors Affecting Earnings
--------------------------------

      The Company incurred pre-opening expenses of $21.5 million during the year
ended  December 31, 1999,  compared to $8.7 million for the year ended  December
31, 1998. From the inception of the project,  the Company expensed $30.2 million

<PAGE>

for pre-opening activities.  Pre-opening expenses included payroll, advertising,
professional  services and other general and administrative  expenses related to
the opening of the Casino Resort.

      The Company incurred an  extraordinary  charge in 2000 of $2.8 million for
early retirement of debt related to  re-structuring  the Company's  secured bank
credit facility (the "Bank Credit  Facility"),  and $0.6 million in 1999 related
to the take-out  financing of the Mall. See "-Liquidity and Capital  Resources -
New Mall Subsidiary and Transfer of Mall Assets."

      During early 2000, the Company initiated a change to its business strategy
as it relates to premium  casino  customers  and  marketing  to foreign  premium
casino customers.  The Company has generally raised its betting limits for table
games to be  competitive  with other  premium  resorts  on the Strip.  There are
additional risks associated with this change in strategy,  including risk of bad
debts,  risks to profitability  margins in a highly  competitive  market and the
need for additional  working  capital to accommodate  possible  higher levels of
trade receivables and foreign currency  fluctuations  associated with collection
of trade  receivables in other  countries.  The Company has opened  domestic and
foreign  marketing  offices  and bank  collection  accounts  in several  foreign
countries to accommodate this change in business  strategy,  thereby  increasing
marketing costs.

Liquidity and Capital Resources
-------------------------------

      Venetian Hotel, Casino and Congress Center
      ------------------------------------------

      As of December 31, 2000 and  December 31, 1999,  the Company held cash and
cash  equivalents  of $42.6  million and $26.3  million,  respectively.  On such
dates, the Company also held restricted cash and investments of $2.5 million and
$11.0 million,  respectively. Net cash provided by operating activities for 2000
was $81.0  million and net cash used in operating  activities  in 1999 was $30.1
million. The Company's operating cash flow in 2000 was negatively impacted by an
increase in trade  receivables.  The Company  expects a more modest  increase in
trade receivables during 2001 in connection with the extension of casino credit.

      Capital  expenditures paid from operating cash flow during 2000 were $16.4
million and capital expenditures for construction of the Casino Resort paid from
restricted  project funds and operating cash flows were $12.2  million.  Capital
expenditures   during  1999  were  $319.1  million,   consisting   primarily  of
construction of the Casino Resort.

      On  September  19, 2000,  the Company  announced  plans to  construct  the
Guggenheim  Exhibition  Hall,  a 63,000  square foot  structure  adjacent to the
Casino Resort (the "Exhibition  Hall"), to house various exhibits in conjunction
with the Guggenheim  Museum  Foundation.  The Exhibition Hall is presently under
construction  and is expected to be completed in September 2001, at an estimated
cost of $21.0 million.  In addition,  the Company  announced  plans to construct
8,000  square  feet of display  space  within the Casino  Resort to display  art
masterworks  from the Guggenheim  Museum and the State  Hermitage  Museum in St.
Petersburg,  Russia  at an  estimated  cost of $6.0  million.  The  Bank  Credit
Facility and the Company's  $97.7  million  credit  facility  secured by certain
furniture,  fixtures and equipment (the "FF&E Credit  Facility")  each currently
allow the Company to spend up to $25.0 million per year for capital expenditures
along with unused  amounts from  previous  years.  The Company  estimates  total
planned  capital  expenditures  for the  Casino  Resort of  approximately  $46.4
million  during 2001.  The Company will seek approval from the lenders under the
Bank  Credit  Facility  and the FF&E  Credit  Facility  to modify  such  capital
expenditure  limitations.  If the  Company  does not  receive  approval  for the
increase in the capital  expenditure  limitations it will defer certain  capital
expenditures to comply with the limitations.

      The Company has also announced that it is in the  preliminary  feasibility
and design stages of a capital  improvement  project to add approximately  1,000
all-suite hotel rooms to the Casino Resort (the "Phase I-A Room Addition").  The
preliminary  plan provides for construction of the Phase I-A Room Addition above
the  Casino  Resort's  parking  structure.   In  addition  coinciding  with  the
construction  of the  Phase I-A Room  Addition,  the  Phase II  Subsidiary  will
construct 100,000 square feet of meeting space with tentative plans to lease the
space to the Casino  Resort.  For the Company to proceed with this project would
require  the  Company  and  the  Phase  II   Subsidiary   to  incur   additional
indebtedness.  Depending  upon  the  structure  of such  indebtedness,  this may
require the consent of certain  existing  lenders and  modifications  to certain
existing lender financial  covenants.  As of this date, no final budget for this
project has been  determined and the Company has not entered into any agreements
to fund such project.

      The Phase II Subsidiary has outstanding  project payables in the amount of
$2.9 million to be funded from future equity  contributions or borrowings by the
Phase II Subsidiary.

<PAGE>

      As discussed in "Item 3-Legal  Proceedings"  above, the Company is a party
to certain  litigation  matters and claims related to construction of the Casino
Resort.  If the  Company is required  to pay any of the  Construction  Manager's
contested construction costs (the "Contested  Construction Costs") which are not
covered by the  Insurance  Policy,  the Company may use cash  received  from the
following  sources to fund such costs: (i) the LD Policy,  (ii) the Construction
Manager,  Bovis and P&O pursuant to the Construction  Management  Contract,  the
Bovis Guaranty and the P&O Guaranty, respectively, (iii) third parties, pursuant
to their liability to the Company under their agreements with the Company,  (iv)
amounts received from the Phase II Subsidiary for shared facilities designed and
constructed to accommodate  the operations of the Casino Resort and the Phase II
Resort, (v) the Sole Stockholder, pursuant to his liability under the Completion
Guaranty, (vi) borrowings under the revolver portion of the Bank Credit Facility
(the  "Revolver"),  (vii)  additional  debt or  equity  financings,  and  (viii)
operating  cash  flow.  The  Sole   Stockholder   has  remaining   liability  of
approximately  $5.0  million  under  the  Completion  Guaranty  to  fund  excess
construction  costs  (which  liability  is  collateralized  with  cash  and cash
equivalents).  If  the  Company  were  required  to  pay  substantial  Contested
Construction  Costs, and if it were unable to raise or obtain the funds from the
sources  described  above,  there  could be a  material  adverse  effect  on the
Company's financial position, results of operations or cash flows.

      For the next twelve months,  the Company  expects to fund its  operations,
capital  expenditures  (that are  unrelated to the Phase I-A Room  Addition) and
debt service  requirements from existing cash balances,  operating cash flow and
borrowings  under the  Revolver.  As of  December  31,  2000,  none of the $40.0
million  Revolver  availability  was drawn.  The  Company  recently  obtained an
extension of the  availability  date of the Revolver  from the lenders under the
Bank Credit  Facility,  from March 15, 2001 to September  15, 2001.  The Company
anticipates the Revolver to be extended beyond September 5, 2001 however,  there
can be no assurance that such  financing  arrangement  will be completed  during
2001.  The Company has  significant  debt  service  payments due during the next
twelve months, including principal payments on its Bank Credit Facility and FF&E
Credit Facility  aggregating $50.1 million and estimated total interest payments
(excluding noncash  amortization of debt offering costs) of approximately  $87.8
million  for  indebtedness  secured by the Casino  Resort and $15.7  million for
indebtedness  secured by the Mall.  In  addition,  the Company  estimates  total
capital expenditures for the Casino Resort of approximately $46.4 million during
2001. The Company  anticipates  that its existing cash balances,  operating cash
flow  and  available  borrowing  capacity  will  continue  to  provide  it  with
sufficient  resources to meet existing debt obligations and foreseeable  capital
expenditures  requirements.  As mentioned  above,  construction of the Phase I-A
Room  Addition or  additional  plans for the Phase II Resort  would  require the
Company to incur additional indebtedness.

      The  Bank  Credit  Facility  and  FF&E  Credit  Facility  contain  certain
covenants that require the Company to pass a number of financial  tests relating
to, among other things, a minimum consolidated earnings before interest,  taxes,
depreciation and amortization  ("EDITDA"),  a consolidated leverage ratio; and a
fixed  charge   coverage  ratio  (all  as  defined  in  the  respective   credit
agreements).  Additionally,  the debt instruments  contain certain  restrictions
that,  among  other  things,  limit the ability of the  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 assets of the Company without prior approval of the lenders or noteholders.
The  Company  is  also  a  party  to  certain  intercreditor  arrangements.  The
intercreditor  agreements  set forth the  lender's  interests  and claims in the
Company's assets as collateral for borrowings.

      Consolidated  EBITDA is dependent on the Company's  results of operations,
which in turn are partially dependent on tables games revenues.  While the table
games win  percentage  is  reasonably  predictable  over the long  term,  it can
fluctuate significantly from quarter to quarter, affecting table games revenues.
The financial covenants  involving EBITDA are applied on a rolling  four-quarter
basis, and the Company's  compliance with financial covenants can be temporarily
affected  if the  Company  experiences  an  unusually  low win  percentage  in a
particular  quarter,  which is not  offset in  subsequent  quarters  or by other
results of operations.

      The Company has remained in compliance with these  covenants  during 2000.
However,  the Company expects to be challenged to meet certain covenant tests in
the first  quarter of 2001 due to an extremely  low win  percentage  for certain
quarters during the rolling measurement  period.  These covenants allow the Sole
Stockholder  to increase  EBITDA for  measurement  purposes by issuing a standby
letter of credit to the Company's lenders.  The Company anticipates that it will
use this letter of credit mechanism during the first quarter of 2001 to meet the
covenant  test. The Company  further  anticipates  that the win percentage  will
return to normal levels over time, and that it will cancel the standby letter of
credit once it is no longer needed to meet the test.

<PAGE>

      If  the  Company  is  required  to  pay  certain   significant   Contested
Construction  Costs,  or if the  Company  is  unable  to meet its  debt  service
requirements,  the Company will seek, if necessary  and to the extent  permitted
under the indentures  pursuant to which the Notes were issued (the "Indentures")
and the  terms  of the  Bank  Credit  Facility  and the  FF&E  Credit  Facility,
additional financing through bank borrowings or debt or equity financings. Also,
there can be no assurance that new business  developments (such as the Phase I-A
Room  Addition)  or  unforeseen  events will not occur  resulting in the need to
raise additional funds. There can be no assurance that additional or replacement
financing, if needed, will be available to the Company, and, if available,  that
the  financing  will be on  terms  favorable  to the  Company,  or that the Sole
Stockholder or any of his affiliates will provide any such financing.

      New Mall Subsidiary and Transfer of Mall Assets
      -----------------------------------------------

      On November 12, 1999, Grand Canal Shops Mall Construction, LLC transferred
the Mall and related assets (the Mall and such assets,  collectively,  the "Mall
Assets") to its subsidiary, Grand Canal Shops Mall, LLC (the "Mall Subsidiary").
Upon such transfer,  the Mall Assets were released as security to the holders of
the Mortgage Notes and for the indebtedness under the Bank Credit Facility,  the
indebtedness under the $140.0 million mall construction loan facility (the "Mall
Construction Loan Facility") was assumed by the Mall Subsidiary and all entities
comprising the Company,  other than the Mall Subsidiary,  were released from all
obligations under the Mall Construction Loan Facility.

      On December 20, 1999, the Mall  Construction Loan Facility was paid off in
full with the proceeds of (a) A $105.0 million first priority take-out loan (the
"Tranche A Take-out Loan") made by Goldman Sachs Mortgage  Company,  the Bank of
Nova Scotia and other lenders  (collectively,  the "Tranche A Take-out  Lender")
and (b) a $35.0 million second  priority  take-out loan (the "Tranche B Take-out
Loan")  and,  together  with the  Tranche A Take-out  Loan,  the "Mall  Take-out
Financing") made by an entity wholly owned by the Sole Stockholder (the "Tranche
B Take-out  Lender").  The Mall Take-out Financing is secured by a $20.0 million
guaranty made by the Sole Stockholder (the "Mall Take-out Guaranty"). The annual
interest  rate on the  Tranche A Take-out  Loan is 350 basis  points over 30 day
LIBOR.  The Tranche A Take-out  Loan is due in full on December  20, 2002 and no
principal  payments are due  thereunder  until such date. The Tranche B Take-out
Loan bears interest at 14% per annum.  The initial maturity date is December 20,
2004 with a right of extension to December 20, 2007.  No principal  payments are
due until maturity.  Also on December 20, 1999, the Mall Assets were transferred
from the Mall Subsidiary to the New Mall Subsidiary,  the obligor under the Mall
Take-out Financing.

      Because the New Mall Subsidiary is not a guarantor of any  indebtedness of
the Company (other than the Mall Take-out  Financing),  creditors of the Company
(including  the  holders of the Notes but  excluding  creditors  of the New Mall
Subsidiary)  do not have a direct claim  against the Mall  Assets.  As a result,
indebtedness  of the  entities  comprising  the Company  other than the New Mall
Subsidiary  (including  the  Notes) is now,  with  respect  to the Mall  Assets,
effectively  subordinated to indebtedness  of the New Mall  Subsidiary.  The New
Mall  Subsidiary  is not  restricted  by any of the  debt  instruments  of LVSI,
Venetian or the Company's other subsidiary guarantors (including the Indentures)
from  incurring  any  indebtedness.  The terms of the  Tranche A  Take-out  Loan
prohibit the New Mall Subsidiary from paying  dividends or making  distributions
to any of the other entities  comprising  the Company unless  payments under the
Tranche A Take-out  Loan are  current,  and,  with certain  limited  exceptions,
prohibit the New Mall  Subsidiary  from making any loans to such  entities.  Any
additional  indebtedness  incurred  by  the  New  Mall  Subsidiary  may  include
additional  restrictions  on the ability of the New Mall  Subsidiary  to pay any
such dividends and make any such distributions or loans.

      Phase II Resort and Transfer of Phase II Land
      ---------------------------------------------

      If the Phase II  Subsidiary  determines  to construct the Phase II Resort,
the Phase II Subsidiary will be required to raise substantial debt and/or equity
financings.  Currently,  there are no  commitments  to fund any  portion  of the
construction and development costs of the Phase II Resort. The Phase II Land was
transferred  to the Phase II  Subsidiary  in 1998.  On  December  31,  1999,  an
additional 1.75 acres of land was contributed indirectly by the Sole Stockholder
to the Phase II Subsidiary.  The  development of the Phase II Resort may require
obtaining additional regulatory approvals. The Company has not yet set a date to
begin construction of the Phase II Resort.

      Because  the  Phase II  Subsidiary  is not a  guarantor  of the  Company's
indebtedness,  creditors of the Company  (including the holders of the Notes) do
not have a direct  claim  against  the assets of the Phase II  Subsidiary.  As a
result,  the  indebtedness  of the Company  (including the Notes) is effectively
subordinated to indebtedness of the Phase II Subsidiary. The Phase II Subsidiary
is not subject to any of the  restrictive  covenants of the debt  instruments of
the Company (including,  without  limitation,  the covenants with respect to the
limitations on indebtedness  and restrictions on the ability to pay dividends or
to make  distributions  or  loans  to the  Company  and its  subsidiaries).  Any
indebtedness   incurred  by  the  Phase  II  Subsidiary  may  include   material
restrictions  on the ability of the Phase II Subsidiary to pay dividends or make
distributions or loans to the Company and its subsidiaries.

<PAGE>

      The debt instruments of the Company limit the ability of LVSI, Venetian or
any of their  subsidiaries  to  guarantee  or  otherwise  become  liable for any
indebtedness of the Phase II Subsidiary. Such debt instruments also restrict the
sale or other  disposition by the Company and its  subsidiaries of capital stock
of the Phase II Subsidiary,  including the sale of any such capital stock to the
Sole Stockholder or any affiliate of the Sole Stockholder. In addition, prior to
commencement of  construction of the Phase II Resort,  Venetian has the right to
approve the plans and specifications for the Phase II Resort.

Risk Related to the Subordination Structure of the Mortgage Notes
-----------------------------------------------------------------

      The Mortgage Notes represent  senior secured debt  obligations of LVSI and
Venetian,  secured  by second  priority  liens on the  collateral  securing  the
Mortgage Notes (the "Note Collateral").  However, the guarantees of the Mortgage
Notes by its  subsidiaries,  Mall  Intermediate  Holding  Company,  LLC and Lido
Intermediate Holding Company, LLC (collectively, the "Subordinated Guarantors"),
are unsecured, subordinated debt obligations of the guarantors. The structure of
these  guarantees  present certain risks for holders of the Mortgage Notes.  For
example,  if the Note  Collateral  were  insufficient to pay the debt secured by
such liens, or such liens were found to be invalid, then holders of the Mortgage
Notes  would  have a senior  claim  against  any  remaining  assets  of LVSI and
Venetian.  In contrast,  because of the subordination  provision with respect to
the Subordinated Guarantors,  holders of the Mortgage Notes will always be fully
subordinated to the claims of holders of senior indebtedness of the Subordinated
Guarantors.

Other Matters
-------------

      In June 1998, the Financial  Accounting  Standards Board adopted Statement
of Financial  Accounting Standards No. 133 ("SFAS 133") entitled "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative  instruments and for hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value. If specific  conditions are met, a derivative may be specifically
designated  as a hedge of  specific  financial  exposures.  The  accounting  for
changes in the fair value of a  derivative  depends on the  intended  use of the
derivative and, if used in hedging  activities,  it depends on its effectiveness
as a hedge.  SFAS 133 as amended is effective for all fiscal  quarters of fiscal
years  beginning  after  December  31,  2000.  SFAS 133  should  not be  applied
retroactively to financial  statements of prior periods.  The Company will adopt
SFAS 133 when  required.  Because of the Company's  minimal use of  derivatives,
management  does not  anticipate  that  the  adoption  of SFAS  133 will  have a
significant effect on the Company's earnings or financial position.

Special Note Regarding Forward-Looking Statements
-------------------------------------------------

      Certain  statements in this section and elsewhere in this Annual Report on
Form 10-K (as well as information  included in oral  statements or other written
statements  made  or to be  made  by the  Company)  constitute  "forward-looking
statements."  Such  forward-looking  statements  include the  discussions of the
business   strategies  of  the  Company  and  expectations   concerning   future
operations,  margins,   profitability,   liquidity  and  capital  resources.  In
addition,  certain  portions  of  this  Form  10-K,  the  words:  "anticipates",
"believes",  "estimates",  "seeks",  "expects",  "plans",  "intends" and similar
expressions,  as they relate to the Company or its  management,  are intended to
identify  forward-looking  statements.  Although the Company  believes that such
forward-looking  statements  are  reasonable,  it can give no assurance that any
forward-looking  statements  will  prove  to be  correct.  Such  forward-looking
statements  involve known and unknown  risks,  uncertainties  and other factors,
which may cause the actual  results,  performance or achievements of the Company
to be materially different from any future results,  performance or achievements
expressed or implied by such forward-looking  statements.  Such factors include,
among  others,  the risks  associated  with  entering into a new venture and new
construction,   competition  and  other  planned   construction  in  Las  Vegas,
government regulation related to the casino industry (including the legalization
of gaming in certain jurisdictions,  such as Native American reservations in the
State of  California),  leverage  and debt  service  (including  sensitivity  to
fluctuations in interest rates),  uncertainty of casino spending and vacationing
in casino resorts in Las Vegas,  occupancy rates and average daily room rates in
Las  Vegas,  demand  for  all-suites  rooms,  the  popularity  of Las Vegas as a
convention and trade show destination, the completion of infrastructure projects
in Las  Vegas,  including  the  current  expansion  of the LVCC  and the  recent
expansion of McCarran  International  Airport,  litigation risks,  including the
outcome  of  the  pending  disputes  with  the  Construction   Manager  and  its
subcontractors,  and general  economic and business  conditions which may impact
levels of disposable income of consumers and pricing of hotel rooms.

<PAGE>

ITEM 7A. --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. The Company's primary exposure to market risk is interest rate
risk  associated  with its long-term  debt.  The Company  attempts to manage its
interest  rate risk by managing the mix of its long-term  fixed-rate  borrowings
and  variable  rate  borrowings  under the Bank Credit  Facility,  the Tranche A
Take-out Loan and the FF&E Credit Facility,  and by use of interest rate cap and
floor  agreements.  The  ability  to enter  into  interest  rate  cap and  floor
agreements  will allow the Company to manage its interest  rate risk  associated
with its variable rate debt. See "Item 7 - Management's  Discussion and Analysis
of  Financial  Condition  and  Results of  Operations  -  Liquidity  and Capital
Resources" and " Item 8 - Financial Statements and Supplementary Data - Notes to
Financial Statements - Note 8 Long-Term Debt."

<PAGE>

ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

INDEX TO FINANCIAL STATEMENTS
-----------------------------

Financial Statements:

Report of Independent Accountants..........................................29

Consolidated Balance Sheets at December 31, 2000 and 1999..................30

Consolidated Statements of Operations for each of the three
years in the period ended December 31, 2000................................31

Consolidated Statements of Stockholder's Equity for each of the
three years in the period ended December 31, 2000..........................32

Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 2000................................33

Notes to Financial Statements..............................................34

Financial Statement Schedules:
    Report of Independent Accountants......................................57
    Schedule II - Valuation and Qualifying Accounts........................58


The financial  data included in the  financial  data schedule  should be read in
conjunction  with the  consolidated  financial  statements.  All other financial
statement  schedules  have been omitted  because they are not  applicable or the
required information is included in the consolidated financial statements or the
notes thereto.

<PAGE>


                        Report of Independent Accountants
                        ---------------------------------



To the Directors and Sole Stockholder of Las Vegas Sands, Inc.

      In our  opinion,  the  accompanying  consolidated  balance  sheets and the
related  consolidated  statements of operations,  of stockholder's equity and of
cash flows present fairly, in all material  respects,  the financial position of
Las Vegas Sands,  Inc. and its  subsidiaries  at December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000, in conformity with accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility of the Company's  management;  our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.


PricewaterhouseCoopers LLP

Las Vegas, Nevada
February 2, 2001


<PAGE>


================================================================================
                              LAS VEGAS SANDS, INC.
                           Consolidated Balance Sheets

                             (Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                           December 31
                                                           -----------
                                                      2000              1999
                                                  ----------         ----------
<S>                                               <C>                <C>
ASSETS
Current assets:

    Cash and cash equivalents ..............      $   42,606         $   26,252
    Restricted cash and
     investments ...........................           2,549             10,980
    Accounts receivable, net ...............          64,328             43,203
    Inventories ............................           3,868              4,516
    Prepaid expenses .......................           3,672              4,072
                                                  ----------         ----------
Total current assets                                 117,023             89,023

    Property and equipment, net ............       1,062,093          1,079,192
    Deferred offering costs, net ...........          22,314             29,865
    Other assets, net ......................          30,955             11,522
                                                  ----------         ----------
                                                  $1,232,385         $1,209,602
                                                  ==========         ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
    Accounts payable .......................      $   23,835         $   18,128
    Construction payables ..................           6,212             10,178
    Construction payables-contested ........           7,232              7,232
    Accrued interest payable ...............          13,277             12,490
    Other accrued liabilities ..............          76,735             43,392
    Current maturities of long-term debt ...          50,119             42,859
                                                  ----------         ----------
Total current liabilities ..................         177,410            134,279
Other long-term liabilities ................          10,494              2,333
Long-term debt .............................         863,293            907,754
                                                  ----------         ----------
                                                   1,051,197          1,044,366
                                                  ----------         ----------
Redeemable Preferred Interest in
 Venetian Casino Resort, LLC,
 a wholly owned subsidiary .................         168,012            149,530
                                                  ----------         ----------
Commitments and contingencies

Stockholder's equity:
   Common stock, $.10 par value, 3,000,000
    shares authorized, 925,000 shares issued
    and outstanding ........................              92                 92
   Capital in excess of par value ..........          94,240            112,722
   Accumulated deficit since June 30, 1996 .         (81,156)           (97,108)
                                                  ----------         ----------
                                                      13,176             15,706
                                                  ----------         ----------
                                                  $1,232,385         $1,209,602
                                                  ==========         ==========
</TABLE>

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

<PAGE>

================================================================================
                              LAS VEGAS SANDS, INC.
                      Consolidated Statements of Operations

                      (In thousands, except per share data)
================================================================================
<TABLE>
<CAPTION>
                                                   Year Ended December 31
                                                   ----------------------

                                            2000            1999          1998
                                          --------        --------     --------
<S>                                       <C>             <C>         <C>
Revenues:
   Casino ...........................     $307,504        $128,269     $   --
   Rooms ............................      192,327          89,585         --
   Food and beverage ................       67,052          30,786         --
   Retail and other .................       69,091          29,167          937
                                          --------        --------     --------
                                           635,974         277,807          937
Less-promotional allowances .........      (46,296)        (25,045)        --
                                          --------        --------     --------
   Net revenues .....................      589,678         252,762          937
                                          --------        --------     --------
Operating expenses:
   Casino ...........................      169,226          72,990         --
   Rooms ............................       49,618          25,532         --
   Food and beverage ................       32,627          19,134         --
   Retail and other .................       29,692          11,782         --
   Provision for doubtful accounts ..       19,252          13,655         --
   General and administrative .......       93,413          50,450         --
   Corporate expense ................        6,275           2,510         --
   Rental expense ...................       11,080           6,267         --
   Pre-opening expense ..............                       21,484        8,722
   Depreciation and amortization ....       41,722          25,145          100
                                          --------        --------     --------
                                           452,905         248,949        8,822
                                          --------        --------     --------
Operating income (loss) .............      136,773           3,813       (7,885)

Other income (expense):
  Interest income ...................        1,771           2,551       17,137
  Interest expense, net of amounts
   capitalized ......................     (119,807)        (71,398)     (39,015)
                                          --------        --------     --------
Income (loss) before extraordinary
  item ..............................       18,737         (65,034)     (29,763)
  Extraordinary item-loss on early
   retirement of debt ...............       (2,785)           (589)        --
                                          --------        --------     --------
Net income (loss) ...................     $ 15,952        $(65,623)    $(29,763)
                                          ========        ========     ========
Basic and diluted income (loss) per
 share before extraordinary item          $   0.28        $ (85.87)    $ (46.93)
                                          ========        ========     ========
Basic and diluted loss per share
 after extraordinary item                 $  (2.74)       $ (86.51)    $ (46.93)
                                          ========        ========     ========

</TABLE>

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

<PAGE>

================================================================================
                              LAS VEGAS SANDS, INC.
                 Consolidated Statements of Stockholder's Equity

                             (Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>

                                                   Common Stock
                                            ---------------------------
                                               Number
                                               Shares        Amount
                                            ------------- -------------
<S>                                         <C>           <C>
Balance at December 31, 1997                  925,000     $      92
Preferred interest                               --            --
Net loss                                         --            --
                                            ------------- -------------
Balance at December 31, 1998                  925,000            92
Preferred interest                               --            --
Net loss                                         --            --
                                            ------------- -------------
Balance at December 31, 1999                  925,000            92
Preferred interest                               --            --
Net income                                       --            --
                                            ------------- -------------
Balance at December 31, 2000                  925,000     $      92
                                            ============= =============

</TABLE>

<TABLE>
<CAPTION>

                                     Capital in
                                     Excess of    Accumulated
                                     Par Value      Deficit        Total
                                    ------------- ------------- -------------
<S>                                 <C>           <C>           <C>
Balance at December 31, 1997        $ 112,977     $  (1,722)    $ 111,347
Preferred interest                    (13,647)          --        (13,647)
Net loss                                  --        (29,763)      (29,763)
                                    ------------- ------------- -------------
Balance at December 31, 1998           99,330       (31,485)       67,937
Capital contributions                  27,791           --         27,791
Preferred interest                    (14,399)          --        (14,399)
Net loss                                  --        (65,623)      (65,623)
                                    ------------- ------------- -------------
Balance at December 31, 1999          112,722       (97,108)       15,706
Preferred interest                    (18,482)          --        (18,482)
Net income                                --         15,952        15,952
                                    ------------- ------------- -------------
Balance at December 31, 2000        $  94,240     $ (81,156)    $  13,176
                                    ============= ============= =============
</TABLE>

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

<PAGE>
================================================================================
                              LAS VEGAS SANDS, INC.
                      Consolidated Statements of Cash Flows

                             (Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                    Year Ended December 31

                                               2000         1999         1998
                                             --------     --------     --------

<S>                                          <C>          <C>          <C>
Cash flows from operating activities:
Net income (loss) .......................    $ 15,952     $(65,623)    $(29,763)
Adjustments to reconcile net income
  (loss) to net cash provided by
  (used in) operating activities:
     Depreciation and amortization ......      41,722       25,145          100
     Amortization of debt offering costs
       and original issue discount ......        8,502        7,569       7,187
     Loss on early retirement of debt ...        2,785          589        --
     Non cash interest on completion
       guaranty loan ....................        3,568         --          --
     Provision for doubtful accounts ....       19,252       13,655        --
     Interest earned on restricted
       investments ......................         --           --        (4,251)
     Changes in operating assets and
       liabilities:
      Accounts receivable ...............      (40,377)     (56,748)       --
      Inventories .......................          648       (4,443)       --
      Prepaids expenses .................          400       (4,070)       --
      Other current assets ..............         --           --            26
      Other assets ......................      (19,433)     (10,141)        (83)
      Accounts payable ..................        5,707       17,863      (1,436)
      Accrued interest payable ..........          787        3,421       1,260
      Other accrued liabilities .........       41,504       42,720         901
                                                ------       ------       -----
Net cash provided by (used in) operating
  activities ............................       81,017      (30,063)    (26,059)
                                               -------      -------      -------
Cash flows from investing activities:
Proceeds from sale of investments .......        8,431      122,956     297,226
Capital expenditures ....................      (16,409)        --          --
Construction of Casino Resort ...........      (12,180)    (319,106)   (508,399)
                                              --------     --------     --------
Net cash used in investing activities ...      (20,158)    (196,150)   (211,173)
                                              --------     --------     --------
Cash flows from financing activities:

Proceeds from capital contributions .....         --         16,000        --
Proceeds from preferred interest in
  Venetian ..............................         --         44,431        --
Repayments on mall construction
  loan facility .........................         --       (140,000)       --
Proceeds from mall construction
  loan facility .........................         --         37,287     102,713
Proceeds from Tranche A Take-out Loan ...         --        105,000        --
Proceeds from Tranche B Take-out Loan ...         --         35,000        --
Proceeds from completion guaranty loan ..         --         23,503        --
Repayments on bank credit
  facility-tranche A term loan ..........      (35,625)     (11,250)       --
Proceeds from bank credit
  facility-tranche A term loan ..........         --         34,000     116,000
Repayments on bank credit
  facility-tranche B term loan ..........         (250)        --          --
Proceeds from bank credit
  facility-tranche B term loan ..........       50,000         --          --
Repayments on bank credit
  facility-revolver .....................      (50,160)     (10,231)       --
Proceeds from bank credit
  facility-revolver .....................       11,000       40,506       8,885
Repayments on FF&E credit facility ......      (16,609)      (5,862)       --
Proceeds from FF&E credit facility ......                    83,842      13,858
Payments of deferred offering costs .....       (2,861)      (2,046)     (2,796)
                                              --------     --------     --------
Net cash provided by (used in)
  financing activities ..................      (44,505)     250,180     238,660
                                              --------     --------     --------
Increase in cash and cash equivalents ...       16,354       23,967       1,428
Cash and cash equivalents at
  beginning of year .....................       26,252        2,285         857
                                              --------     --------     --------
Cash and cash equivalents at end of year      $ 42,606     $ 26,252     $ 2,285
                                              ========     ========     ========

</TABLE>

<PAGE>

================================================================================
                              LAS VEGAS SANDS, INC.
               Consolidated Statements of Cash Flows, (continued)

                             (Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                    Year Ended December 31

                                                2000         1999        1998
                                              --------     --------    --------
<S>                                           <C>          <C>         <C>
Supplemental disclosure of cash flow
  information:

  Cash payments for interest .........        $106,143     $ 91,611    $ 70,435
                                              ========     ========    ========
Non-cash investing and financing
  activities:

Contribution of land by Sole
  Stockholder ........................        $    --      $ 11,791    $    --
                                              ========     ========    ========
Non-cash interest on completion
  guaranty loan ......................        $  3,568     $   --      $    --
                                              ========     ========    ========
Property and equipment asset
  acquisitions included in accounts
  payable ............................        $ 13,444     $ 17,410    $ 77,025
                                              ========     ========    ========
</TABLE>

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



<PAGE>
================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements

Note 1 - Organization and Business of Company
================================================================================

      Las Vegas Sands, Inc. ("LVSI") is a Nevada corporation. On April 28, 1989,
LVSI commenced gaming  operations in Las Vegas,  Nevada,  by acquiring the Sands
Hotel and Casino  (the  "Sands").  On June 30,  1996,  LVSI closed the Sands and
subsequently  demolished  the  facility  to  make  way for a  planned  two-phase
hotel-casino  resort.  The first phase of the hotel-  casino resort (the "Casino
Resort") includes 3,036 suites,  casino space approximating 116,000 square feet,
approximately 500,000 square feet of convention space, and approximately 475,000
gross leasable square feet of retail shops and  restaurants.  In connection with
the closing of the Sands, LVSI effected a quasi-reorganization (Note 3).

      The consolidated financial statements include the accounts of LVSI and its
wholly  owned  subsidiaries  (the  "Subsidiaries"),  including  Venetian  Casino
Resort, LLC ("Venetian"),  Grand Canal Shops Mall, LLC (the "Mall  Subsidiary"),
Grand Canal Shops Mall Subsidiary, LLC (the "New Mall Subsidiary"),  Lido Casino
Resort, LLC (the "Phase II Subsidiary"),  Mall Intermediate Holding Company, LLC
("Mall  Intermediate"),   Grand  Canal  Shops  Mall  Construction,   LLC  ("Mall
Construction"),  Lido Intermediate Holding Company,  LLC ("Lido  Intermediate"),
Grand  Canal  Shops  Mall  Holding  Company,  LLC,  Grand  Canal  Shops  Mall MM
Subsidiary,  Inc.,  Lido Casino Resort Holding  Company,  LLC, Grand Canal Shops
Mall MM, Inc. and Lido Casino  Resort MM, Inc.  (collectively,  the  "Company").
Each of LVSI 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.

      Venetian was formed on March 20, 1997 to own and operate certain  portions
of the Casino  Resort.  LVSI is the managing  member and owns 100% of the common
voting equity in Venetian. The entire preferred interest in Venetian is owned by
Interface Group Holding Company,  Inc.  ("Interface  Holding"),  which is wholly
owned by LVSI's sole stockholder (the "Sole Stockholder") (Note 9).

      Mall  Intermediate and Lido  Intermediate  are special purpose  companies,
which  are  wholly  owned  subsidiaries  of  Venetian.  They are  guarantors  or
co-obligors of certain  indebtedness  related to the  construction of the Casino
Resort.

      The New Mall Subsidiary,  an indirect wholly-owned subsidiary of LVSI, was
formed on December 9, 1999 and owns and  operates  the retail mall in the Casino
Resort (the "Mall").

      The  Casino  Resort is  physically  connected  to the  approximately  1.15
million  square  foot  Sands Expo and  Convention  Center  (the "Expo  Center").
Interface  Group-Nevada,  Inc.  ("IGN"),  the  owner  of  the  Expo  Center,  is
beneficially  owned by the Sole Stockholder.  Venetian,  the New Mall Subsidiary
and IGN transact business with each other and are parties to certain agreements.
The nature of such  transactions  and the amounts  involved are disclosed in the
notes to the financial statements.

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------

Principals of Consolidation
---------------------------

      The consolidated  financial statements include the accounts of the Company
and its subsidiaries.  Significant  intercompany  balances and transactions have
been eliminated.

Use of Estimates
----------------

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 2 - Summary of Significant Accounting Policies (continued)
================================================================================

Cash and Cash Equivalents
-------------------------

      Cash and cash equivalents consist of cash and short-term  investments with
original maturities not in excess of 90 days.

Inventories
-----------

      Inventories are stated at the lower of cost or market.  Cost is determined
by the first-in,  first-out  and specific  identification  methods.  Inventories
consist primarily of food, beverage and retail products.

Accounts Receivable
-------------------

      Accounts  receivable  are due  within  one  year and are  recorded  net of
amounts estimated to be uncollectible.

Property and Equipment
----------------------

      Property and equipment are stated at cost.  Depreciation  and amortization
are provided on a  straight-line  basis over the  estimated  useful lives of the
assets as follows:

<TABLE>
<CAPTION>

<S>                                                 <C>
  Building and improvements                         15 to 40 years
  Furniture, fixtures and equipment                  3 to 15 years
  Leasehold improvements                             5 to 10 years
</TABLE>

      Maintenance, repairs and renewals that neither materially add to the value
of the  property  nor  appreciably  prolong  its life are  charged to expense as
incurred.  Gains or losses on disposition of property and equipment are included
in the statements of operations.

      Management  reviews  assets for possible  impairment of long-lived  assets
whenever events or changes in circumstances indicate that the carrying amount of
such  assets  may not be  recoverable.  Impairment  losses are  recognized  when
estimated  future  cash flows  expected to result from the use of the assets and
their eventual  disposition are less than their carrying amounts. See Note 3 for
adjustment of carrying values as a result of the quasi-reorganization.

Capitalized Interest
--------------------

      Interest   costs   associated   with  major   construction   projects  are
capitalized.  Interest is capitalized  on amounts  expended on the Casino Resort
using  the  weighted-average  cost  of  the  Company's  outstanding  borrowings.
Capitalization of interest ceases when the project is substantially complete.

Pre-opening Costs
-----------------

      Pre-opening costs, representing primarily direct personnel and other costs
incurred prior to the opening of the Casino Resort are expensed as incurred.

Debt Discount and Deferred Offering Costs
-----------------------------------------

       Debt discount and offering costs are amortized  based on the terms of the
related debt instruments using the straight-line  method, which approximates the
effective interest method.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 2 - Summary of Significant Accounting Policies (continued)
================================================================================

Per Share Data
--------------

      Basic and diluted  loss per share are  calculated  based upon the weighted
average  number of shares  outstanding.  The weighted  average  number of shares
outstanding  used in the  computation  of loss per  share of  common  stock  was
925,000 for all periods presented. There were no options or warrants to purchase
common stock outstanding during any period presented.  The net loss available to
common stockholders used in computing 2000, 1999 and 1998 basic and diluted loss
per share includes a preferred return of $18.5 million,  $14.4 million and $13.6
million, respectively.

Casino Revenue and Promotional Allowances
-----------------------------------------

      Casino  revenue is the  aggregate of gaming wins and losses.  Effective in
the fourth quarter of 2000, the Company adopted Emerging Issues Task Force Issue
00-14 ("EITF  00-14").  EITF 00-14  requires that cash  discounts and other cash
incentives  related to gaming play be recorded  as a reduction  of gross  casino
revenues.  EITF 00-14 also requires that prior periods be restated to conform to
this  presentation.  The  Company  previously  recorded  such  discounts  as  an
operating expense and has reclassified prior period amounts, which has no effect
on  previously   reported  net  income.   In  addition,   the  retail  value  of
accommodations,  food and beverage, and other services furnished to hotel/casino
guest  without  charge  is  included  in  gross  revenue  and then  deducted  as
promotional  allowances.  The  estimated  departmental  cost of  providing  such
promotional  allowances is included  primarily in casino  operating  expenses as
follows (in thousands):

<TABLE>
<CAPTION>

                                               December 31,
                            ---------------------------------------------------

                                 2000              1999             1998
                                 ----              ----             ----
  <S>                       <C>              <C>              <C>
  Food and Beverage             $    10,391      $     7,126    $        --
  Rooms                               7,956            5,077
  Other                               1,904              836
                            ---------------  ---------------  ---------------
                                $    20,251      $    13,039    $        --
                            ===============  ===============  ===============

</TABLE>

Rental Revenues
---------------

      Minimum rental revenues are recognized on a  straight-line  basis over the
terms of the related  lease.  Percentage  rents are  recognized in the period in
which the tenants exceed their respective percentage rent thresholds. Recoveries
from  tenants  for real  estate  taxes,  insurance  and  other  shopping  center
operating  expenses  are  recognized  as  revenues  in the period  billed  which
approximates the period in which the applicable costs are incurred.

Income Taxes
------------

      LVSI has  elected to be taxed as an S  Corporation  and its  wholly  owned
subsidiaries are either limited liability  companies or S Corporations,  each of
which is a tax pass through entity for federal income tax purposes.  Nevada does
not levy a corporate income tax. Accordingly,  no provision for federal or state
income taxes is included in the statement of operations.

Advertising Costs
-----------------

      Costs  for  advertising  are  expensed  as  incurred,   except  costs  for
direct-response advertising, which are capitalized and amortized over the period
of the related program. Direct-response advertising consist primarily of mailing
costs associated with the direct-mail programs.  Capitalized  advertising costs,
including in prepaid  expense,  were  immaterial  at December 31, 2000 and 1999.
Advertising  costs that were expensed during the year were $8.7 million and $5.2
million in 2000 and 1999, respectively.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 2 - Summary of Significant Accounting Policies (continued)
================================================================================

Concentrations of Credit Risk
-----------------------------

      Financial   instruments,   which   potentially   subject  the  Company  to
concentrations of credit risk, consist principally of short-term investments and
receivables.  The short-term  investments  are placed with a high credit quality
financial institution, which invests primarily in money market funds.

Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------

      In  June  1998,  the FASB issued SFAS No. 133,  "Accounting for Derivative
Instruments  and Hedging  Activities".  SFAS No. 133 will require the Company to
recognize all derivatives on the balance sheet at fair value. The accounting for
the changes in the fair values of such  derivatives  would  depend on the use of
the  derivative and whether it qualifies for hedge  accounting.  SFAS No. 133 is
effective for the Company's  financial  statements  issued for periods beginning
January 1, 2000. However,  SFAS No. 137, "Accounting for Derivative  Instruments
and Hedging  Activities - Deferral of the Effective  Date of FASB  Statement No.
133",  defers the  effective  date for one year to January 1, 2001.  The Company
anticipates  that  implementing  SFAS No.  133 will not  materially  impact  the
Company's financial condition, results of operations or cash flows.

Reclassifications
-----------------

      The  consolidated  financial  statements  and  footnotes  for prior  years
reflect certain reclassifications to conform with the current year presentation,
which have no effect on previously reported net income.

Note 3 - Strategic Redirection and Quasi-Reorganization
-------------------------------------------------------

      During  1996,  in  response to  increasing  competition  and rapid  market
changes, management decided to strategically redirect the Company's business. On
June 30, 1996,  the Company  suspended  operations and closed the existing Sands
property  to make way for a new  hotel-casino  resort  (Note  1).  As a  result,
approximately 1,400 employee positions were eliminated.  The estimated severance
and related closing costs were included in selling,  general and  administrative
expense for 1996. In December 1997, the Company  reevaluated its accrued closing
costs   resulting  in  a  credit  of  $1.8  million  to  selling,   general  and
administrative expense.

      In  connection  with the  closing  of the Sands  (Note 1),  the  Company's
director and sole stockholder approved a  quasi-reorganization,  effective as of
June 30, 1996,  pursuant to which the Company  revalued certain of its assets as
of that date. This  revaluation,  in accordance  with the accounting  principles
applicable  to a  quasi-reorganization,  permitted  the Company to eliminate the
adjusted  accumulated  deficit  account  as of that  date,  by a charge  against
capital in excess of par value, and to establish a new retained earnings account
for   the   accumulation   of   the   results   of   future   operations.    The
quasi-reorganization  resulted in an increase in the  carrying  value of land of
$51.7  million and a  corresponding  decrease of $45.0  million in buildings and
other property and equipment,  net of accumulated  depreciation and $6.7 million
in severance and related closing costs. The remaining  accumulated  depreciation
was  eliminated  against  the cost  basis  of the  remaining  property,  and the
accumulated  deficit of $155.0 million as of June 30, 1996,  was  transferred to
capital in excess of par value.

Note 4 - Restricted Cash
------------------------

      The net  proceeds of the  Company's 12 1/4%  Mortgage  Notes due 2004 (the
"Mortgage  Notes")  and its 14 1/4%  Senior  Subordinated  Notes  due 2005  (the
"Senior  Subordinated Notes" and, together with the Mortgage Notes, the "Notes")
were  deposited  into  restricted  accounts  and  invested in cash or  permitted
investments by a disbursement agent for the Company's lenders until required for
project costs under the terms of the disbursement  agreement with certain of the
Company's lenders (the  "Disbursement  Agreement") (Note 8). Additional  amounts
have been deposited to other  restricted  accounts,  which are controlled by the
Company,  but  which  are  also  restricted  as to use  under  the  terms of the
Disbursement Agreement.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 5 - Accounts Receivable
================================================================================
     Components of accounts receivable were as follows:

<TABLE>
<CAPTION>

                                                   December 31,
                                        --------------------------------
                                            2000              1999
                                        --------------   ---------------
<S>                                    <C>              <C>
Casino                                 $       66,520   $       28,028
Hotel                                          15,387           12,284
Other                                           5,334            9,788
                                       --------------   --------------
                                               87,241           50,100
Less:  allowance for doubtful
       accounts and discounts                 (22,913)          (6,897)
                                       ---------------  ---------------
                                       $       64,328   $       43,203
                                       ===============  ===============
</TABLE>

      The  Company  extends  credit  to  approved  casino  customers   following
background checks and investigations of credit worthiness. At December 31, 2000,
a  substantial  portion of the  Company's  receivables  were due from  customers
residing  in foreign  countries.  Business  or  economic  conditions,  the legal
enforceability of gaming debts, or other  significant  events in these countries
could affect the collectibility of such receivables.

      An estimated  allowance for doubtful  accounts and discounts is maintained
to reduce the Company's receivables to their carrying amount, which approximates
fair value.  Although  management  believes the  allowance  is  adequate,  it is
possible  that the  estimated  amount of cash  collections  with  respect to the
casino accounts receivable could change.

Note 6 - Property and Equipment, Net
------------------------------------

      Property and  equipment  includes  costs  incurred to construct the Casino
Resort and consists of the following (in thousands):

<TABLE>
<CAPTION>

                                                    December 31,
                                        --------------------------------
                                             2000             1999
                                        ---------------   --------------
<S>                                    <C>                <C>
Land and land improvements               $     109,863      $     105,425
Building and improvements                      832,429            816,826
Equipment, furniture, fixtures
 and leasehold improvements                    134,008            139,147
Construction in progress                        52,129             42,649
                                       ---------------   ----------------
                                             1,128,429          1,104,047
Less:  accumulated depreciation
       and amortization                        (66,336)           (24,855)
                                       ---------------   ----------------
                                         $   1,062,093      $   1,079,192
                                       ===============   ================
</TABLE>

      The Casino Resort serves as collateral  for various  financing  facilities
(Note 8).

      During the years  ended  December  31,  2000,  1999 and 1998,  the Company
capitalized  interest expense of $0.1 million,  $31.3 million and $39.7 million,
respectively.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 7 - Other Accrued Liabilities
================================================================================

      Other accrued liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>

                                                       December 31,
                                             ----------------------------------
                                                   2000             1999
                                             ---------------   ---------------
<S>                                          <C>               <C>
 Customer deposits                                 $  33,807         $  15,942
 Payroll and related                                  21,226            10,779
 Taxes and licenses                                   15,605            10,126
 Outstanding gaming chips and tokens                   5,095             5,862
 Other accruals                                        1,002               683
                                             ---------------   ---------------
                                                   $  76,735         $  43,392
                                             ===============   ===============
</TABLE>

Note 8 - Long-Term Debt
-----------------------

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

 <TABLE>
<CAPTION>


                                                             December 31,
                                                      -------------------------
                                                          2000         1999
                                                      -----------   -----------

<S>                                                   <C>          <C>
Indebtedness of the Company and its Subsidiaries
other than the New Mall Subsidiary:
-------------------------------------------------

12 1/4% Mortgage Notes, due November 15, 2004 ...     $ 425,000    $ 425,000
14 1/4% Senior Subordinated Notes, due November
 15, 2005 (Net of unamortized discount of $4,263
 in 2000 and $5,138 in 1999) ....................        93,237       92,362
Bank Credit Facility-Revolver ...................            --       39,160
Bank Credit Facility-Tranche A Term Loan.........       103,125      138,750
Bank Credit Facility-Tranche B Term Loan.........        49,750           --
FF&E Credit Facility ............................        75,229       91,838

Subordinated Owner Indebtdness:
-------------------------------

Completion Guaranty Loan ........................        27,071       23,503

Indebtedness of the New Mall Subsidiary:
----------------------------------------

Mall Tranche A Take-out Loan ....................       105,000      105,000
Subordinated Mall Tranche B Take-out Loan from
  Sole Stockholder ..............................        35,000       35,000

Less: current maturities ........................       (50,119)     (42,859)
                                                      ---------    ---------
Total long-term debt ............................     $ 863,293    $ 907,754
                                                      =========    =========
</TABLE>

      Mortgage Notes and Senior Subordinated Notes
      --------------------------------------------

      In November 1997, the Company  issued $425.0 million  aggregate  principal
amount of the Mortgage Notes and $97.5 million aggregate principal amount of the
Senior  Subordinated  Notes in a  private  placement.  Interest  on the Notes is
payable  each May 15 and  November 15,  commencing  on May 15, 1998.  On June 1,
1998,  LVSI and Venetian  completed an exchange  offer to exchange the Notes for
notes with substantially the same terms.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 8 - Long-Term Debt (continued)
================================================================================

      The  Mortgage  Notes are  secured  by second  priority  liens on the Notes
Collateral (the real estate improvements and personal property that comprise the
Hotel, the Casino and the Congress Center, with certain exceptions).  The Senior
Subordinated Notes are unsecured. The Notes are redeemable at the option of LVSI
and Venetian at prices ranging from 100% to 106.125%  during  specified years as
set forth in the  Notes  and the  indentures  pursuant  to which the Notes  were
issued  (the  "Indentures").  Upon  a  change  of  control  (as  defined  in the
Indentures),  each Note holder may require LVSI and Venetian to repurchase  such
Notes at 101% of the principal  amount  thereof plus accrued  interest and other
amounts  which are then due, if any. The Notes are not subject to a sinking fund
requirement.

      The Senior  Subordinated  Notes bear cash  interest at the rate of 10% per
annum through  November 15, 1999, and thereafter at a rate of 14 1/4% per annum.
The Senior Subordinated Notes were sold at a $7.0 million discount to their face
amount  in  order to yield 14 1/4% per  annum to  maturity  and  accrued  to par
through the second anniversary date of the issuance.

      Bank Credit Facility
      --------------------

      In November 1997, LVSI, Venetian and a syndicate of lenders entered into a
Bank Credit  Facility  (the "Bank Credit  Facility")  providing for up to $150.0
million in multiple  draw term loans (the  "Tranche A Term Loan") to the Company
for  construction  and development of the Casino Resort.  Up to $40.0 million of
additional  credit in the form of revolving loans under the Bank Credit Facility
(the  "Revolver") is available  generally for working  capital.  The Company has
recently obtained an extension of the availability date of the Revolver from the
lenders  under the Bank Credit  Facility  from March 15, 2001 to  September  15,
2001. The Company  anticipates the Revolver to be extended beyond  September 15,
2001 however,  there can be no assurance that such financing arrangement will be
completed  during 2001. In June 2000, the Company  amended  certain terms of the
Bank  Credit  Facility in order to (i) add a new senior  secured  tranche B term
loan (the "Tranche B Term Loan") in the amount of $50.0 million, the proceeds of
which were  applied to (x)  prepay the  Tranche A Term Loan in forward  order of
maturity in the amount of $30.0 million and (y) reduce  outstanding  loans under
the Revolver by $20.0  million  (net of fees and  expenses)  without  decreasing
available  commitments  of  the  Revolver  and  (ii)  adjust  certain  financial
covenants provided for in the Bank Credit Facility.  The Company recorded a $2.8
million  extraordinary  loss on early retirement of debt in connection with this
transaction.  The  purpose  of the June 2000  modifications  to the Bank  Credit
Facility  was to  refinance  a portion of the Tranche A Term Loan and to provide
additional flexibility and the ability to fund capital expenditures and possible
working  capital  requirements  associated  with the  Company's  premium  gaming
business.

      Funds  borrowed  under  the  Revolver  and the  Tranche  A Term  Loan bear
interest  through  final  completion   (settlement  of  all  disputes  with  the
Construction  Manager  and its  subcontractors)  at (i) a base  rate plus 2% per
annum or (ii) a reserve adjusted  eurodollar rate plus 3% per annum.  Upon final
completion  and for six months  thereafter,  the interest  rate will be at (i) a
base rate plus 1 1/2% or (ii) a reserve adjusted Eurodollar rate plus 2 1/2% per
annum.  From six months after final  completion,  the interest rate will be at a
base rate or a reserve  adjusted  Eurodollar rate plus a margin based on certain
leverage ratios set forth in the Bank Credit Facility. The average interest rate
incurred on the  Tranche A Term Loan  during 2000 was 9.47%.  The Tranche B Term
Loan has a  four-year  maturity,  and an  interest  rate of LIBOR plus 350 basis
points.  The average  interest  rate  incurred on the Tranche B Term Loan during
2000 was 10.16%.

      The Tranche A Term Loan provides for quarterly payments of $5.6 million in
June 2001,  $11.3 million for the next four  quarters and $13.1 million  through
maturity  during  June 2003.  The  Tranche B Term Loan  provides  for  quarterly
principal  payments of $125,000 per quarter through December 2003, and principal
payments of $24.1 million in March and June of 2004.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 8 - Long-Term Debt (continued)
================================================================================

      The  Company is  required  to enter into  interest  rate cap and/or  floor
agreements  to limit the impact of increases  in interest  rates on its floating
rate debt derived from the Bank Credit Facility. To meet the requirements of the
Bank Credit Facility,  the Company entered into a cap and floor agreement during
1998 which was  further  amended in 2000 (the "Cap and Floor  Agreement")  which
resulted in a premium payment to counter parties and receipt of an equal payment
from the counter parties, based upon notional principal amounts for a term equal
to the term of the Bank Credit Facility. The interest rate cap provisions of the
Cap and Floor Agreement  entitle the Company to receive from the counter parties
the amounts,  if any, by which the  selected  market  interest  rates exceed the
strike  rates stated in such  agreement.  Conversely,  the  interest  rate floor
provisions of the Cap and Floor Agreement require the Company to pay the counter
parties the amounts,  if any, by which the selected  market  interest  rates are
less than the strike rates stated in such  agreement.  The fair value of the Cap
and Floor Agreement is estimated by obtaining quotes from brokers and represents
the cash requirement if the existing contracts had been settled at year-end. The
notional  amount of the Cap and Floor  Agreement  at December 31, 2000 was $76.6
million.

      Mall Tranche A Take-out Loan
      ----------------------------

      On December 20, 1999, certain take-out lenders (collectively, the "Tranche
A Take-out  Lender")  funded a $105.0 million Tranche A take-out loan to the New
Mall Subsidiary (the "Tranche A Take-out Loan"). The proceeds were used to repay
indebtedness under the mall construction loan facility for the Mall.

      The  indebtedness  under the  Tranche A Take-out  Loan is secured by first
priority  liens on the assets that  comprise the Mall (the "Mall  Assets").  The
annual  interest  rate on the Tranche A Take-out  Loan is 350 basis  points over
30-day LIBOR and is payable  monthly.  The average interest rate incurred during
2000 was 9.88%. The Tranche A Take-out Loan is due in full on December 20, 2002.
No principal payments are due thereunder until December 20, 2002.

      To meet the  requirements  of the  Tranche A Take-out  Loan,  the New Mall
Subsidiary  entered into a cap  agreement  subsequent  to December 31, 1999 (the
"Cap  Agreement")  which resulted in a premium  payment to counter parties based
upon notional principal amounts for a term equal to the Tranche A Take-out Loan.
The  interest  rate cap  entitles  the New Mall  Subsidiary  to receive from the
counter parties the amounts, if any, by which the selected market interest rates
exceed the strike rates stated in the Cap Agreement.  The notional amount of the
Cap Agreement at December 31, 2000 was $42.3 million.

      The New  Mall  Subsidiary  is also  required  pursuant  to the  Tranche  A
Take-out  Loan to maintain  certain  funds in escrow for mall  management  fees,
tenant disputes, tenant allowances and leasing commissions. At December 31, 2000
and 1999,  $1.1 million and $2.2  million,  respectively  was held in escrow and
classified as restricted cash in the accompanying financial statements.

      Mall Tranche B Take-out Loan
      ----------------------------

      On December 20,  1999,  the Sole  Stockholder  funded a Tranche B take-out
loan to provide  $35.0  million in  financing  to the New Mall  Subsidiary  (the
"Tranche B Take-out  Loan" and,  together with the Tranche A Take-out  Loan, the
"Mall Take-out Financing").  The proceeds, along with $105.0 million of proceeds
from the Tranche A Take-out Loan, were used to repay the mall  construction loan
facility for the Mall in full.

      The  indebtedness  under the Tranche B Take-out  Loan is secured by second
priority liens on the Mall Assets.  The loan bears interest at 14% per annum and
is payable monthly.  During 2000 and 1999 the Company incurred  interest expense
of $5.2  million and $0.2  million,  respectively  under this loan.  The initial
maturity  date is December  20, 2004 with a right of  extension  to December 20,
2007. No principal payments are due until maturity.

      FF&E Financing
      --------------

      In December 1997, a credit facility (the "FF&E Credit  Facility")  secured
by certain furniture,  fixtures and equipment (the "Specified FF&E") was entered
into with certain  lenders  (the "FF&E  Lenders")  to provide  $97.7  million of
financing for the Specified  FF&E and an  electrical  substation.  The financing
provides for an interim loan during  construction and a 60-month basic term loan
after completion of the Casino Resort.  In the initial and subsequent draws, the
FF&E  Lenders  reimbursed  the  Company  for  amounts  spent by the  Company for
Specified FF&E prior to the initial draw.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 8 - Long-Term Debt (continued)
================================================================================

       Interest on the basic term loan is a floating  monthly rate calculated at
the higher of (a) the reserve adjusted 30-day LIBOR plus 375 basis points or (b)
the eurodollar  interest rate margin in effect on the Bank Credit  Facility plus
125 basis points.  The average  interest rate incurred during 2000 was 9.92% and
was  payable  quarterly.  Amortization  on the  FF&E  basic  loan  was 3% of the
principal for the first four quarters  beginning  September 30, 1999 and 5.5% of
the principal for the next 16 quarters.  As of December 31, 2000,  $97.7 million
had been drawn and $22.5 million  principal  repayments  had been paid under the
FF&E Credit Facility.

      Completion Guaranty Loan
      ------------------------

      In accordance  with its terms,  advances  made under the Sole  Stockholder
completion  guaranty (the  "Completion  Guaranty")  are treated as a junior loan
from the Sole Stockholder to Venetian (the  "Completion  Guaranty Loan") that is
subordinated  in right of  payment  to the  indebtedness  under the Bank  Credit
Facility,  the FF&E Credit Facility and the Notes. The Completion  Guaranty Loan
matures on November 16, 2005,  bears interest at a rate of 14 1/4% per annum and
compounds and is added to the principal balance semi-annually. Although interest
may accrue on the  Completion  Guaranty  Loan,  no cash payments with respect to
such loan may be made until senior  indebtedness is repaid,  except for payments
made from certain  construction-related  recoveries.  On November  12, 1999,  an
advance of  approximately  $23.5 million was made under the Completion  Guaranty
and treated as a  Completion  Guaranty  Loan.  During 2000 the Company  incurred
interest  expense  of $3.6  million  under this loan which has been added to the
principal balance of the Completion Guaranty Loan,  resulting in a total balance
of $27.1 million at December 31, 2000.

      Scheduled  maturities of long-term  debt  outstanding at December 31, 2000
are  summarized  as follows:  $50.1 million for 2001,  $175.8  million for 2002,
$48.2 million for 2003,  $519.0  million for 2004,  and $120.3  million for 2005
(which includes unamortized discount on the Senior Subordinated Notes).

      Waivers
      -------

      On November 12, 1999,  the Company  entered  into various  limited  waiver
agreements (the "Waivers") with the  administrative  agent and lenders under (1)
the Bank Credit  Facility,  (2) the FF&E Credit Facility and (3) certain parties
to the  Disbursement  Agreement.  Under the Waivers,  the various lenders waived
certain  defaults and events of default (to the extent,  if any, they existed or
may have existed) arising from the litigation with the Construction Manager, the
facts relating to the underlying  dispute with the Construction  Manager and the
mechanics liens that were filed against the Casino Resort.  As conditions to the
effectiveness of the Waivers, the Company and the Sole Stockholder,  among other
things (i) agreed to pay a fee to the lenders under the Bank Credit Facility and
the FF&E Credit  Facility,  (ii) agreed to purchase  surety bonds for all of the
mechanics  liens and cause the title  company to provide  endorsements  ensuring
that the deeds of trust under the Bank Credit  Facility and the  Mortgage  Notes
are superior in priority to all mechanics  liens, and (iii) agreed that the Sole
Stockholder's $25.0 million Completion Guaranty would, notwithstanding the prior
agreement  of the  parties  providing  for  termination  of such  guaranty  upon
substantial  completion  of the Casino  Resort,  remain in effect  until  "final
completion" (i.e., the completion of all remaining punchlist items and the final
resolution  or  settlement  of all disputes  with the  Construction  Manager and
subcontractors)  and be  unlimited  in amount with  respect to all  construction
costs  arising  from scope  changes.  In order to be able to purchase the surety
bonds, the Sole Stockholder had to provide a $5.0 million  irrevocable letter of
credit as  collateral  to the  bonding  company.  All of the  conditions  to the
effectiveness of the limited waivers were satisfied on November 12, 1999.

      The debt  instruments  described  above  contain  certain  covenants  that
require the Company to pass a number of financial tests relating to, among other
things, a minimum consolidated earnings before interest, taxes, depreciation and
amortization  ("EDITDA"),  a  consolidated  leverage  ratio;  and a fixed charge
coverage   ratio  (all  as  defined  in  the  respective   credit   agreements).
Additionally,  the debt  instruments  contain certain  restrictions  that, among
other things,  limit the ability of the 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 assets of the
Company  without prior  approval of the lenders or  noteholders.  The Company is
also a party to certain intercreditor arrangements. The intercreditor agreements
set  forth  the  lender's  interests  and  claims  in the  Company's  assets  as
collateral for borrowings.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 8 - Long-Term Debt (continued)
================================================================================

      Consolidated  EBITDA is dependent on the Company's  results of operations,
which in turn are partially dependent on tables games revenues.  While the table
games win  percentage  is  reasonably  predictable  over the long  term,  it can
fluctuate significantly from quarter to quarter, affecting table games revenues.
The financial covenants  involving EBITDA are applied on a rolling  four-quarter
basis, and the Company's  compliance with financial covenants can be temporarily
affected  if the  Company  experiences  an  unusually  low win  percentage  in a
particular  quarter,  which is not  offset in  subsequent  quarters  or by other
results of operations.

      The Company has remained in compliance with these  covenants  during 2000.
However,  the Company  expects to be challenged to meet these  covenant tests in
the first  quarter of 2001 due to an extremely  low win  percentage  for certain
quarters during the rolling measurement  period.  These covenants allow the Sole
Stockholder  to increase  EBITDA for  measurement  purposes by issuing a standby
letter of credit to the Company's lenders.  The Company anticipates that it will
use this letter of credit  mechanism  during 2001 to meet the covenant test. The
Company further anticipates that the win percentage will return to normal levels
over time,  and that it will cancel the  standby  letter of credit once it is no
longer needed to meet the test.

      Fair Value
      ----------

      Estimated  fair  values  of  the  Company's  debt  and  related  financial
instruments are as follows:

<TABLE>
<CAPTION>

                                                 December 31,
                                   ---------------------------------------------
                                           2000                 1999
                                           ----                 ----

                                   Carrying    Fair       Carrying     Fair
                                   Amount      Value      Amount       Value
                                   ---------------------------------------------
<S>                                <C>         <C>        <C>         <C>
12 1/4% Mortgage Notes             $425,000    $422,875   $425,000    $352,750
14 1/4% Senior
 Subordinated Notes                  93,237      93,600     92,362      59,475
Mall Tranche A Take-out Loan        105,000     105,000    105,000     105,000
Mall Tranche B Take-out Loan         35,000      35,000     35,000      35,000
Completion Guaranty Loan             27,071      27,071     23,503      23,503
Bank Credit Facility
 Tranche A Term Loan                103,125     103,125    177,910     177,910
Bank Credit Facility
 Tranche B Term Loan                 49,750      49,750
FF&E Credit Facility                 75,229      75,229     91,838      91,838
Cap and Floor Agreement                             184                  (100)
Cap Agreement                                         4                     4

</TABLE>

      The fair values of the Mortgage  Notes and the Senior  Subordinated  Notes
are based on quoted market  prices.  The fair values of the Senior  Subordinated
Notes are based upon the $97.5  million face  amounts.  The fair values of other
indebtedness and the FF&E Credit Facility  approximate their respective carrying
amounts based on the variable nature of these facilities.  The fair value of the
Cap and Floor  Agreement  and the Cap  Agreement  are  based  upon  quotes  from
brokers.

Note 9 - Redeemable Preferred Interest in Venetian Casino Resort, LLC
---------------------------------------------------------------------

      During  1997,  Interface  Holding  contributed  $77.1  million  in cash to
Venetian in exchange for a Series A preferred  interest (the "Series A Preferred
Interest")  in  Venetian.  By its terms,  the Series A  Preferred  Interest  was
convertible  at any time into a Series B preferred  interest  in  Venetian  (the
"Series B Preferred Interest").  In August 1998, the Series A Preferred Interest
was converted into the Series B Preferred  Interest.  The rights of the Series B
Preferred  Interest  include the  accrual of a preferred  return of 12% from the
date of  contribution in respect of the Series A Preferred  Interest.  Until the
indebtedness  under the Bank  Credit  Facility is repaid and cash  payments  are
permitted under the restricted  payment covenants of the indentures entered into
in connection  with the Notes,  the  preferred  return on the Series B Preferred

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 9 - Redeemable Preferred Interest in Venetian Casino Resort, LLC
(continued)
================================================================================

Interest will accrue and will not be paid in cash.  Commencing in November 2009,
distributions  must be made to the extent of the positive capital account of the
holder.  During  the  second  and  third  quarters  of 1999,  Interface  Holding
contributed  $37.3 million and $7.1 million,  respectively,  in cash in exchange
for an additional Series B Preferred  Interest.  During the years ended December
31,  2000,  1999 and 1998,  $18.5  million,  $14.4  million  and $13.6  million,
respectively,  were  accrued on the Series B Preferred  Interest  related to the
contributions  made.  During 1998, 1999 and 2000, there were no distributions of
preferred interest or preferred return paid.

Note 10 - Stockholder's Equity
------------------------------

Increase in Shares Authorized and Outstanding
---------------------------------------------

      In November 1997, the Company's Board of Directors increased the number of
authorized shares of LVSI from 100,000 to 3,000,000 and authorized and consented
to increase the number of shares  outstanding  with  respect to the  outstanding
shares of common  stock of LVSI,  so that each share of such common  stock would
henceforth be deemed to represent  18.4996 shares of common stock,  resulting in
925,000 shares of common stock  outstanding on such date. The par value remained
$.10 per share.  All  references  to share and per share data  herein  have been
adjusted retroactively to give effect to the change in shares outstanding.

1997 Fixed Stock Option Plan
----------------------------

      The Company  established a nonqualified  stock option plan, which provides
for the granting of stock options  pursuant to the applicable  provisions of the
Internal  Revenue Code and  regulations.  The stock option plan provides for the
granting  of up to  75,000  shares  of common  stock to  officers  and other key
employees of the Company. The Company has committed to grant options to purchase
shares of the Company's  common stock at an exercise price to be determined by a
formula  involving the value of LVSI's land and certain  capital  contributions.
However,  as of  December  31, 2000 no grants  under the stock  option plan have
occurred. If fully exercised, shares acquired under such options would represent
approximately 5% of the Company's then  outstanding  stock. The Company does not
expect  the  exercise  price on the grant  date will be lower  than fair  market
value.

Note 11 - Employee Savings Plan
-------------------------------

      Participation in the Venetian Casino Resort,  LLC 401 (k) employee savings
plan is  available  for  all  full  time  employees.  The  savings  plan  allows
participants  to  defer,  on a pre-tax  basis,  a portion  of their  salary  and
accumulate  tax-deferred earnings as a retirement fund. Venetian matches 150% of
the first $390 of employee  contributions  and 50% of employee  contributions in
excess of $390 up to a maximum of 3% of participating  employee's eligible gross
wages. For the year ended December 31, 2000, 1999 and 1998 contributions accrued
under the savings plan were $1.8 million, $0.8 million and $0.0, respectively.

Note 12 - Related Party Transactions
------------------------------------

      As support for the  development  and operation of the Casino  Resort,  the
Sole Stockholder or his affiliates currently provide the following:

(i) a  construction  completion  guaranty  unlimited  in amount with  respect to
excess  construction costs due to scope changes,  with a remaining  liability of
approximately  $5.0 million  (collateralized  by cash and cash equivalents) with
respect to all other  construction  costs.  On November 12, 1999,  approximately
$23.5  million of the  completion  guaranty  collateral  was utilized for excess
construction  costs,  leaving the $5.0 million of cash  collateral  remaining as
described above;

(ii) the $35.0 million Tranche B Take-out Loan;

(iii) a $20.0  million  unsecured  guaranty  of the  $105.0  million  Tranche  A
Take-out Loan.

      The Sole  Stockholder  is a partner in four  entities  formed that operate
restaurants in the Casino Resort. The terms and conditions of the leases granted
by the Company for such  restaurants  are at amounts which  management  believes
would be no less favorable than those negotiated with independent third parties.
Valentino  Las  Vegas LLC and  Night  Market,  LLC paid  Venetian  $620,994  and
$120,028,  respectively,  and Postrio Las Vegas LLC and Carnevale Coffee Bar LLC
paid the Mall Subsidiary $690,304 and $171,334, respectively,  pursuant to these
leases in 2000.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 12 - Related Party Transactions (continued)
================================================================================

      During  November 1999, the Sole  Stockholder  purchased idle  construction
equipment from the Company  (tower  cranes) for $2.0 million,  the cost basis of
the equipment.

      During the fourth quarter of 1999, the Sole Stockholder  purchased certain
construction claims from various contractors and subcontractors for an aggregate
price equal to the aggregate amount of the claims  (approximately $1.6 million).
On November 12, 1999,  with the approval of all of the  Company's  lenders,  the
Company paid the Sole Stockholder the aggregate amount of these claims.

      In 2000,  LVSI  received  from,  and rendered  to, IGN and its  affiliates
certain administrative and other services such as travel. Any such services were
provided at amounts which  management  believes  would be no less favorable than
those  negotiated  with  independent  third  parties.  The Company  paid certain
affiliates  $2.1 million,  $0.9 million and $0.0 for these services during 2000,
1999 and 1998, respectively.

      IGN  provides  audio  visual  services  to group  customers  of the Casino
Resort.  These services are provided pursuant to a contract that provides for an
equal sharing of revenues after direct operating expenses.  The company received
$3.7 million and $1.3 million  pursuant to this  contract  during 2000 and 1999,
respectively.

      The  Company,  New Mall  Subsidiary  and IGN are parties to an Amended and
Restated  Reciprocal  Easement,  Use and Operating  Agreement (the  "Cooperation
Agreement") which, among other things,  provides for the integrated operation of
all the facilities and addresses, encroachments, joint marketing and the sharing
of certain facilities and costs related thereto.

Note 13 - Commitments and Contingencies
---------------------------------------

Energy Services Agreement and Other Operating Lease Agreements
--------------------------------------------------------------

      During 1997, Venetian and the Mall Subsidiary entered into separate energy
service  agreements with a heating and air conditioning  ("HVAC")  provider (the
"HVAC  Provider").  Under the terms of the energy  services  agreement and other
separate energy services agreements,  HVAC energy and services will be purchased
by  Venetian,  the New Mall  Subsidiary,  its mall  tenants and IGN over initial
terms of 10 years  with an  option  to  collectively  extend  the terms of their
agreements for two consecutive five-year periods.

      Pursuant to the Company's construction  management contract (as more fully
defined  under  "Litigation"  below),  the HVAC  plant  was  constructed  by the
Company's Construction Manager (also defined below) on land owned by the Company
and  leased  to the  HVAC  Provider.  The  HVAC  equipment  is owned by the HVAC
Provider,  which paid all costs ("HVAC  Costs") in connection  with the purchase
and installation of the HVAC equipment. The total HVAC Costs were $70.0 million.

      The charges payable under the separate energy services  agreements include
a  fixed  component  applied  to the  HVAC  Costs  paid  by the  HVAC  Provider,
reimbursement of operational and related costs and a management fee.

      As of  December  31,  2000,  Venetian  and the New  Mall  Subsidiary  were
obligated under the energy services  agreements to make future minimum  payments
as follows (in thousands):

<TABLE>
<CAPTION>

 Years Ending December 31,
 -------------------------
   <S>                                      <C>
   2001                                     $  7,657
   2002                                        7,657
   2003                                        7,657
   2004                                        7,657
   2005                                        7,657
   Thereafter                               $ 26,799
                                            --------
   Total minimum lease payments             $ 65,084
                                            ========
</TABLE>

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 13 - Commitments and Contingencies (continued)
================================================================================

      Expenses  incurred under the energy services  agreements were $7.0 million
($7.657  million  less leasee  reimbursements)  for the year ended  December 31,
2000. The New Mall  Subsidiary is responsible  for 19% of energy services rental
payments and these amounts  exclude  payments by IGN.  Expenses  incurred  under
other short-term,  variable rate operating lease agreements totaled $4.1 million
and $2.0 million for the year ended December 31, 2000 and 1999, respectively.

Litigation
----------

      The  Company is party to  litigation  matters  and  claims  related to its
operations and the construction of the Casino Resort. Except as described below,
the Company does not expect that the final resolution of these matters will have
a material impact on the financial position,  results of operation or cash flows
of the Company.

      The  construction  of the  principal  components  of the Casino Resort was
undertaken by Lehrer McGovern Bovis, Inc. (the "Construction  Manager") pursuant
to a construction  management  agreement and certain  amendments  thereto (as so
amended, the "Construction  Management Contract").  The Construction  Management
Contract  established  a final  guaranteed  maximum  price (the "Final  GMP") of
$645.0 million,  so that, subject to certain exceptions  (including an exception
for  cost  overruns  due to  "scope  changes"),  the  Construction  Manager  was
responsible  for any costs of the work  covered by the  Construction  Management
Contract in excess of the Final GMP. The obligations of the Construction Manager
under the  Construction  Management  Contract  are  guaranteed  by  Bovis,  Inc.
("Bovis" and such guaranty,  the "Bovis Guaranty"),  the Construction  Manager's
direct parent at the time the Construction Management Contract was entered into.
Bovis' obligations under the Bovis Guaranty are guaranteed by The Peninsular and
Oriental  Steam  Navigation  Company  ("P&O"),  a British public company and the
Construction  Manager's ultimate parent at the time the Construction  Management
Contract was entered into (such guaranty, the "P&O Guaranty").

      On July 30,  1999,  Venetian  filed a complaint  against the  Construction
Manager and Bovis in United  States  District  Court for the District of Nevada.
The  action  alleges  breach of  contract  by the  Construction  Manager  of its
obligations under the Construction  Management Contract and a breach of contract
by Bovis of its obligations under the Bovis Guaranty, including failure to fully
pay trade  contractors  and  vendors  and  failure  to meet the  April 21,  1999
guaranteed  completion  date. The Company amended this complaint on November 23,
1999 to add P&O as an  additional  defendant.  The suit is  intended  to ask the
courts,  among  other  remedies,  to require  the  Construction  Manager and its
guarantors to pay its contractors,  to compensate  Venetian for the Construction
Manager's  failure  to  perform  its duties  under the  Construction  Management
Contract and to pay the Company the agreed upon  liquidated  damages penalty for
failure to meet the guaranteed substantial completion date. Venetian seeks total
damages in excess of $50.0 million.  The Construction Manager subsequently filed
motions to dismiss the Company's complaint on various grounds, which the Company
opposed.  The Construction  Manager's principal motions to date have either been
denied by the court or voluntarily withdrawn.

      In  response  to  Venetian's   breach  of  contract   claims  against  the
Construction Manager,  Bovis and P&O, the Construction Manager filed a complaint
on  August 3, 1999  against  Venetian  in the  District  Court of Clark  County,
Nevada.  The action  alleges a breach of contract and quantum meruit claim under
the Construction  Management  Contract and also alleges that Venetian  defrauded
the  Construction  Manager in  connection  with the  construction  of the Casino
Resort.  The Construction  Manager seeks damages,  attorney's fees and costs and
punitive  damages.  In the lawsuit,  the Construction  Manager claims that it is
owed  approximately  $90.0  million  from  Venetian  and  its  affiliates.  This
complaint was subsequently amended by the Construction Manager, which also filed
an  additional  complaint  against the  Company  relating to work done and funds
advanced with respect to the  contemplated  development  of the Phase II Resort.
Based  upon  its  preliminary  review  of the  complaints,  the  fact  that  the
Construction Manager has not provided Venetian with reasonable  documentation to
support such claims, and the Company's belief that the Construction  Manager has
materially  breached its agreements with the Company,  the Company believes that
the  Construction  Manager's  claims are without merit and intends to vigorously
defend  itself and pursue its claims  against  the  Construction  Manager in any
litigation.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 13 - Commitments and Contingencies (continued)
================================================================================

      In  connection  with  these   disputes,   as  of  December  31,  1999  the
Construction  Manager and its  subcontractors  filed mechanics liens against the
Casino Resort for $145.6 million and $182.2 million,  respectively.  The Company
believes  that a  major  reason  these  lien  amounts  exceed  the  Construction
Manager's  claims of $90.0 million is based upon a duplication  of liens through
the inclusion of lower tier claims by subcontractors in the liens of higher tier
contractors,  including the lien of the Construction Manager. As of December 31,
1999,  the Company had  purchased  surety bonds for  virtually all of the claims
underlying  these liens (other than  approximately  $15.0 million of claims with
respect to which the Construction  Manager purchased bonds). As a result,  there
can be no  foreclosure  of the Casino  Resort in  connection  with the claims of
Construction  Manager  and its  subcontractors.  However,  the  Company  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. If such
claims are not settled,  it is likely to take a  significant  amount of time for
their validity to be judicially determined.

      The Company  believes that these claims are, in general,  unsubstantiated,
without merit,  overstated and/or duplicative.  The Construction  Manager itself
has publicly acknowledged that at least some of the claims of its subcontractors
are without  merit.  In  addition,  the Company  believes  that  pursuant to the
Construction  Management Contract and the Final GMP, the Construction Manager is
responsible  for  payment of any  subcontractors'  claims to the extent they are
determined to be valid. The Company may also have a variety of other defenses to
the liens  that have  been  filed,  including,  for  example,  the fact that the
Construction Manager and its subcontractors  previously waived or released their
right to file liens against the Casino Resort. The Company intends to vigorously
defend itself in any lien proceedings.

      On August 9, 1999, the Company notified the insurance  companies providing
coverage under its liquidated damages insurance policy (the "LD Policy") that it
has a claim under the LD Policy.  The LD Policy provides  insurance coverage for
the failure of the Construction Manager to achieve substantial completion of the
portions of the Casino Resort covered by the  Construction  Management  Contract
within 30 days of the April 21, 1999 deadline,  with a maximum  liability  under
the LD Policy of  approximately  $24.1 million and with coverage being provided,
on a  per-day  basis,  for  days  31-120  of the  delay  in the  achievement  of
substantial completion. Because the Company believes that substantial completion
was not  achieved  until  November 12, 1999,  the  Company's  claim under the LD
Policy  is  likely  to be for the  above-described  maximum  liability  of $24.1
million.  The Company  expects the LD Policy insurers to assert many of the same
claims and  defenses  that the  Construction  Manager  has or will assert in the
above-described  litigations.  Liability  under the LD Policy may  ultimately be
determined by binding arbitration.

      In June 2000, the Company  purchased an insurance  policy (the  "Insurance
Policy") for loss coverage in  connection  with all  litigation  relating to the
construction  of the Casino Resort (the  "Construction  Litigation").  Under the
Insurance  Policy,  the Company will self-insure the first $45.0 million and the
insurer will insure up to the next $80.0 million of any possible covered losses.
The  Insurance  Policy  provides  coverage  for any  amounts  determined  in the
Construction   Litigation  to  be  owed  to  the  Construction  Manager  or  its
subcontractors relating to claimed delays, inefficiencies,  disruptions, lack of
productivity/unauthorized  overtime or schedule impact,  allegedly caused by the
Company during  construction of the Casino Resort, as well as any defense costs.
The  insurance  is in  addition  to,  and  does not  affect,  any  scope  change
guarantees provided by the Sole Stockholder pursuant to the Completion Guaranty.

      All of the pending litigation described above is in preliminary stages and
it is not yet possible to determine its ultimate  outcome.  If any litigation or
other  proceedings  concerning  the  claims of the  Construction  Manager or its
subcontractors  were decided adversely to the Company,  such litigation or other
lien proceedings could have a material adverse effect on the financial position,
results of operations or cash flows of the Company to the extent such litigation
is not covered by the Insurance Policy.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 14 - Minimum Lease Income
================================================================================

      The Company has entered into a number of  operating  leases in relation to
the New Mall Subsidiary and various retail and food and beverage  outlets in the
Casino  Resort,  which  range in length from 5 to 20 years.  The future  minimum
lease income under these leases (of which  approximately  83% is attributable to
the New Mall  Subsidiary)  consisted  of the  following at December 31, 2000 (in
thousands):

<TABLE>
<CAPTION>

<S>                            <C>
  2001                         $  17,770
  2002                            17,764
  2003                            17,695
  2004                            16,794
  2005                            14,845
  Thereafter                      84,123
                               ---------
  Total                        $ 168,991
                               =========

</TABLE>

      Most of the leases include  provisions for reimbursements of other charges
including  real  estate  taxes,  utilities  and  other  operating  costs.  Total
reimbursements  amounted  to $9.9  million  and $3.6  million  in 2000 and 1999,
respectively.

      The New Mall  Subsidiary  has entered into an  agreement  with Forest City
Enterprises   (the  "Mall   Manager"),   a  subsidiary  of  Forest  City  Ratner
Enterprises,  a leading  developer  and  manager of retail and  commercial  real
estate  developments,  whereby the Mall Manager  manages the Mall and supervises
and assists in the  creation of an  advertising  and  promotional  program and a
marketing  plan for the Mall.  The Mall Manager is also  responsible  for, among
other things,  preparation  of a detailed plan for the routine  operation of the
Mall,  collection  and deposit  procedures  for rents and other tenant  charges,
supervision of maintenance and repairs and, on an annual basis, preparation of a
detailed budget  (including any anticipated  extraordinary  expenses and capital
expenditures)  for the Mall. The term of the  management  contract is five years
from June 19,  1999,  the date the Mall opened to the public.  The Mall  Manager
receives a management  fee of 2% of all gross rents  received from the operation
of the Mall;  provided  that the Mall  Manager  will  receive  a minimum  fee of
$450,000 per year.

Note 15 - Summarized Financial Information
------------------------------------------

      Venetian  and  LVSI  are  co-obligors  of  the  Notes  and  certain  other
indebtedness  related to  construction  of the Casino Resort and are jointly and
severally liable for such  indebtedness  (including the Notes).  Venetian,  Mall
Intermediate,  Mall  Construction,  and  Lido  Intermediate  (collectively,  the
"Subsidiary  Guarantors") are wholly owned  subsidiaries of LVSI. The Subsidiary
Guarantors  have jointly and severally  guaranteed (or are  co-obligors of) such
debt on a full  and  unconditional  basis.  No  other  subsidiary  of LVSI is an
obligor or guarantor of any of the Casino Resort financing.

      Because the New Mall Subsidiary is not a guarantor of any  indebtedness of
the Company (other than the Mall Take-out Financing), creditors of the Company's
entities  comprising the Company other than the New Mall  Subsidiary  (including
the holders of the Notes but excluding  creditors of the New Mall Subsidiary) do
not have a direct claim against the Mall Assets.  As a result,  indebtedness  of
the  entities  comprising  the  Company  other  than  the  New  Mall  Subsidiary
(including  the  Notes) is now,  with  respect to the Mall  Assets,  effectively
subordinated to indebtedness of the New Mall Subsidiary. The New Mall Subsidiary
is not  restricted  by any of the  debt  instruments  of LVSI,  Venetian  or the
Company's other subsidiary  guarantors (including the Indentures) from incurring
any indebtedness. The terms of the Tranche A Take-out Loan prohibit the New Mall
Subsidiary  from paying  dividends or making  distributions  to any of the other
entities  comprising  the Company  unless  payments under the Tranche A Take-out
Loan are current,  and, with certain limited  exceptions,  prohibit the New Mall
Subsidiary from making any loans to such entities.  Any additional  indebtedness
incurred by the New Mall Subsidiary may include  additional  restrictions on the
ability of the New Mall  Subsidiary to pay any such  dividends and make any such
distributions or loans.

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)

Note 15 - Summarized Financial Information
================================================================================

       Prior to October 1998,  Venetian owned  approximately 44 acres of land on
or near the Las Vegas  Strip,  on the site of the former  Sands.  Such  property
includes the site on which the Casino Resort was  constructed.  Approximately 14
acres of such land was  transferred  to the Phase II Subsidiary in October 1998.
On  December  31,  1999,  an  additional  1.75  acres  of land  was  contributed
indirectly  by the Sole  Stockholder  to the Phase II  Subsidiary.  The Phase II
Resort is planned to be constructed  adjacent to the Casino Resort.  Because the
Phase II  Subsidiary  will not be a  guarantor  of the  Company's  indebtedness,
creditors  of the Company  (including  the holders of the Notes) will not have a
direct claim  against the assets of the Phase II  Subsidiary.  As a result,  the
indebtedness   of  the  Company   (including  the  Notes)  will  be  effectively
subordinated to indebtedness of the Phase II Subsidiary. The Phase II Subsidiary
is not subject to any of the  restrictive  covenants of the debt  instruments of
the Company  (including the Notes).  Any  indebtedness  incurred by the Phase II
Subsidiary is expected to include  material  restrictions  on the ability of the
Phase II  Subsidiary  to pay  dividends  or make  distributions  or loans to the
Company and its subsidiaries.

      Separate  financial  statements and other  disclosures  concerning each of
Venetian  and  the  Subsidiary   Guarantors  are  not  presented  below  because
management  believes  that  they  are  not  material  to  investors.  Summarized
financial  information  of LVSI,  Venetian,  the  Subsidiary  Guarantors and the
non-guarantor  subsidiaries on a combined basis as of December 31, 2000 and 1999
and the three  years in the period  ended  December  31,  2000 is as follows (in
thousands):

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                            CONDENSED BALANCE SHEETS
                                December 31, 2000

<TABLE>
<CAPTION>

                                                                    Venetian
                                                      Las Vegas     Casino
                                                      Sands, Inc.   Resort LLC
                                                      -----------   -----------
<S>                                                   <C>           <C>
Cash and cash equivalents .........................   $    35,332   $     4,260
Restricted cash and investments ...................          --           1,471
Intercompany receivable ...........................        42,917          --
Accounts receivable, net ..........................        45,609        17,686
Inventories .......................................          --           3,868
Prepaid expenses ..................................           458         2,897
                                                      -----------   -----------
  Total current assets ............................       124,316        30,182
                                                      -----------   -----------

Property and equipment, net .......................          --         840,960
Investment in Subsidiaries ........................       126,022        67,120
Deferred offering costs, net ......................          --          18,335
Other assets, net .................................         4,928        22,120
                                                      -----------   -----------
                                                      $   255,266   $   978,717
                                                      ===========   ===========

Accounts payable ..................................   $     4,794   $    18,036
Construction payable ..............................          --           3,297
Construction payable-contested ....................          --           7,232
Intercompany payables .............................          --          20,391
Accrued interest payable ..........................          --          11,498
Other accrued liabilities .........................        27,939        47,380
Current maturities of
 long term debt ...................................          --          50,119
                                                      -----------   -----------
  Total current liabilities .......................        32,733       157,953

Other long-term liabilities .......................          --          10,494
Long-term debt ....................................          --         723,293
                                                      -----------   -----------
                                                           32,733       891,740
Redeemable Preferred Interest
 in Venetian ......................................          --         168,012
                                                      -----------   -----------
Stockholder's equity ..............................       222,533       (81,035)
                                                      -----------   -----------
                                                      $   255,266   $   978,717
                                                      ===========   ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                      CONDENSED BALANCE SHEETS, (Continued)
                                December 31, 2000

<TABLE>
<CAPTION>
                                                        GUARANTOR SUBSIDIARIES
                                                      -------------------------
                                                      Lido          Mall
                                                      Intermediate  Intermediate
                                                      Holding       Holding
                                                      Company LLC   Company LLC
                                                      -----------   -----------
<S>                                                   <C>           <C>
Cash and cash equivalents .........................   $         4   $         4
Restricted cash and investments ...................          --            --
Intercompany receivable ...........................          --            --
Accounts receivable, net ..........................          --            --
Inventories .......................................          --            --
Prepaid expenses ..................................          --            --
                                                      -----------   -----------
  Total current assets ............................             4             4
                                                      -----------   -----------

Property and equipment, net .......................          --            --
Investment in Subsidiaries ........................          --            --
Deferred offering costs, net ......................          --            --
Other assets, net .................................          --            --
                                                      -----------   -----------
                                                      $         4   $         4
                                                      ===========   ===========

Accounts payable ..................................   $      --     $      --
Construction payable ..............................          --            --
Construction payable-contested ....................          --            --
Intercompany payables .............................          --            --
Accrued interest payable ..........................          --            --
Other accrued liabilities .........................          --            --
Current maturities of long term debt ..............          --            --
                                                      -----------   -----------
  Total current liabilities .......................          --            --

Other long-term liabilities .......................          --            --
Long-term debt ....................................          --            --
                                                      -----------   -----------
Redeemable Preferred Interest in Venetian .........          --            --
                                                      -----------   -----------
Stockholder's equity ..............................             4             4
                                                      -----------   -----------
                                                      $         4   $         4
                                                      ===========   ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                      CONDENSED BALANCE SHEETS, (Continued)
                                December 31, 2000

<TABLE>
<CAPTION>
                                                    NON-GUARANTOR SUBSIDIARIES
                                                  ------------------------------
                                                  Grand Canal    Other
                                                  Shops Mall     Non-
                                                  Subsidiary     Guarantor
                                                  LLC (1)        Subsidiaries(2)
                                                  -----------    ------------
<S>                                               <C>             <C>
Cash and cash equivalents .................       $     2,972     $        34
Restricted cash and investments ...........             1,078            --
Intercompany receivable ...................              --              --
Accounts receivable, net ..................               973              60
Inventories ...............................              --              --
Prepaid expenses ..........................               317            --
                                                  -----------     -----------
  Total current assets ....................             5,340              94
                                                  -----------     -----------

Property and equipment, net ...............           140,185          80,948
Investment in Subsidiaries ................              --              --
Deferred offering costs, net ..............             3,979            --
Other assets, net .........................             3,907            --
                                                  -----------     -----------
                                                  $   153,411     $    81,042
                                                  ===========     ===========

Accounts payable ..........................       $     1,005     $      --
Construction payable ......................              --             2,915
Construction payable-contested ............              --              --
Intercompany payables .....................            22,526            --
Accrued interest payable ..................             1,779            --
Other accrued liabilities .................             1,363              53
Current maturities of long term debt ......              --              --
                                                  -----------     -----------
  Total current liabilities ...............            26,673           2,968

Other long-term liabilities ...............              --              --
Long-term debt ............................           140,000            --
                                                  -----------     -----------
                                                      166,673           2,968
Redeemable Preferred Interest in Venetian .              --              --
                                                  -----------     -----------
Stockholder's equity ......................           (13,262)         78,074
                                                  -----------     -----------

                                                  $   153,411     $    81,042
                                                  ===========     ===========
</TABLE>

[FN]
----------
(1)  The  assets  and  liabilities  of  Mall  Construction,  a  guarantor,  were
transferred to the Mall Subsidiary, a non-guarantor subsidiary, upon substantial
completion  of  the  Casino  Resort  on  November  12,  1999,  and  subsequently
transferred to the New Mall  Subsidiary on December 20, 1999. As a result,  Mall
Construction had no assets or liabilities as of December 31, 2000.

(2) Land with a historical cost basis of $29,169 was transferred  from Venetian,
a  co-obligor  of the  Notes,  to  the  Phase  II  Subsidiary,  a  non-guarantor
subsidiary,  in  October  1998  and  land  with a value  of  $11.8  million  was
indirectly contributed by the Sole Stockholder during December 1999.
</FN>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                      CONDENSED BALANCE SHEETS, (Continued)
                                December 31, 2000

<TABLE>
<CAPTION>
                                                     Consolidating/
                                                     Eliminating
                                                     Entries        Total
                                                     -----------    -----------
<S>                                                  <C>            <C>
Cash and cash equivalents .......................    $      --      $    42,606
Restricted cash and investments .................           --            2,549
Intercompany receivable .........................        (42,917)          --
Accounts receivable, net ........................           --           64,328
Inventories .....................................           --            3,868
Prepaid expenses ................................           --            3,672
                                                     -----------    -----------
  Total current assets ..........................        (42,917)       117,023
                                                     -----------    -----------

Property and equipment, net .....................           --        1,062,093
Investment in Subsidiaries ......................       (193,142)          --
Deferred offering costs, net ....................           --           22,314
Other assets, net ...............................           --           30,955
                                                     -----------    -----------
                                                     $  (236,059)   $ 1,232,385
                                                     ===========    ===========
Accounts payable ................................    $      --      $    23,835
Construction payable ............................           --            6,212
Construction payable-contested ..................           --            7,232
Intercompany payables ...........................        (42,917)          --
Accrued interest payable ........................           --           13,277
Other accrued liabilities .......................           --           76,735
Current maturities of long term debt ............           --           50,119
                                                     -----------    -----------
  Total current liabilities .....................        (42,917)       177,410

Other long-term liabilities .....................           --           10,494
Long-term debt ..................................           --          863,293
                                                     -----------    -----------
                                                         (42,917)     1,051,197
Redeemable Preferred Interest in Venetian .......           --          168,012
                                                     -----------    -----------
Stockholder's equity ............................       (193,142)        13,176
                                                     -----------    -----------
                                                     $  (236,059)   $ 1,232,385
                                                     ===========    ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                            CONDENSED BALANCE SHEETS
                                December 31, 1999


<TABLE>
<CAPTION>
                                                                    Venetian
                                                     Las Vegas      Casino
                                                     Sands, Inc.    Resort LLC
                                                     -----------    -----------
<S>                                                  <C>            <C>
Cash and cash equivalents .......................    $    23,961    $     2,237
Restricted cash and investments .................           --            8,789
Intercompany receivable .........................           --           24,736
Accounts receivable, net ........................         22,279         17,519
Inventories .....................................           --            4,516
Prepaid expenses ................................            629          3,229
                                                     -----------    -----------
  Total current assets ..........................         46,869         61,026
                                                     -----------    -----------

Property and equipment, net .....................           --          853,282
Investment in Subsidiaries ......................        126,016         67,091
Deferred offering costs, net.....................           --           24,441
Other assets, net................................          3,804          4,651
                                                     -----------    -----------
                                                     $   176,689    $ 1,010,491
                                                     ===========    ===========

Accounts payable ................................    $       834    $    15,843
Construction payable ............................           --            6,262
Construction payable-contested ..................           --            7,232
Intercompany payables ...........................          2,051           --
Accrued interest payable ........................           --           12,327
Other accrued liabilities .......................         19,848         22,580
Current maturities of long term debt ............           --           42,859
                                                     -----------    -----------
  Total current liabilities .....................         22,733        107,103

Other long-term liabilities .....................           --            2,333
Long-term debt ..................................           --          767,754
                                                     -----------    -----------
                                                          22,733        877,190
Redeemable Preferred Interest in Venetian .......           --          149,530
                                                     -----------    -----------
Stockholder's equity ............................        153,956        (16,229)
                                                     -----------    -----------
                                                     $   176,689    $ 1,010,491
                                                     ===========    ===========
</TABLE>
================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                      CONDENSED BALANCE SHEETS, (Continued)
                                December 31, 1999

<TABLE>
<CAPTION>
                                                       GUARANTOR SUBSIDIARIES
                                                      -------------------------
                                                      Lido          Mall
                                                      Intermediate  Intermediate
                                                      Holding       Holding
                                                      Company LLC   Company LLC
                                                      -----------   -----------
<S>                                                   <C>           <C>
Cash and cash equivalents .........................   $         4   $         5
Restricted cash and investments ...................          --            --
Intercompany receivable ...........................          --            --
Accounts receivable, net ..........................          --            --
Inventories .......................................          --            --
Prepaid expenses ..................................          --            --
                                                      -----------   -----------
  Total current assets ............................             4             5
                                                      -----------   -----------

Property and equipment, net .......................          --            --
Investment in Subsidiaries ........................          --            --
Deferred offering costs, net ......................          --            --
Other assets, net .................................          --            --
                                                      -----------   -----------
                                                      $         4   $         5
                                                      ===========   ===========

Accounts payable ..................................   $      --     $      --
Construction payable ..............................          --            --
Construction payable-contested ....................          --            --
Intercompany payables .............................          --            --
Accrued interest payable ..........................          --            --
Other accrued liabilities .........................          --            --
Current maturities of long term debt ..............          --            --
                                                      -----------   -----------
  Total current liabilities .......................          --            --

Other long-term liabilities .......................          --            --
Long-term debt ....................................          --            --
                                                      -----------   -----------

Redeemable Preferred Interest in Venetian .........          --            --
                                                      -----------   -----------
Stockholder's equity ..............................             4             5
                                                      -----------   -----------
                                                      $         4   $         5
                                                      ===========   ===========
</TABLE>
================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                      CONDENSED BALANCE SHEETS, (Continued)
                                December 31, 1999

<TABLE>
<CAPTION>
                                                 NON-GUARANTOR SUBSIDIARIES
                                                 --------------------------
                                                 Grand Canal    Other
                                                 Shops Mall     Non-
                                                 Subsidiary     Guarantor
                                                 LLC (1)        Subsidiaries(2)
                                                 -----------    -----------
<S>                                              <C>            <C>
Cash and cash equivalents ....................   $      --      $        45
Restricted cash and investments ..............         2,191           --
Intercompany receivable ......................          --             --
Accounts receivable, net .....................         3,405           --
Inventories ..................................          --             --
Prepaid expenses .............................           214           --
                                                 -----------    -----------
  Total current assets .......................         5,810             45
                                                 -----------    -----------

Property and equipment, net ..................       143,965         81,945
Investment in Subsidiaries ...................          --             --
Deferred offering costs, net .................         5,424           --
Other assets, net ............................         3,067           --
                                                 -----------    -----------
                                                 $   158,266    $    81,990
                                                 ===========    ===========

Accounts payable .............................   $     1,451    $      --
Construction payable .........................          --            3,916
Construction payable-contested ...............          --             --
Intercompany payables ........................        22,685           --
Accrued interest payable .....................           163           --
Other accrued liabilities ....................           964           --
Current maturities of long term debt .........          --             --
                                                 -----------    -----------
  Total current liabilities ..................        25,263          3,916

Other long-term liabilities ..................          --             --
Long-term debt ...............................       140,000           --
                                                 -----------    -----------
                                                     165,263          3,916
Redeemable Preferred Interest in Venetian ....          --             --
                                                 -----------    -----------
Stockholder's equity .........................        (6,997)        78,074
                                                 -----------    -----------
                                                 $   158,266    $    81,990
                                                 ===========    ===========
</TABLE>

[FN]
----------
(1)  The  assets  and  liabilities  of  Mall  Construction,  a  guarantor,  were
transferred to the Mall Subsidiary, a non-guarantor subsidiary, upon substantial
completion  of  the  Casino  Resort  on  November  12,  1999,  and  subsequently
transferred to the New Mall  Subsidiary on December 20, 1999. As a result,  Mall
Construction had no assets or liabilities as of December 31, 1999.

(2) Land with a historical cost basis of $29,169 was transferred  from Venetian,
a  co-obligor  of the  Notes,  to  the  Phase  II  Subsidiary,  a  non-guarantor
subsidiary,  in  October  1998  and  land  with a value  of  $11.8  million  was
indirectly contributed by the Sole Stockholder during December 1999.
</FN>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                      CONDENSED BALANCE SHEETS, (Continued)
                                December 31, 1999

<TABLE>
<CAPTION>

                                                     Consolidating/
                                                     Eliminating
                                                     Entries        Total
                                                     -----------    -----------
<S>                                                  <C>            <C>
Cash and cash equivalents .......................    $      --      $    26,252
Restricted cash and investments .................           --           10,980
Intercompany receivable .........................        (24,736)          --
Accounts receivable, net ........................           --           43,203
Inventories .....................................           --            4,516
Prepaid expenses ................................           --            4,072
                                                     -----------    -----------
  Total current assets ..........................        (24,736)        89,023
                                                     -----------    -----------

Property and equipment, net .....................           --        1,079,192
Investment in Subsidiaries ......................       (193,107)          --
Deferred offering costs, net ....................           --           29,865
Other assets, net ...............................           --           11,522
                                                     -----------    -----------
                                                     $  (217,843)   $ 1,209,602
                                                     ===========    ===========

Accounts payable ................................    $      --      $    18,128
Construction payable ............................           --           10,178
Construction payable-contested ..................           --            7,232
Intercompany payables ...........................        (24,736)          --
Accrued interest payable ........................           --           12,490
Other accrued liabilities .......................           --           43,392
Current maturities of long term debt ............           --           42,859
                                                     -----------    -----------
  Total current liabilities .....................        (24,736)       134,279

Other long-term liabilities .....................           --            2,333
Long-term debt ..................................           --          907,754
                                                     -----------    -----------
                                                         (24,736)     1,044,366
Redeemable Preferred Interest in Venetian .......           --          149,530
                                                     -----------    -----------
Stockholder's equity ............................       (193,107)        15,706
                                                     -----------    -----------
                                                     $  (217,843)   $ 1,209,602
                                                     ===========    ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                       CONDENSED STATEMENTS OF OPERATIONS
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>
                                                                    Venetian
                                                     Las Vegas      Casino
                                                     Sands, Inc.    Resort LLC
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues:
Casino ...........................................   $   307,504    $      --
Room .............................................          --          192,327
Food and beverage ................................          --           67,052
Retail and other .................................         1,646         82,455
                                                     -----------    -----------
Total revenue ....................................       309,150        341,834
Less promotional allowance .......................          --          (46,296)
                                                     -----------    -----------
Net revenues .....................................       309,150        295,538
                                                     -----------    -----------
Operating expenses:
Casino ...........................................       214,390           --
Room .............................................          --           49,618
Food and beverage ................................          --           32,627
Retail and other .................................          --           19,125
Provision for doubtful accounts ..................        17,743          1,300
General and administrative .......................         3,819         88,344
Corporate expense ................................         2,293          3,982
Rental expense ...................................         3,067          5,856
Depreciation and amortization ....................          --           37,180
                                                     -----------    -----------
                                                         241,312        238,032
                                                     -----------    -----------
Operating income (loss) ..........................        67,838         57,506
                                                     -----------    -----------
Other income (expense):
    Interest income ..............................           739            960
    Interest expense, net of amounts capitalized .          --         (102,005)
                                                     -----------    -----------
Income (loss) before extraordinary item ..........        68,577        (43,539)
    Loss on early retirement of debt .............          --           (2,785)
                                                     -----------    -----------
Net income (loss) ................................   $    68,577    $   (46,324)
                                                     ===========    ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF OPERATIONS, (Continued)
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>
                                                       GUARANTOR SUBSIDIARIES
                                                     --------------------------
                                                     Lido           Mall
                                                     Intermediate   Intermediate
                                                     Holding        Holding
                                                     Company LLC    Company LLC
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues:
Casino ...........................................   $      --      $      --
Room .............................................          --             --
Food and beverage ................................          --             --
Retail and other .................................          --             --
                                                     -----------    -----------
Total revenue ....................................          --             --
Less promotional allowance .......................          --             --
                                                     -----------    -----------
Net revenues .....................................          --             --
                                                     -----------    -----------
Operating expenses:
Casino ...........................................          --             --
Room .............................................          --             --
Food and beverage ................................          --             --
Retail and other .................................          --             --
Provision for doubtful accounts ..................          --             --
General and administrative .......................          --               10
Corporate expense ................................          --             --
Rental expense ...................................          --             --
Depreciation and amortization ....................          --             --
                                                     -----------    -----------
                                                            --               10
                                                     -----------    -----------
Operating income (loss) ..........................          --              (10)
                                                     -----------    -----------
Other income (expense):
    Interest income ..............................          --             --
    Interest expense,net of amounts capitalized ..          --             --
                                                     -----------    -----------
Income (loss) before extraordinary item ..........          --              (10)
    Loss on early retirement of debt .............          --             --
                                                     -----------    -----------
Net income (loss) ................................   $      --      $       (10)
                                                     ===========    ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF OPERATIONS, (Continued)
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>

                                                     NON-GUARANTOR SUBSIDIARIES
                                                     --------------------------
                                                     Grand Canal    Other
                                                     Shops Mall     Non-
                                                     Subsidiary     Guarantor
                                                     LLC (1)        Subsidiaries
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues:
Casino ...........................................   $      --      $      --
Room .............................................          --             --
Food and beverage ................................          --             --
Retail and other .................................        30,781           --
                                                     -----------    -----------
Total revenue ....................................        30,781           --
Less promotional allowance .......................          --             --
                                                     -----------    -----------
Net revenues .....................................        30,781           --
                                                     -----------    -----------
Operating expenses:
Casino ...........................................          --             --
Room .............................................          --             --
Food and beverage ................................          --             --
Retail and other .................................        11,194           --
Provision for doubtful accounts ..................           209           --
General and administrative .......................         1,219             21
Corporate expense ................................          --             --
Rental expense ...................................         2,157           --
Depreciation and amortization ....................         4,542           --
                                                     -----------    -----------
                                                          19,321             21
                                                     -----------    -----------
Operating income (loss) ..........................        11,460            (21)
                                                     -----------    -----------
Other income (expense):
    Interest income ..............................            72           --
    Interest expense, net of amounts capitalized .       (17,802)          --
                                                     -----------    -----------
Income (loss) before extraordinary item ..........        (6,270)           (21)
    Loss on early retirement of debt .............          --             --
                                                     -----------    -----------
Net income (loss) ................................   $    (6,270)   $       (21)
                                                     ===========    ===========
</TABLE>

[FN]
----------
(1)  The  assets  and  liabilities  of  Mall  Construction,  a  guarantor,  were
transferred to the Mall Subsidiary, a non-guarantor subsidiary, upon substantial
completion  of  the  Casino  Resort  on  November  12,  1999,  and  subsequently
transferred to the New Mall  Subsidiary on December 20, 1999. As a result,  Mall
Construction had no revenues or expenses as of December 31, 2000.
</FN>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF OPERATIONS, (Continued)
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>

                                                     Consolidating/
                                                     Eliminating
                                                     Entries        Total
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues:
Casino ...........................................   $      --      $   307,504
Room .............................................          --          192,327
Food and beverage ................................          --           67,052
Retail and other .................................       (45,791)        69,091
                                                     -----------    -----------
Total revenue ....................................       (45,791)       635,974
Less promotional allowance .......................          --          (46,296)
                                                     -----------    -----------
Net revenues .....................................       (45,791)       589,678
                                                     -----------    -----------
Operating expenses:
Casino ...........................................       (45,164)       169,226
Room .............................................          --           49,618
Food and beverage ................................          --           32,627
Retail and other .................................          (627)        29,692
Provision for doubtful accounts ..................          --           19,252
General and administrative .......................          --           93,413
Corporate expense ................................          --            6,275
Rental expense ...................................          --           11,080
Depreciation and amortization ....................          --           41,722
                                                     -----------    -----------
                                                         (45,791)       452,905
                                                     -----------    -----------
Operating income (loss) ..........................          --          136,773
                                                     -----------    -----------
Other income (expense):
    Interest income ..............................          --            1,771
    Interest expense, net of amounts capitalized .          --         (119,807)
                                                     -----------    -----------
Income (loss) before extraordinary item ..........          --           18,737
    Loss on early retirement of debt .............          --           (2,785)
                                                     -----------    -----------
Net income (loss) ................................   $      --      $    15,952
                                                     ===========    ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================


                       CONDENSED STATEMENTS OF OPERATIONS
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>

                                                                     Venetian
                                                      Las Vegas      Casino
                                                      Sands, Inc.    Resort LLC
                                                      -----------    -----------
<S>                                                   <C>              <C>
Revenues:
Casino .......................................        $128,269         $   --
Room .........................................            --             89,585
Food and beverage ............................            --             30,786
Retail and other .............................           1,592           47,197
                                                      --------         --------
Total revenue ................................         129,861          167,568
Less promotional allowance ...................            --            (25,045)
                                                      --------         --------
Net revenues .................................         129,861          142,523
                                                      --------         --------
Operating expenses:
Casino .......................................         102,456             --
Room .........................................            --             25,532
Food and beverage ............................            --             19,134
Retail and other .............................            --              7,385
Provision for doubtful accounts ..............          12,225              730
General and administrative ...................           1,369           48,566
Corporate expenses ...........................           1,794              716
Rental expense ...............................           1,237            3,852
Pre-opening expense ..........................             143           21,341
Depreciation and amortization ................              52           22,692
                                                      --------         --------
                                                       119,276          149,948
                                                      --------         --------
Operating income (loss) ......................          10,585           (7,425)
                                                      --------         --------
Other income (expense):
 Interest income .............................             209            2,336
 Interest expense, net of amounts capitalized             --            (63,819)
                                                      --------         --------
Income (loss) before extraordinary item ......        $ 10,794         $(68,908)
 Loss on early retirement of debt ............            --               --
                                                      --------         --------
Net income (loss) ............................        $ 10,794         $(68,908)
                                                      ========         ========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF OPERATIONS (Continued)
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>
                                                       GUARANTOR SUBSIDIARIES
                                                     --------------------------
                                                     Lido           Mall
                                                     Intermediate   Intermediate
                                                     Holding        Holding
                                                     Company LLC    Company LLC
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues:
Casino .......................................       $   --         $    --
Room .........................................           --              --
Food and beverage ............................           --              --
Retail and other .............................           --              --
                                                     -----------     -----------
Total revenue ................................           --              --
Less promotional allowance ...................           --              --
                                                     -----------     -----------
                                                         --              --
Net revenues .................................       -----------     -----------

Operating expenses:
Casino .......................................           --              --
Room .........................................           --              --
Food and beverage ............................           --              --
Retail and other .............................           --              --
Provision for doubtful accounts ..............           --              --
General and administrative ...................                 1         --
Corporate expenses ...........................           --              --
Rental expense ...............................           --              --
Pre-opening expense ..........................           --              --
Depreciation and amortization ................           --              --
                                                     -----------     -----------
                                                               1         --
                                                     -----------     -----------
Operating income (loss) ......................                (1)        --
                                                     -----------     -----------
Other income (expense):
 Interest income .............................           --              --
 Interest expense, net of amounts capitalized            --              --
                                                     -----------     -----------
Income (loss) before extraordinary item ......                (1)        --
 Loss on early retirement of debt ............           --              --
                                                     -----------     -----------
Net income (loss) ............................       $        (1)    $   --
                                                     ===========     ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF OPERATIONS (Continued)
                      For the year ended December 31, 1999


<TABLE>
<CAPTION>
                                                     NON-GUARANTOR SUBSIDIARIES
                                                     --------------------------
                                                     Grand Canal    Other
                                                     Shops Mall     Non-
                                                     Subsidiary     Guarantor
                                                     LLC(1)         Subsidiaries
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues:
Casino .......................................       $   --         $    --
Room .........................................           --              --
Food and beverage ............................           --              --
Retail and other .............................            9,844          --
                                                     -----------     -----------
Total revenue ................................            9,844          --
Less promotional allowance ...................           --              --
                                                     -----------     -----------
                                                          9,844          --
Net revenues .................................       -----------     -----------

Operating expenses:
Casino .......................................           --              --
Room .........................................           --              --
Food and beverage ............................           --              --
Retail and other .............................            4,397          --
Provision for doubtful accounts ..............              700          --
General and administrative ...................              512               2
Corporate expenses ...........................           --              --
Rental Expense ...............................            1,178          --
Pre-opening expense ..........................           --              --
Depreciation and amortization ................            2,401          --
                                                     -----------     -----------
                                                          9,188               2
                                                     -----------     -----------
Operating income (loss) ......................              656              (2)
                                                     -----------     -----------
Other income (expense):
 Interest income .............................                6          --
 Interest expense, net of amounts capitalized            (7,579)         --
                                                     -----------     -----------
Income (loss) before extraordinary item ......           (6,917)             (2)
 Loss on early retirement of debt ............             (589)              --
                                                     -----------     -----------
Net income (loss) ............................       $   (7,506)     $       (2)
                                                     ===========     ===========
</TABLE>

[FN]
----------
(1)  The  assets  and  liabilities  of  Mall  Construction,  a  guarantor,  were
transferred to the Mall Subsidiary, a non-guarantor subsidiary, upon substantial
completion  of  the  Casino  Resort  on  November  12,  1999,  and  subsequently
transferred to the New Mall  Subsidiary on December 20, 1999. As a result,  Mall
Construction had no revenues or expenses as of December 31, 1999.
</FN>

================================================================================
<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF OPERATIONS (Continued)
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>
                                                      Consolidating/
                                                      Eliminating
                                                      Entries        Total
                                                      -----------    -----------
<S>                                                   <C>              <C>
Revenues:
Casino .......................................        $   --           $128,269
Room .........................................            --             89,585
Food and beverage ............................            --             30,786
Retail and other .............................         (29,466)          29,167
                                                      --------         --------
Total revenue ................................         (29,466)         277,807
Less promotional allowance ...................            --            (25,045)
                                                      --------         --------
Net revenues .................................         (29,466)         252,762
                                                      --------         --------
Operating expenses:
Casino .......................................         (29,466)          72,990
Room .........................................            --             25,532
Food and beverage ............................            --             19,134
Retail and other .............................            --             11,782
Provision for doubtful accounts ..............            --             13,655
General and administrative ...................            --             50,450
Corporate expenses ...........................            --              2,510
Rental expense ...............................            --              6,267
Pre-opening expense ..........................            --             21,484
Depreciation and amortization ................            --             25,145
                                                      --------         --------
                                                       (29,466)         248,949
                                                      --------         --------
Operating income (loss) ......................            --              3,813
                                                      --------         --------
Other income (expense):
 Interest income .............................                            2,551
 Interest expense, net of amounts capitalized             --            (71,398)
                                                      --------         --------
Income (loss) before extraordinary item ......        $   --           $(65,034)
 Loss on early retirement of debt ............            --               (589)
                                                      --------         --------
Net income (loss) ............................        $   --           $(65,623)
                                                      ========         ========
</TABLE>
================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                        CONDENSED STATEMENT OF OPERATIONS
                      For the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                   Venetian
                                                    Las Vegas      Casino
                                                    Sands, Inc.    Resort LLC
                                                    -----------    ----------
<S>                                                 <C>            <C>
Revenues: ..................................        $    814       $    123
Operating expenses .........................             100          8,341
                                                    --------       --------
Operating income (loss) ....................             714         (8,218)
Other income (expense):
  Interest income ..........................              60         17,077
  Interest expense, net of amounts
   capitalized .............................             --         (39,015)
                                                    --------       --------
Net income (loss) ..........................        $    774       $(30,156)
                                                    ========       ========

<CAPTION>
                                          GUARANTOR SUBSIDIARIES
                                -------------------------------------------
                                LIDO            Mall            Grand
                                Intermediate    Intermediate    Canal
                                Holding         Holding         Shops Mall
                                Company         Company         Construction
                                LLC             LLC             LLC
                                -----------     -----------     -----------
<S>                             <C>             <C>             <C>
Revenues:                       $      --       $       --      $       --
Operating expenses .........             45              65              45
                                -----------     -----------     -----------
Operating income (loss) ....            (45)            (65)            (45)
Other income (expense):
  Interest income ..........           --               --              --
  Interest expense, net
   of amounts capitalized ..           --               --              --
                                -----------     -----------     -----------
Net income (loss) ..........    $       (45)    $       (65)    $       (45)
                                ===========     ===========     ===========

<CAPTION>


                                Other Non-      Consolidating/
                                Guarantor       Eliminating
                                Subsidiaries    Entries         Total
                                -----------     -----------     -----------
<S>                             <C>             <C>             <C>
Revenues:                       $      --       $     --       $       937
Operating expenses .........            226           --             8,822
                                -----------     -----------     -----------
Operating income (loss) ....           (226)          --            (7,885)
Other income (expense):
  Interest income ..........           --             --            17,137
  Interest expense, net
   of amounts capitalized ..           --             --           (39,015)
                                -----------     -----------     -----------
Net income (loss) ..........    $      (226)    $               $  (29,763)
                                ===========     ===========     ===========


</TABLE>
================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                       CONDENSED STATEMENTS OF CASH FLOWS
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>

                                                                    Venetian
                                                    Las Vegas       Casino
                                                    Sands, Inc.     Resort LLC
                                                    -----------     -----------
<S>                                                 <C>             <C>
Net cash provided by (used in) operating
  activities ...................................    $    56,339     $    21,377
                                                    -----------     -----------
Cash flows from investing activities:
  Proceeds from purchases of investments .......           --             7,319
  Capital expenditures .........................           --           (15,647)
  Construction of Casino Resort ................           --           (12,178)
                                                    -----------     -----------
Net cash used in investing activities ..........           --           (20,506)
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from capital contributions ..........           --               (35)
  Repayments on bank credit facility-tranche
    -A term loan ...............................           --           (35,625)
  Repayments on bank credit facility-tranche
    -B term loan ...............................           --              (250)
  Proceeds from bank credit facility-tranche
    -B term loan ...............................           --            50,000
  Repayments on bank credit facility-revolver ..           --           (50,160)
  Proceeds from bank credit facility-revolver...           --            11,000
  Repayments on FF&E credit facility ...........           --           (16,609)
  Payments of deferred offering costs ..........           --            (2,296)
  Net increase (decrease) in intercompany
   accounts ....................................        (44,968)         45,127
                                                    -----------     -----------
Net cash provided by (used in) financing
  activities ...................................        (44,968)          1,152
                                                    -----------     -----------
Increase (decrease) in cash and cash
 equivalents ...................................         11,371           2,023
Cash and cash equivalents at beginning of
 year ..........................................         23,961           2,237
                                                    -----------     -----------
Cash and cash equivalents at end of year .......    $    35,332     $     4,260
                                                    ===========     ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF CASH FLOWS, (Continued)
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>
                                                     GUARANTOR SUBSIDIARIES
                                                    -------------------------
                                                    Lido            Mall
                                                    Intermediate    Intermediate
                                                    Holding         Holding
                                                    Company LLC     Company LLC
                                                    -----------     -----------
<S>                                                 <C>             <C>
Net cash provided by (used in) operating
  activities ...................................    $      --       $      (10)
                                                    -----------     -----------
Cash flows from investing activities:
  Proceeds from purchases of investments .......          --            --
  Capital expenditures .........................          --            --
  Construction of Casino Resort ................          --            --
                                                    -----------     -----------
Net cash used in investing activities ..........          --            --
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from capital contributions ..........          --                 9
  Repayments on bank credit facility-tranche
    -A term loan ...............................          --            --
  Repayments on bank credit facility-tranche
    -B term loan ...............................          --            --
  Proceeds from bank credit facility-tranche
    -B term loan ...............................          --            --
  Repayments on bank credit facility-revolver ..          --            --
  Proceeds from bank credit facility-revolver ..          --            --
  Repayments on FF&E credit facility ...........          --            --
  Payments of deferred offering costs ..........          --            --
  Net increase (decrease) in intercompany
   accounts ....................................          --            --
                                                    -----------     -----------
Net cash provided by (used in) financing
   activities ..................................          --                 9
                                                    -----------     -----------
Increase (decrease) in cash and cash
 equivalents ...................................          --                (1)
Cash and cash equivalents at beginning of
 year ..........................................             4               5
                                                    -----------     -----------
Cash and cash equivalents at end of year .......    $        4      $        4
                                                    ===========     ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF CASH FLOWS, (Continued)
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>
                                                    NON-GUARANTOR SUBSIDIARIES
                                                    ---------------------------
                                                    Grand Canal     Other
                                                    Shops Mall      Non-
                                                    Subsidiary      Guarantor
                                                    LLC (1)         Subsidiaries
                                                    -----------     -----------
<S>                                                 <C>             <C>
Net cash provided by (used in) operating
  activities ...................................    $     3,341     $       (30)
                                                    -----------     -----------
Cash flows from investing activities:
  Proceeds from purchases of investments .......          1,112            --
  Capital expenditures .........................           (762)           --
  Construction of Casino Resort ................           --                (2)
                                                    -----------     -----------
Net cash used in investing activities ..........            350              (2)
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from capital contributions ..........              5              21
  Repayments on bank credit facility-tranche
    -A term loan ...............................           --              --
  Repayments on bank credit facility-tranche
    -B term loan ...............................           --              --
  Proceeds from bank credit facility-tranche
    -B term loan ...............................           --              --
  Repayments on bank credit facility-revolver ..           --              --
  Proceeds from bank credit facility-revolver ..           --              --
  Repayments on FF&E credit facility ...........           --              --
  Payments of deferred offering costs ..........           (565)           --
  Net increase (decrease) in intercompany
   accounts ....................................           (159)           --
                                                    -----------     -----------
Net cash provided by (used in) financing
   activities ..................................           (719)             21
                                                    -----------     -----------
Increase (decrease) in cash and cash
 equivalents ...................................          2,972             (11)
Cash and cash equivalents at beginning of
 year ..........................................           --                45
                                                    -----------     -----------
Cash and cash equivalents at end of year .......    $     2,972     $        34
                                                    ===========     ===========
</TABLE>

[FN]
----------
(1)  The  assets  and  liabilities  of  Mall  Construction,  a  guarantor,  were
transferred to the Mall Subsidiary, a non-guarantor subsidiary, upon substantial
completion  of  the  Casino  Resort  on  November  12,  1999,  and  subsequently
transferred to the New Mall  Subsidiary on December 20, 1999. As a result,  Mall
Construction had no cash flows as of December 31, 2000.
</FN>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF CASH FLOWS, (Continued)
                      For the year ended December 31, 2000

<TABLE>
<CAPTION>

                                                     Consolidating/
                                                     Eliminating
                                                     Entries       Total
                                                     -----------   -----------
<S>                                                  <C>           <C>
Net cash provided by (used in) operating
  activities ...................................    $      --       $   81,017
                                                    -----------     -----------
Cash flows from investing activities:
  Proceeds from purchases of investments .......          --             8,431
  Capital expenditures .........................          --           (16,409)
  Construction of Casino Resort ................          --           (12,180)
                                                    -----------     -----------
Net cash used in investing activities ..........          --           (20,158)
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from capital contributions ..........          --            --
  Repayments on bank credit facility-tranche
    -A term loan ...............................          --           (35,625)
  Repayments on bank credit facility-tranche
    -B term loan ...............................          --              (250)
  Proceeds from bank credit facility-tranche
    -B term loan ...............................          --            50,000
  Repayments on bank credit facility-revolver ..          --           (50,160)
  Proceeds from bank credit facility-revolver ..          --            11,000
  Repayments on FF&E credit facility ...........          --           (16,609)
  Payments of deferred offering costs ..........          --            (2,861)
  Net increase (decrease) in intercompany
   accounts ....................................          --            --
                                                    -----------     -----------
Net cash provided by (used in) financing
 activities ....................................          --           (44,505)
                                                    -----------     -----------
Increase (decrease) in cash and cash
 equivalents ...................................          --            16,354
Cash and cash equivalents at beginning of
 year ..........................................          --            26,252
                                                    -----------     -----------
Cash and cash equivalents at end of year .......    $      --       $   42,606
                                                    ===========     ===========
</TABLE>

================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                        CONDENSED STATEMENTS OF CASH FLOW
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>
                                                                      Venetian
                                                      Las Vegas       Casino
                                                      Sands, Inc.     Resort LLC
                                                      -----------     ----------
<S>                                                   <C>             <C>
Net cash provided by (used in) operating
 activities ....................................      $  (7,608)      $ (64,828)
                                                      ---------       ---------
Cash flows from investing activities:

  Proceeds from purchases of investments .......           --           125,147
  Construction of Casino Resort ................            (52)       (228,393)
                                                      ---------       ---------
Net cash used in investing activities ..........            (52)       (103,246)

Cash flows from financing activities:

  Proceeds from capital contributions ..........         27,791            --
  Proceeds from preferred interest in Venetian .           --            44,431
  Repayments on mall construction loan facility            --              --
  Proceeds from mall construction loan facility            --              --
  Proceeds from tranche A loan .................           --              --
  Proceeds from tranche B loan .................           --              --
  Proceeds from completion guaranty-loan .......           --            23,503
  Repayment on bank credit facility-term loan ..           --           (11,250)
  Proceeds from bank credit facility-term loan .           --            34,000
  Repayments on bank credit facility-revolver ..           --           (10,231)
  Proceeds from bank credit facility-revolver ..           --            40,506
  Repayment on FF&E credit facility ............           --            (5,862)
  Proceeds from FF&E credit facility ...........           --            83,842
  Payment of deferred costs ....................           --            (1,299)
  Net increase and (decrease) intercompany
   accounts ....................................          2,614         (28,354)
                                                      ---------       ---------
Net cash provided by (used in) financing
   activities ..................................         30,405         169,286
                                                      ---------       ---------
Increase (decrease) in cash and cash equivalents         22,745           1,212
Cash and cash equivalents at beginning of year .          1,216           1,025
                                                      ---------       ---------
Cash and cash equivalent at end of year ........      $  23,961       $   2,237
                                                      =========       =========
</TABLE>
================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                  CONDENSED STATEMENTS OF CASH FLOW (Continued)
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>

                                                        GUARANTOR SUBSIDIARIES
                                                      --------------------------
                                                      LIDO          Mall
                                                      Intermediate  Intermediate
                                                      Holding       Holding
                                                      Company       Company
                                                      LLC           LLC
                                                      -----------   -----------
<S>                                                   <C>          <C>
Net cash provided by (used in) operating
 activities ........................................  $      (1)    $   --
                                                      ---------     ---------
Cash flows from investing activities:

  Proceeds from purchases of investments ...........
  Construction of Casino Resort ....................      --            --
                                                      ---------     ---------
Net cash used in investing activities ..............      --            --

Cash flows from financing activities:

  Proceeds from capital contributions ..............      --            --
  Proceeds from preferred interest in Venetian .....      --            --
  Repayments on mall construction loan facility ....      --            --
  Proceeds from mall construction loan facility ....      --            --
  Proceeds from tranche A loan .....................      --            --
  Proceeds from tranche B loan .....................      --            --
  Proceeds from completion guaranty-loan ...........      --            --
  Repayment on bank credit facility-term loan ......      --            --
  Proceeds from bank credit facility-term loan .....      --            --
  Repayments on bank credit facility-revolver ......      --            --
  Proceeds from bank credit facility-revolver ......      --            --
  Repayment on FF&E credit facility ................      --            --
  Proceeds from FF&E credit facility ...............      --            --
  Payment of deferred costs ........................      --            --
  Net increase and (decrease) intercompany
   accounts ........................................      --            --
                                                      ---------     ---------
Net cash provided by (used in) financing activities       --            --
                                                      ---------     ---------
Increase (decrease) in cash and cash equivalents ...         (1)        --
Cash and cash equivalents at beginning of year .....          5             5
                                                      ---------     ---------
Cash and cash equivalent at end of year ............  $       4     $       5
                                                      =========     =========
</TABLE>
================================================================================

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF CASH FLOW, (Continued)
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>
                                                     NON-GUARANTOR SUBSIDIARIES
                                                    ----------------------------
                                                    Grand Canal     Other
                                                    Shops Mall      Non-
                                                    Subsidiary      Guarantor
                                                    LLC (1)         Subsidiaries
                                                    -----------     ------------
<S>                                                 <C>             <C>
Net cash provided by (used in) operating
 activities ....................................... $  (7,174)      $      (3)
                                                    ---------       ---------
Cash flows from investing activities:

  Proceeds from purchases of investments ..........    (2,191)           --
  Construction of Casino Resort ...................   (53,593)        (37,068)
                                                    ---------       ---------
Net cash used in investing activities .............   (55,784)        (37,068)

Cash flows from financing activities:

  Proceeds from capital contributions .............       498          37,262
  Proceeds from preferred interest in Venetian ....      --              --
  Repayments on mall construction loan facility ...  (140,000)           --
  Proceeds from mall construction loan facility ...    37,287            --
  Proceeds from tranche A loan ....................   105,000            --
  Proceeds from tranche B loan ....................    35,000            --
  Proceeds from completion guaranty-loan ..........      --              --
  Repayment on bank credit facility-term loan .....      --              --
  Proceeds from bank credit facility-term loan ....      --              --
  Repayments on bank credit facility-revolver .....      --              --
  Proceeds from bank credit facility-revolver .....      --              --
  Repayment on FF&E credit facility ...............      --              --
  Proceeds from FF&E credit facility ..............      --              --
  Payments of deferred offering cost ..............      (747)           --
  Net increase and (decrease) intercompany accounts    25,910            (170)
                                                    ---------       ---------
Net cash provided by (used in) financing activities    62,948          37,092
                                                    ---------       ---------
Increase (decrease) in cash and cash equivalents ..       (10)             21
Cash and cash equivalents at beginning of year ....        10              24
                                                    ---------       ---------
Cash and cash equivalent at end of year ........... $    --         $      45
                                                    =========       =========
</TABLE>

[FN]
----------
(1)  The  assets  and  liabilities  of  Mall  Construction,  a  guarantor,  were
transferred to the Mall Subsidiary, a non-guarantor subsidiary, upon substantial
completion  of  the  Casino  Resort  on  November  12,  1999,  and  subsequently
transferred to the New Mall  Subsidiary on December 20, 1999. As a result,  Mall
Construction had no cash flows as of December 31, 1999.
</FN>

================================================================================
<PAGE>
================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF CASH FLOW, (Continued)
                      For the year ended December 31, 1999

<TABLE>
<CAPTION>

                                                    Consolidating/
                                                    Eliminating
                                                    Entries         Total
                                                    -----------     -----------
<S>                                                 <C>             <C>
Net cash provided by (used in) operating
 activities ....................................... $  49,551       $ (30,063)
                                                    ---------       ---------
Cash flows from investing activities:

  Proceeds from purchases of investments ..........      --           122,956
  Construction of Casino Resort ...................      --          (319,106)
                                                    ---------       ---------
Net cash used in investing activities .............      --          (196,150)

Cash flows from financing activities:

  Proceeds from capital contributions .............   (49,551)         16,000
  Proceeds from preferred interest in Venetian ....      --            44,431
  Repayments on mall construction loan facility ...      --          (140,000)
  Proceeds from mall construction loan facility ...      --            37,287
  Proceeds from tranche A loan ....................      --           105,000
  Proceeds from tranche B loan ....................      --            35,000
  Proceeds from completion guaranty-loan ...........     --            23,503
  Repayment on bank credit facility-term loan .....      --           (11,250)
  Proceeds from bank credit facility-term loan ....      --            34,000
  Repayments on bank credit facility-revolver .....      --           (10,231)
  Proceeds from bank credit facility-revolver .....      --            40,506
  Repayment on FF&E credit facility ...............      --            (5,862)
  Proceeds from FF&E credit facility ..............      --            83,842
  Payments of deferred offering cost ..............      --            (2,046)
  Net increase and (decrease) intercompany accounts      --              --
                                                    ---------       ---------
Net cash provided by (used in) financing activities   (49,551)        250,180
                                                    ---------       ---------
Increase (decrease) in cash and cash equivalents ..      --            23,967
Cash and cash equivalents at beginning of year ....      --             2,285
                                                    ---------       ---------
Cash and cash equivalent at end of year ........... $    --         $  26,252
                                                    =========       =========
</TABLE>

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                        CONDENSED STATEMENTS OF CASH FLOW
                      For the year ended December 31, 1998

<TABLE>
<CAPTION>

                                                                     Venetian
                                                      Las Vegas      Casino
                                                      Sands, Inc.    Resort LLC
                                                      -----------    -----------
<S>                                                   <C>            <C>
Net cash provided by (used in)
 operating activities ..........................      $   1,167      $ (27,015)
                                                      ---------      ---------
Cash flows from investing activities:

  Proceeds from purchases of investments .......           --          297,226
  Investment in subsidiaries ...................            (93)          (162)
  Construction of Casino Resort ................           --         (508,399)
                                                      ---------      ---------
Net cash used in investing activities ..........            (93)      (211,335)

Cash flows from financing activities:

  Proceeds from Mall Construction Loan Facility            --          102,713
  Proceeds from Bank Credit Facility-term loan .           --          116,000
  Proceeds from Bank Credit Facility-revolver ..           --            8,885
  Proceeds from FF&E Credit Facility ...........           --           13,858
  Payments of deferred offering cost ...........           --           (2,796)
  Proceeds from capital contributions ..........           --             --
                                                      ---------      ---------
Net cash provided by financing activities ......           --          238,660
                                                      ---------      ---------
Increase in cash and cash equivalents ..........          1,074            310
Cash and cash equivalents at beginning of year .            142            715
                                                      ---------      ---------
Cash and cash equivalents at end of year .......      $   1,216      $   1,025
                                                      =========      =========
</TABLE>

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                  CONDENSED STATEMENTS OF CASH FLOW (Continued)
                      For the year ended December 31, 1998

<TABLE>
<CAPTION>

                                               GUARANTOR SUBSIDIARIES
                                    -----------------------------------------
                                    LIDO             Mall          Grand
                                    Intermediate     Intermediate  Canal
                                    Holding          Holding       Shops Mall
                                    Company          Company       Construction
                                    LLC              LLC           LLC
                                    -----------      -----------   -----------
<S>                                 <C>              <C>           <C>
Net cash provided by
 (used in) operating
 activities ....................    $       (45)     $       (65)  $       (40)
                                    -----------      -----------   -----------
Cash flows from investing
 activities:

  Proceeds from purchases
   of investments ..............         --               --            --

  Investment in subsidiaries
  Construction of Casino Resort          --               --            --
                                    -----------      -----------   -----------
Net cash used in investing
 activities ....................         --               --            --

Cash flows from financing
 activities:

  Proceeds from Mall Construction
   Loan Facility ...............         --               --            --
  Proceeds from Bank Credit
   Facility-term loan ..........         --               --            --
  Proceeds from Bank Credit
   Facility-revolver ...........         --               --            --
  Proceeds from FF&E Credit
   Facility ....................         --               --            --
  Payments of deferred offering
   cost ........................         --               --            --
  Proceeds from capital
   contributions ...............             50               70            50
                                    -----------      -----------   -----------
Net cash provided by
 financing activities ..........             50               70            50
                                    -----------      -----------   -----------
Increase in cash and cash
 equivalents ...................              5                5            10
Cash and cash equivalents at
 beginning of year .............         --               --            --
                                    -----------      -----------   -----------
Cash and cash equivalents at
 end of year ...................    $         5      $         5   $        10
                                    ===========      ===========   ===========
</TABLE>

<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (Continued)

Note 15 Summarized Financial Information (Continued)
================================================================================

                 CONDENSED STATEMENTS OF CASH FLOW, (Continued)
                      For the year ended December 31, 1998

<TABLE>
<CAPTION>

                                     Other
                                     Non-            Consolidating/
                                     Guarantor       Eliminating
                                     Subsidiaries    Entries        Total
                                     -----------     -----------    -----------
<S>                                 <C>              <C>            <C>
Net cash provided by (used in)
 operating activities ..........    $       (61)     $    --        $   (26,059)
                                    -----------      -----------    -----------
Cash flows from investing
 activities:

  Proceeds from purchases of
   investments .................         --               --            297,226
  Investment in subsidiaries ...         --                  255           --
  Construction of Casino Resort          --               --           (508,399)
Net cash used in investing           -----------     -----------    -----------
 activities ....................                             255       (211,173)
Cash flows from financing
 activities:

  Proceeds from Mall Construction
   Loan Facility ...............         --               --            102,713
  Proceeds from Bank Credit
   Facility-term loan ..........         --               --            116,000
  Proceeds from Bank Credit
   Facility-revolver ...........         --               --              8,885
  Proceeds from FF&E credit
   facility ....................         --               --             13,858
  Payment of deferred offering
   cost ........................         --               --             (2,796)
  Proceeds from capital
   contributions ...............              85            (255)          --
                                     -----------     -----------    -----------
Net cash provided by financing
 activities ....................              85            (255)       238,660
                                     -----------     -----------    -----------
Increase (decrease) in cash and
 cash equivalents ..............              24          --              1,428
Cash and cash equivalents at
 beginning of year .............         --               --                857
                                     -----------     -----------    -----------
Cash and cash equivalents at
 end of year ...................     $        24     $    --        $     2,285
                                     ===========     ===========    ===========
</TABLE>

<PAGE>


       Report of Independent Accountants on Financial Statements Schedule
       ------------------------------------------------------------------



To the Board of Directors and Sole Stockholder of Las Vegas Sands, Inc.


Our audits of the consolidated  financial  statements  referred to in our report
dated February 2, 2001 appearing in this Annual Report on Form 10-K of Las Vegas
Sands, Inc. also included an audit of the financial statement schedule listed in
Item 14 (a)(2) of this Form  10-K.  In our  opinion,  this  financial  statement
schedule  presents fairly, in all material  respects,  the information set forth
therein  when  read in  conjunction  with  the  related  consolidated  financial
statements.


PricewaterhouseCoopers LLP


Las Vegas, Nevada
February 2, 2001



<PAGE>

================================================================================
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)


Note 15 Summarized Financial Information (continued)
================================================================================

                 SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS

                                 (In thousands)
<TABLE>
<CAPTION>
================================================================================

                                               Additions  Deductions
                                               ---------  ----------
                                    Balance
                                    at         Charge     Accounts     Balance
                                    beginning  to         charged      at
                                    of         cost and   off          end of
Description                         period     expenses   (recovered)  period
================================================================================

      Allowance for doubtful accounts and discounts:

      Year ended December 31:

               <S>                  <C>        <C>        <C>         <C>
               1998                 $                                 $
                                    =========  =========  =========   =========
               1999                 $             13,655     (6,758)  $   6,897
                                    =========  =========  =========   =========
               2000                 $   6,897     19,252     (3,236)  $  22,913
                                    =========  =========  =========   =========

</TABLE>


<PAGE>


ITEM 9.--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
------------------------------------------------------------------------

None.



<PAGE>

                                    PART III

ITEM 10. --DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------------------------------------------------------------

      LVSI has a Board of Directors  comprised  of two persons.  One director is
the Sole  Stockholder,  who has two votes for all  matters  before  the Board of
Directors.  In the event that LVSI increases the number of directors  comprising
the Board of Directors,  the number of votes which the Sole Stockholder has will
be  increased  so that the Sole  Stockholder  will  have one more  vote than the
number of votes of all of the other  directors  aggregated.  The second director
(the "Special  Director") is unaffiliated with the Sole Stockholder or any other
affiliate of the Sole  Stockholder,  has no other position with LVSI or Venetian
and has one vote for all matters  before the Board of  Directors.  To the extent
the Special  Director  receives  compensation,  it is paid by LVSI from  sources
unrelated to and independent from the Sole Stockholder and its affiliates (other
than LVSI and Venetian). The Special Director is required to file an application
for a gaming license with the Nevada Gaming Authorities.

      The table below sets forth the executive officers and the directors of the
Company.

 <TABLE>
<CAPTION>

           Name               Age                       Position
---------------------------  ------  ------------------------------------------
<S>                          <C>     <C>
Sheldon G. Adelson            67     Chairman of the Board, Chief Executive
                                     Officer and Director
Robert F. List                64     Special Director
William P. Weidner            55     President and Chief Operating Officer
Bradley H. Stone              46     Executive Vice President
Robert G. Goldstein           45     Senior Vice President
David Friedman                44     Assistant to Chairman of the Board and
                                     Secretary
Harry D. Miltenberger         57     Vice President-Finance


</TABLE>

      Sheldon G. Adelson  has been  the Chairman of the Board,  Chief  Executive
Officer  and a director  of the  Company  since  April 1988 when the Company was
formed to own and operate the former  Sands  Hotel.  Mr.  Adelson has  extensive
experience  in the  convention,  trade  show,  tour and travel  businesses.  Mr.
Adelson  also  has  investments  in  other  business  enterprises.  He has  been
President  and  Chairman  of  Interface  since the  mid-1970s  and  Chairman  of
Interface Group-Massachusetts Inc. since 1990. Mr. Adelson created and developed
the COMDEX  Trade  Shows,  including  the COMDEX  Fall Trade  Show,  the world's
largest  computer show, all of which were sold to Softbank  Corporation in April
1995.

      Robert  F.  List  was  elected as Special  Director of LVSI in April 2000.
Mr. List is the Chief Executive Officer of the Robert List Company,  a Las Vegas
based  consulting  firm,  and  serves  as  counsel  to the law firm of  Beckley,
Singleton,  Jemison,  Cobeaga  and  List.  Mr.  List  served as  Executive  Vice
President,  Corporate  Counsel and Member of the Board of Directors of Boomtown,
Inc. from 1992 to 1999. Mr. List has served in various elected  positions in the
State of Nevada  including  Attorney General from 1970 to 1978 and Governor from
1978 to 1982.

      William P. Weidner has been the President and Chief  Operating  Officer of
the Company since  December  1995.  From 1985 to 1995, Mr. Weidner was President
and Chief Operating Officer and served on the board of Pratt Hotel  Corporation.
From  February  1991 to December  1995,  Mr.  Weidner was also the  President of
Pratt's  Hollywood  Casino-Aurora  subsidiary  and from June 1992 until December
1995,  he  served  on the  board  of the  Hollywood  Casino  Corporation.  Since
September  1993,  Mr.  Weidner has served on the Board of Directors of Shorewood
Packaging Corporation. Mr. Weidner directed the opening of Hollywood Casino, one
of Chicago's  first  riverboat  casino hotels,  New York City's Maxim's de Paris
(now the Peninsula), and hotels in Orlando and Palm Springs.

      Bradley  H. Stone  has  been Executive Vice President of the Company since
December 1995. From June 1984 through December 1995, Mr. Stone was President and
Chief  Operating  Officer of the Sands Hotel in Atlantic  City.  Mr.  Stone also
served as an Executive Vice President of the parent Pratt Hotel Corporation from
June 1986 through December 1995.

      Robert G.  Goldstein  has been Senior Vice  President of the Company since
December 1995 and President and Chief  Operating  Officer of Venetian  since May
1999.  From 1992 until joining the Company in December 1995,  Mr.  Goldstein was
the Executive  Vice President of Marketing at the Sands in Atlantic City as well
as an Executive Vice President of the parent Pratt Hotel Corporation.

<PAGE>

      David  Friedman  has  been  Assistant  to the Chairman of Interface  since
October 1995.  Subsequently,  Mr. Friedman became both Assistant to the Chairman
of the Board and  Secretary of the Company.  Mr.  Friedman is also an officer of
other companies owned by the Sole Stockholder. Prior to joining the Company, Mr.
Friedman was the Senior Vice  President  of  Development  and Legal  Affairs for
President Casinos, Inc. from May 1993 to October 1995.

      Harry D.  Miltenberger is a certified public  accountant and has been Vice
President--Finance  of the Company since  February  1997.  From March 1995 until
February 1997 he was Senior Vice President and Chief Financial Officer of SUB, a
banking company.

ITEM 11.--EXECUTIVE COMPENSATION
--------------------------------

      The  following  table  sets  forth  certain  information   concerning  the
compensation  for the last three  fiscal  years of those  persons  who were,  at
December  31,  2000,  the Chief  Executive  Officer  and the four  highest  paid
executive officers of LVSI, which is the managing member of Venetian.  Under the
limited  liability  company  agreement  of  Venetian,  LVSI  is  entitled  to be
reimbursed  for all expenses  incurred in connection  with its activities as the
managing member of Venetian, including all employee compensation costs.

<TABLE>
<CAPTION>

                                                        Long Term
                                         Annual         Compensation
                                      Compensation      Awards
                                   -------------------  ---------
                                                        Securities All
                                                        Underlying Other
 Name and Principal       Year      Salary    Bonus     Options    Compensation
      Position                                                     (1)
----------------------  ---------  -------------------  ---------  ------------
<S>                     <C>        <C>         <C>      <C>        <C>
Sheldon G. Adelson        2000     1,500,000      --        --         --
   Chairman of the        1999        --          --        --         --
   Board and Chief        1998        --          --        --         --
   Executive Officer

William P. Weidner        2000       951,284   300,000               2,239
   President and          1999       797,165      --        --       1,917
   Chief Operating        1998       779,917      --        --       2,592
   Officer

Bradley H. Stone          2000       726,214   240,000      --         789
   Executive Vice         1999       511,882      --        --         729
   President              1998       500,806      --        --         918

Robert G. Goldstein       2000       686,269   225,000      --         789
   Senior Vice            1999       457,881      --        --         729
   President              1998       376,970      --        --         918

David Friedman            2000       359,615   170,000      --         540
   Assistant to           1999       300,000      --        --         745
   Chairman of the        1998       306,347   105,000      --         914
   Board and
   Secretary

</TABLE>
[FN]

----------
(1) Represents Group Life Insurance.
</FN>

Employment Agreements
---------------------

      William P. Weidner,  Bradley H. Stone and Robert G.  Goldstein each had an
employment  agreement with the Company continuing through December 31, 2000 (the
"Initial  Term").  The agreements  originally had a termination date of December
31,  1998,  but were  extended by the Company  through  December  31,  2000,  in
accordance with two-year extension rights of the Company. The Company has agreed
to further  extend these  agreements  through  December  31, 2003,  with certain
amendments and modifications,  and to enter into similar  employment  agreements
with David  Friedman (all such  agreements are  collectively  referred to as the
"Employment Agreements.") All substantive terms and conditions of the Employment
Agreements,  with the exception of the terms  relating to bonus  payments,  have
been agreed to.

<PAGE>

      Pursuant to the  Employment  Agreements,  the  officers  have such powers,
duties and  responsibilities as are generally  associated with their offices, as
may be modified or assigned by the  Chairman of the Board of  Directors  (or the
President  in the  case of Mr.  Stone  and Mr.  Goldstein)  and  subject  to the
supervision  of the Board of  Directors  (and the  President  in the case of Mr.
Stone,  and Mr.  Goldstein).  The agreements  provide that,  during the terms of
their  employment,  the  officers  will not  engage  in any  other  business  or
professional pursuit unless consented to by the Company in writing.

      The terms of the  Employment  Agreements  currently  provide for an annual
base salary for Mr.  Weidner,  Mr. Stone,  Mr.  Goldstein,  and Mr.  Friedman of
$1,000,000, $800,000, $750,000 and $400,000 respectively. The foregoing salaries
were adjusted  effective  April 1, 2000 with annual  adjustments of 4.0% through
December  31,  2003.  The  employment  agreements  also provide for the grant of
options to acquire shares of common stock of the Company  representing 2%, 1.5%,
1.0%,  and 0.5%,  respectively,  of the shares issued and  outstanding  upon the
issuance of all shares for which options have been granted under the  Employment
Agreements  or  otherwise.  The grant of such  options has been  approved by the
Nevada Commission however no grants have occurred as of December 31, 2000. See "
- Las Vegas Sands,  Inc.  1997 Fixed Stock  Option  Plan." The officers are also
entitled to receive other employee  benefits of the Company.  The agreements may
be terminated by either the Company or the officer upon proper notice,  pursuant
to the terms of the Employment Agreements. Under the agreements, in the event of
a Cause  Termination,  Breach  Termination,  Voluntary  Termination or Licensing
Termination (each as defined therein), all salary and benefits shall immediately
cease  subject to any  requirements  of law, all  unexercised  options  shall be
canceled and  forfeited and all shares of common stock held shall be redeemed by
the Company at a price equal to the lesser of the exercise  price of such shares
or the Fair  Market  Value  (as  defined  therein)  on the date of  termination,
payable in sixty equal  consecutive  monthly  installments  with interest at the
Applicable  Federal Rate (as defined therein).  In the event of a Company Breach
Termination,  Constructive  Termination  or  Involuntary  Termination  (each  as
defined  therein),  the  Company is obliged to pay to the officer  involved  his
salary for the rest of the term of the  Employment  Agreement  until the officer
becomes gainfully employed  elsewhere,  in which event the Company is obliged to
pay the difference in the income earned in such other  employment and the salary
payable  under the  agreement  with the Company.  The amount that the officer is
entitled  to  receive  upon  termination  will  depend  upon the  amount of time
remaining  in the  term  of  such  agreement  as of the  date  of the  officer's
termination  of  employment.  If  a  Company  Breach  Termination,  Constructive
Termination or Involuntary Termination occurred with respect to Mr. Weidner, Mr.
Stone, Mr. Goldstein and Mr. Friedman on December 31, 2000, the amounts that Mr.
Weidner,  Mr. Stone,  Mr. Goldstein and Mr. Friedman would have been entitled to
receive  pursuant to their  Employment  Agreements as continued  salary  through
December  31,  2003  would have been  $3,246,464,  $2,597,171,  $2,434,848,  and
$1,298,586, respectively. Such amounts would have been subject to mitigation, as
described  above,  if  the  officer  became  gainfully  employed  elsewhere.  In
addition,  all shares of the Company  represented by options held by the officer
shall be redeemed by the Company at a price equal to the greater of the exercise
price  for such  shares  or the Fair  Market  Value on the date of  termination,
payable  in 36 equal  consecutive  monthly  installments  with  interest  at the
Applicable  Federal  Rate.  In the  case  of a  Death  Termination  (as  defined
therein),  salary shall be paid through the date of death, and all shares of the
Company held by the officer shall be redeemed by the Company for a price payable
by the Company to the officer's estate equal to all sums paid by the officer for
the shares  plus the  difference  between  (x) the  exercise  price paid for the
shares  and (y) the  Fair  Market  Value  of such  shares,  payable  in 36 equal
consecutive  monthly  installments with interest at the Applicable Federal Rate.
In the case of Disability  Termination,  salary, less any applicable  disability
insurance payments,  shall be continued for a period of six months following the
date of termination  and all options and shares shall be treated in the same way
as upon a Death  Termination.  The  employment  agreements  may not be  amended,
changed, or modified except by a written document signed by each of the parties.
Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan

      The Las Vegas  Sands,  Inc.  1997 Fixed  Stock  Option  Plan (the  "Plan")
provides  for 75,000  shares of common  stock of the Company to be reserved  for
issuance by the Company to officers and other key  employees or  consultants  of
the Company or any of its  Affiliates  or  Subsidiaries  (each as defined in the
Plan) pursuant to options  granted under the Plan. The grant of such options has
been  approved by the Nevada  Commission.  The purpose of the Plan is to promote
the  interest of the  Company and its Sole  Stockholder  by (i)  attracting  and
retaining  exceptional  officers and other key employees and  consultants to the
Company and its Affiliates and  Subsidiaries  and (ii) enabling such individuals
to participate in the long-term growth and financial success of the Company. The
Board of  Directors  has the  authority to determine  the  participants  to whom
options  are  granted,  the  number  of  shares  covered  by each  option or any
repurchase  or other  disposition  of  shares  thereunder,  the  exercise  price
therefor,  and the conditions and limitations  applicable to the exercise of the
option.  The Board of Directors is authorized to make  adjustments  in the terms
and conditions of, and the criteria included in, options, in the case of certain
unusual or nonrecurring events,  whenever the Board of Directors determines that
such  adjustments are appropriate in order to prevent dilution or enlargement of
benefits or potential  benefits under the Plan. In the event of any Acceleration
Event  (as  defined  in the  Plan)  any  outstanding  options  then  held by the
participants which are unexercisable or otherwise unvested,  shall automatically
become fully vested and shall be exercisable  pursuant to the  applicable  award

<PAGE>

agreement.  The Plan provides that the Sole Stockholder may, at any time, assume
the  Plan or  certain  obligations  under  the  Plan,  in  which  case  the Sole
Stockholder  will be the  administrator  of the Plan, the issuer of the Options,
and will  have all the  rights,  powers,  and  responsibilities  granted  to the
Company or the Board of  Directors  under the Plan with  respect to such assumed
obligations.

      The Board of Directors may amend, alter, suspend, discontinue or terminate
the Plan or any  portion  thereof at any time,  provided  that such shall not be
made without  shareholder  approval if such approval is necessary to comply with
any tax or regulatory  requirement  applicable to the plan and provided that any
such amendment, alteration, suspension, discontinuance or termination that would
impair  the  rights  of any  holder of an option  already  granted  shall not be
effective without the holder's consent.

      It has been  agreed  that  options  will be granted  under the Plan to Mr.
Weidner,  Mr. Stone, Mr. Goldstein and Mr. Friedman (the "Named  Optionees") (as
well as other individuals) to acquire shares  representing 2.0%, 1.5%, 1.0%, and
0.5% , respectively,  of the common stock of the Company. The specific terms and
conditions  of the  options  were  agreed  to in  1999  and are  expected  to be
memorialized  in 2001  however no grants have  occurred as of December 31, 2000.
The Company  does not expect that the  exercise  price on the grant date will be
lower than fair market value of the common stock of the Company. The Plan allows
the Sole  Stockholder to assume the obligations  under the Plan relating to such
options and to enter into award agreements with the Named Optionees. The options
granted to the Named Optionees will be fully vested and exercisable  upon grant.
The options  will expire on the earlier of (i) a specified  number of years from
the date of  grant,  (ii) the  date  three  days  prior to a Change  in  Control
Acceleration  Event (as defined in the Plan) and (iii) the date three days prior
to a Public Offering Acceleration Event (as defined in the Plan). The options of
the Named Optionees may be exercised immediately after issuance and the exercise
price  may  be  loaned  to  the  Named  Optionees  by the  Company  or the  Sole
Stockholder. Shares issued to the Named Optionees pursuant to the exercise of an
option and held at the time of each Named  Optionee's  termination of employment
are  subject to  redemption  by the  Company or the Sole  Stockholder,  if he so
issued  them,  in  accordance  with  the  terms  of  the  applicable  Employment
Agreements, as described in "Employment Agreements" above.

ITEM 12. --SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------

      The following  table sets forth certain  information  as of March 30, 2001
with respect to the beneficial ownership of the common stock of LVSI by (i) each
person  who, to the  knowledge  of LVSI,  beneficially  owns more than 5% of its
outstanding  common  stock,  (ii) the  directors  of LVSI,  (iii) all  executive
officers  named in the  summary  compensation  table  in  "Item  11 -  Executive
Compensation" and (iv) all executive officers and directors of LVSI as a group.

<TABLE>
<CAPTION>

                                                   Shares of
       Beneficial Owner(1)                       Common Stock     Percentage
       -------------------                       ------------     ----------
       <S>                                       <C>              <C>
       Sheldon G. Adelson                           925,000           100%
       Robert F. List                                     0             0%
       William P. Weidner (2)                             0             0%
       Bradley H. Stone (2)                               0             0%
       Robert G. Goldstein (2)                            0             0%
       David Friedman (2)                                 0             0%
       All executive officers and the
        directors of the Company as
        a group                                     925,000           100%

<FN>
----------
(1)  The address of each person named below is c/o the  Company,  3355 Las Vegas
     Boulevard South, Room 1A, Las Vegas, Nevada 89109.

(2)  Does not  include  options to  purchase  common  stock of the  Company  not
     exercisable  within  60 days of the  date  hereof  in  connection  with the
     development of the Casino Resort and pursuant to the terms of each of their
     employment agreements or other agreements with the Company, each of Messrs.
     Weidner,  Stone,  Goldstein,  and  Friedman  are to be  granted  options to
     purchase  common  stock of LVSI  representing  2.0%,  1.5%,  1.0% and 0.5%,
     respectively,  of the  shares of  common  stock of LVSI  outstanding  after
     giving  effect to the  issuance of all shares for which  options  have been
     granted. See "Item 11 - Executive Compensation - Las Vegas Sands, Inc. 1997
     Fixed Stock Option Plan."
</FN>

</TABLE>

<PAGE>

ITEM 13. --CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
---------------------------------------------------------

Redeemable Preferred Interest
-----------------------------

      Venetian  currently  has two  members,  the  Company and  Interface  Group
Holding Company, Inc. ("Interface Holding"), which owns all of the capital stock
of  Interface.  LVSI is the  managing  member of  Venetian  and owns 100% of the
common equity interests in Venetian.  Interface Holding currently holds a Series
B preferred interest in Venetian (the "Series B Preferred Interest"). The rights
of the Series B Preferred  Interest  are  non-voting,  not subject to  mandatory
redemption  or  redemption at the option of the holder and will have a preferred
return of 12% and upon the 12th  anniversary  of the closing of the  offering of
the Notes,  to the extent of the positive  capital account of the holders of the
Series B  Preferred  Interest,  there  must be a  distribution  on the  Series B
Preferred  Interest.  Until the  indebtedness  under the Bank Credit Facility is
repaid and cash payments are permitted  under the restricted  payment  covenants
under the Indentures,  the preferred  return on the Series B Preferred  Interest
will  accrue  and  will  not  be  paid  in  cash.   Subject  to  the  foregoing,
distributions with respect to the preferred capital of the holders of the Series
B Preferred Interest may, at the option of the Company, be made at any time.

Tranche B Take-out Loan and Sole Stockholder's $20.0 million Guaranty of Tranche
A Take-out Loan
--------------------------------------------------------------------------------

      On December 20, 1999,  each of the $105.0 million  Tranche A Take-out Loan
and the $35.0  million  Tranche B Take-out  Loan were made,  and were secured by
mortgages on the Mall Assets.  The Sole Stockholder has agreed to guarantee,  on
an unsecured basis,  $20.0 million of indebtedness  under the Tranche A Take-out
Loan. In addition,  the Tranche B Take-out  Lender is  wholly-owned  by the Sole
Stockholder. The Tranche B Take-out Loan is deeply subordinated to the Tranche A
Take-out Loan, so that,  among other things,  (a) the Tranche A Take-out  Lender
has first priority liens on the Mall Assets,  and the Tranche B Take-out  Lender
has second priority liens;  (b) no payment can be made on the Tranche B Take-out
Loan unless (x) all  payments  then due under the  Tranche A Take-out  Loan have
been paid in full, (y) there is no default under the Tranche A Take-out Loan and
(z) there is available cash flow (taking into account certain required reserves)
to make such payment;  and (c) the Tranche B Take-out Lender cannot exercise any
remedies or take any  enforcement  actions under the Tranche B Take-out Loan for
so long as the  Tranche A Take-out  Loan is  outstanding,  unless the  Tranche A
Take-out Lender consents.  The Tranche B Take-out Loan is due December 16, 2004,
provided  that the New Mall  Subsidiary  has an option to extend  the loan until
December  16,  2007.  See "Item 7 -  Management's  Discussion  and  Analysis  of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources".

Completion Guaranty
-------------------

      The  Completion  Guaranty with respect to the  construction  of the Casino
Resort was provided by the Sole  Stockholder in November  1997.  Pursuant to the
Completion  Guaranty,  the  Sole  Stockholder  guaranteed,  subject  to  certain
conditions  and  limitations,  payment of Casino  Resort  construction  costs in
excess of  available  funds,  up to a maximum of $25.0  million  (plus  interest
accrued on the collateral for such guaranty, as described below),  provided that
such cap on liability under the Completion  Guaranty does not apply with respect
to  excess   construction  costs   attributable  to  scope  changes.   The  Sole
Stockholder's  obligations under the Completion  Guaranty were collateralized by
$25.0 million in cash and cash equivalents and the interest accrued thereon (the
"Guaranty Collateral").  On November 12, 1999, an advance of approximately $23.5
million  was made  under  the  Completion  Guaranty  and is being  treated  as a
Completion  Guaranty loan that is  subordinated  in right of payment  (except as
described  below) to the indebtedness  under the Bank Credit Facility,  the FF&E
Credit Facility and the Notes (the "Completion  Guaranty Loan").  The Completion
Guaranty  Loan  matures on  November  16,  2005 and bears  interest at a rate of
14-1/4% per annum. Although interest may accrue on the Completion Guaranty Loan,
no cash payments with respect  thereto may be made until senior  indebtedness is
repaid,  except for payments made from certain  construction-related  recoveries
(including any payments received by the Company from the Construction Manager or
its  subcontractors  in connection with the litigations  discussed above). As of
December 31, 2000, there was approximately  $5.0 million of Guaranty  Collateral
remaining,  and the Company  expects that such  collateral  will be used to fund
excess  construction  costs,  with a portion of such  funding  being  treated as
another completion guaranty loan. Although the Completion Guaranty provided that
the Sole  Stockholder's  liability  thereunder  would  expire  upon  substantial
completion of the Casino  Resort,  which was achieved on November 12, 1999,  the
Sole  Stockholder  agreed on November 12, 1999 that he would remain liable under
the Completion  Guaranty until "final  completion"  (i.e., the completion of all
remaining  punchlist  items and the final  resolution  of all disputes  with the
Construction  Manager and  subcontractors) is achieved.  The Completion Guaranty
does not  provide  for the  incurrence  by the  Sole  Stockholder,  directly  or
indirectly,  of any  obligation,  contingent  or  otherwise,  for the payment of
principal or interest on the Notes or any other indebtedness described herein.

<PAGE>

Cooperation Agreement
---------------------

      The Company's  business  plan calls for each of the Hotel,  the Casino and
Congress Center,  the Mall and the Expo Center (and,  potentially,  the Phase II
Resort),  though separately owned, to be part of an integrally  related project.
In order to establish  terms for the integrated  operation of these  facilities,
Venetian (as owner of the Hotel,  Casino and Congress  Center,  and the Phase II
Land),  the New Mall  Subsidiary  and Interface  are parties to the  Cooperation
Agreement.  The Cooperation  Agreement sets forth  agreements  among the parties
regarding, among other things,  encroachments,  easements,  operating standards,
maintenance  requirements,  insurance  requirements,  casualty and condemnation,
joint marketing,  the sharing of certain  facilities and costs relating thereto.
The obligations  set forth in the Cooperation  Agreement "run with the land" and
so bind the  respective  property  owners and their  successors,  provided  that
certain of the obligations  under the Cooperation  Agreement,  are not senior to
previously  recorded  mortgages  encumbering  the Expo  Center  and so would not
survive any foreclosure of such mortgages.

      The Cooperation  Agreement  contains cross  encroachment  provisions which
permit the Mall to  encroach,  to a limited  extent,  on other  portions  of the
Casino  Resort,  and which will permit  other  portions of the Casino  Resort to
encroach, to a limited extent, on the Mall.

      The Cooperation  Agreement also contains certain covenants  respecting the
operation of the Expo Center and the Casino Resort. Such covenants include,  for
example, (a) a covenant by Venetian to operate the Hotel and Casino continuously
and to use the Hotel and the Casino  exclusively in accordance with standards of
first-class Las Vegas Boulevard-style  hotels and casinos; (b) a covenant by the
New Mall  Subsidiary  to operate and to use the Mall  exclusively  in accordance
with  standards  of  first-class  retail  and  restaurant  complexes;  and (c) a
covenant  by  Interface  to operate and to use the Expo  Center  exclusively  in
accordance with standards of first-class  convention,  trade show and exposition
centers. Additionally,  with respect to the joint marketing of the Casino Resort
and the Expo Center, the Cooperation  Agreement provides that until December 31,
2010,  Interface  (upon request from the owner of the Hotel and Casino) will use
commercially   reasonable   efforts  to  have  the  Hotel   designated   as  the
"headquarters  hotel" for trade show and  convention  events at the Expo Center,
and the owner of the Hotel and Casino will use commercially  reasonable  efforts
to promote the use and  occupancy  of the Expo  Center.  It should be noted that
trade show and convention promoters will be under no obligation to designate the
Hotel as the "headquarters hotel" for their events.

      The  Cooperation  Agreement  also  requires each of (a) the owners of each
component of the Casino Resort and (b) the owner of the Expo Center, to maintain
certain  minimum  types and  levels of  insurance,  including  property  damage,
general liability and business interruption insurance.

Administrative Services Agreement
---------------------------------

      Pursuant  to  a  certain   services   agreement  (the  "Services   Sharing
Agreement")  among  LVSI,  certain of its  subsidiaries  and  Interface  Holding
(collectively,  the  "Participants"),  the  Participants  have  agreed  to share
ratably in the costs of, and under certain circumstances provide to one another,
shared  services,  including  legal  services,  accounting  services,  insurance
administration,  benefits administration,  and such other services as each party
may request of the other. In addition, under the Services Sharing Agreement, the
Participants  have agreed to share ratably the costs of any shared office space.
Total payments made in 2000 pursuant to the Services Sharing Agreement were $2.1
million.

Temporary Lease
---------------

      On November 1, 1996,  LVSI and  Interface  entered into a lease  agreement
whereby LVSI agreed to lease  approximately 5,000 square feet in the Expo Center
to be used as its temporary  executive  offices during the  construction  of the
Casino Resort. Management believes that the lease agreement,  which provides for
monthly rent of $5,000 to be paid by LVSI to Interface, is at least as favorable
as the Company could have obtained from an independent  third party. The initial
term of the lease agreement  expired on November 1, 1998, but LVSI and Interface
have extended this term on a month-to-month  basis.  Total payments made by LVSI
to Interface pursuant to the lease agreement in 2000 totaled $60,000.

Audio Visual Services
---------------------

      IGN  provides  audio  visual  services  to group  customers  of the Casino
Resort.  These services are provided pursuant to a contract that provides for an
equal sharing of revenues after direct operating expenses.  The Company received
$3.7 million pursuant to this contract during 2000.

<PAGE>

Possible Conflicts of Interest
------------------------------

      The common  ultimate  ownership of the Casino Resort,  the Phase II Resort
and the Expo Center may present  potential  conflicts of interest.  For example,
management may offer discounts and other  incentives for visitors to stay at the
Phase II Resort  which might result in a  competitive  advantage of the Phase II
Resort over the Casino  Resort.  In addition,  management may choose to allocate
certain business  opportunities to the Phase II Resort rather than to the Casino
Resort.  Although  common  ownership of both the Casino  Resort and the Phase II
Resort  often  may  result  in  economies,   efficiencies   and  joint  business
opportunities  for the two resorts in the  aggregate,  the Casino Resort may, in
certain  circumstances,  bear the greater burden of the expenses that are shared
by both resorts.  In addition,  inasmuch as there may be a common management for
both the Casino Resort and the Phase II Resort,  management's  time may be split
between  overseeing  the operation of each resort,  and  management,  in certain
circumstances,   may  devote  more  time  to  its   ownership   and   operations
responsibilities  of the  Phase  II  Resort  than  those of the  Casino  Resort.
Finally,  because it is  expected  that the  Company  will lease and operate the
casino for the Phase II Resort,  potential  conflicts  may arise from the common
operation of the Casino and the Phase II Resort  casino,  such as the allocation
of  management's  time.  In order to share  expenses  and provide for  efficient
management  and  operations  of the Casino Resort and Phase II Resort and shared
facilities,  Venetian and the Phase II Subsidiary  entered into the  Cooperation
Agreement and may in the future enter into  additional cost sharing and easement
agreements.

      The common ultimate  ownership,  and management,  of the Casino Resort and
the Expo Center also may result in potential  conflicts  of  interest.  The Expo
Center  and the  Congress  Center  are  potential  competitors  in the  business
conference and meetings business. As a result, the Casino Resort could engage in
certain businesses which may have an adverse impact on the Expo Center. However,
under the Cooperation  Agreement,  Venetian has agreed that it will not conduct,
or permit to be conducted at the Casino  Resort,  trade shows or  expositions of
the type generally held at the Expo Center.  Furthermore,  management may engage
in marketing  practices  with respect to the Casino  Resort that are intended to
benefit the Expo Center and may have a detrimental effect on the Casino Resort.

Restaurant Leases
-----------------

      The Sole  Stockholder  is a partner in four  entities  formed that operate
restaurants in the Casino Resort. The terms and conditions of the leases granted
by the Company for such  restaurants  are at amounts which  management  believes
would be no less favorable than those negotiated with independent third parties.
Valentino  Las  Vegas LLC and  Night  Market,  LLC paid  Venetian  $620,994  and
$120,028,  respectively,  and Postrio Las Vegas LLC and Carnevale Coffee Bar LLC
paid the Mall Subsidiary $690,304 and $171,334, respectively,  pursuant to these
leases in 2000.


<PAGE>


                                     PART IV

ITEM 14.--EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
--------------------------------------------------------------------------


  (a) Documents filed as part of the report.

  (1) List of Financial Statements

      Report of Independent Accountants
      Consolidated Balance Sheets
      Consolidated Statements of Operations
      Consolidated Statements of Stockholder's Equity
      Consolidated Statements of Cash Flows
      Notes to Financial Statements

  (2) List of Financial Statement Schedules

      Report of Independent Accountants
      Schedule II - Valuation and Qualifying Accounts

  (3) List of Exhibits

      The exhibits listed in the accompanying Exhibit Index on Page to are filed
      as part of this Form 10-K.

 (b)  Reports on Form 8-K

      No  report  on  Form  8-K was filed during the quarter ended December  31,
      2000.

<PAGE>

================================================================================
                                   SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) 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.

                              LAS VEGAS SANDS, INC.

/s/ Sheldon G. Adelson

---------------------------
Sheldon G. Adelson,
Chairman of the Board and
Chief Executive Officer


We, the  undersigned  officers and  directors of Las Vegas Sands,  Inc.,  hereby
severally  constitute  William P.  Weidner and David  Friedman  and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, any
and all amendments to this Annual Report on Form 10-K, and generally do all such
things in our name and behalf in such capacities to enable Las Vegas Sands, Inc.
to comply with the applicable provisions of the Securities Exchange Act of 1934,
and all  requirements of the Securities and Exchange  Commission,  and we hereby
ratify and confirm our  signatures as they may be signed by our said  attorneys,
or either of them, to any and all such amendments.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

<TABLE>
<CAPTION>

               SIGNATURE                    TITLE                      DATE
               ---------                    -----                      ----

<S>                             <C>                               <C>
/s/ Sheldon G. Adelson          Chairman of the Board, Chief      March 30, 2001
--------------------------      Executive Officer and
Sheldon  G. Adelson             Director


/s/ Robert F. List              Special Director                  March 30, 2001
--------------------------
Robert F. List

/s/ Harry D. Miltenberger       Vice President--Finance           March 30, 2001
--------------------------      (principal financial
Harry D. Miltenberger           and accounting officer)

</TABLE>

================================================================================

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

    Exhibit No.        Description of Document
    -----------        -----------------------
    <S>                <C>
    3.1                Amended and Restated Articles of Incorporation of LVSI.*
    3.2                Certificate of Amendment of Amended and Restated Articles
                       of Incorporation of LVSI.*
    3.3                Amended and Restated By-laws of LVSI.*
    3.4                Amended and Restated Limited Liability Company Agreement
                       of Venetian*
    4.1                Indenture,  dated as of November 14,  1997,  by and among
                       LVSI and Venetian,  as issuers, Mall Intermediate Holding
                       Company,  LLC ("Mall  Intermediate"),  Lido  Intermediate
                       Holding  Company,  LLC  ("Lido  Intermediate")  and Grand
                       Canal Shops Mall Construction, LLC ("Mall Construction"),
                       as Mortgage Note guarantors, and U.S. Bank Trust National
                       Association  (previously  known  as  First Trust National
                       Association),  as  Mortgage  Note  trustee (the "Mortgage
                       Note Trustee").*
    4.2                Indenture,  dated as of November 14,  1997,  by and among
                       LVSI and Venetian,  as issuers,  Mall Intermediate,  Lido
                       Intermediate   and   Mall    Construction,    as   Senior
                       Subordinated  Note  guarantors,  and First Union National
                       Bank  ("First  Union"),   as  Senior   Subordinated  Note
                       trustee.*
    4.3                Registration  Rights Agreement,  dated as of November 14,
                       1997,  by  and  among  LVSI, Venetian, Mall Intermediate,
                       Lido  Intermediate  and  Mall  Construction, and Goldman,
                       Sachs  &  Co.  and Bear, Stearns & Co. Inc. (the "Initial
                       Purchasers").*
    4.4                Funding   Agents'    Disbursement   and    Administration
                       Agreement,  dated as of November 14,  1997,  by and among
                       LVSI, Venetian, Mall Construction, jointly and severally,
                       The  Bank  of  Nova Scotia ("Scotiabank"), as Bank Agent,
                       the  Mortgage  Note  Trustee,  the  HVAC Provider and the
                       Disbursement Agent.*
    4.5                FADAA Limited  Waiver,  dated as of November 12, 1999, by
                       and among LVSI, the Sole Stockholder, the Bank Agent, the
                       Mortgage  Note  Trustee,  Salomon  Brothers  Realty Corp.
                       ("SBRC"),  as  successor-in-interest  to  GMAC Commercial
                       Mortgage     Corporation    ("GMAC"),   and    the   HVAC
                       Provider.*****
    4.6                Company  Security  Agreement,  dated  as  of November 14,
                       1997, by  and among LVSI, Venetian, Mall Construction and
                       Scotiabank, as the Intercreditor Agent.*
    4.7                Mall Construction Subsidiary Security Agreement, dated as
                       of November 14, 1997, between Mall Construction and
                       Scotiabank, as the Intercreditor Agent.*
    4.8                Deed  of  Trust,  Assignment  of  Rents  and  Leases  and
                       Security Agreement made by Venetian and LVSI, jointly and
                       severally as trustor,  to Lawyers  Title of Nevada,  Inc.
                       ("Lawyer's  Title"),  as trustee,  for the benefit of the
                       Mortgage Note Trustee, as Beneficiary.*
    4.9                First Amendment to Deed of Trust, Assignment of Rents and
                       Leases and Security  Agreement made by Venetian and LVSI,
                       jointly and severally as trustor,  to Lawyer's  Title, as
                       trustee, for the benefit of the Mortgage Note Trustee, as
                       Beneficiary.***
    4.10               Leasehold  Deed of Trust,  Assignment of Rents and Leases
                       and  Security  Agreement  made by Mall  Construction,  as
                       trustor,  to Lawyer's Title, as trustee,  for the benefit
                       of the Mortgage Note Trustee, as Beneficiary.*
    4.11               First Amendment to Leasehold Deed of Trust, Assignment of
                       Rents and  Leases  and  Security  Agreement  made by Mall
                       Construction,  as trustor, to Lawyer's Title, as trustee,
                       for  the  benefit  of  the  Mortgage  Note  Trustee,   as
                       Beneficiary.***
    4.12               Disbursement  Collateral Account  Agreement,  dated as of
                       November  14,  1997,  by and among LVSI,  Venetian,  Mall
                       Construction and Scotiabank, as Disbursement Agent and as
                       Securities Intermediary.*
    4.13               Mortgage  Notes  Proceeds  Collateral  Account Agreement,
                       dated  as  of  November  14,  1997,  by and  among  LVSI,
                       Venetian   and   Scotiabank,   as   Disbursement  Agent.*
    4.14               Mortgage  Notes  Proceeds  Account  Third-Party   Account
                       Agreement,  dated  as  of November 14, 1997, by and among
                       LVSI, Venetian, Scotiabank, as  Disbursement  Agent,  and
                       Goldman, Sachs & Co., as Securities Intermediary.*
</TABLE>

<PAGE>

                           EXHIBIT INDEX, (Continued)
<TABLE>
<CAPTION>

    Exhibit No.        Description of Document
    -----------        -----------------------
    <S>                <C>
    4.15               Intercreditor  Agreement,  dated as of November 14, 1997,
                       among Scotiabank,  as Bank Agent and Intercreditor Agent,
                       the Mortgage Note Trustee,  GMAC, as Interim Mall Lender,
                       and First Union, as Senior Subordinated Note trustee.*
    4.16               Completion Guaranty,  dated as of November 14, 1997, made
                       by the Sole Stockholder,  in favor of Scotiabank,  as the
                       Bank Agent acting on behalf of the Bank Lenders, GMAC, as
                       the  Interim Mall Lender, and the Mortgage Note Trustee.*
    4.17               Completion  Guaranty  Collateral Account Agreement, dated
                       as  of  November  14,  1997,  by  and  between  the  Sole
                       Stockholder,  as Pledgor, and Scotiabank, as Disbursement
                       Agent.*
    4.18               Completion  Guaranty Third-Party Account Agreement, dated
                       as   of   November  14,  1997,  by  and  among  the  Sole
                       Stockholder,  Scotiabank,  as  Disbursement   Agent,  and
                       Goldman, Sachs & Co., as Securities Intermediary.*
    4.19               Unsecured  Indemnity  Agreement, dated as of November 14,
                       1997,  by and among LVSI, Venetian and Mall Construction,
                       to and for the benefit of the Mortgage Note Trustee.*
    10.1               Bank  Credit Agreement, dated as of November 14, 1997, by
                       and among LVSI, Venetian, and the lender parties thereto,
                       Goldman Sachs Credit Partners, L.P. ("GSCP"), as arranger
                       and syndication agent, and Scotiabank, as administrative
                       agent.*
    10.2               Energy Services Agreement, dated as of November 14, 1997,
                       by and between the HVAC Provider and Venetian.*
    10.3               Energy  Services Agreement Amendment No. 1, dated July 1,
                       1999, by and between the HVAC Provider and Venetian.*****
    10.4               Energy Services Agreement, dated as of November 14, 1997,
                       by   and   between   the   HVAC     Provider   and   Mall
                       Construction.*
    10.5               Energy  Services  Agreement Amendment No. 1, dated July 1
                       1999,  by  and  between   the  HVAC  Provider   and  Mall
                       Construction.*****
    10.6               Construction  Management  Agreement, dated as of February
                       15,  1997,  between  LVSI, as owner, and the Construction
                       Manager.*
    10.7               Assignment,  Assumption  and  Amendment  of  Construction
                       Management  Agreement,  dated as of November 14, 1997, by
                       and among LVSI, Venetian and the Construction Manager.*
    10.8               Guaranteed   Maximum  Price   Amendment  to  Construction
                       Management  Agreement,  dated  June  17,  1998 (effective
                       September 9, 1998),  between the Construction Manager and
                       Venetian.**
    10.9               Agreement,  effective  as of  January  1,  1996,  between
                       Venetian,  as owner,  and the architect,  a collaboration
                       between the firms of TSA of Nevada, LLP and WAT&G, Inc.,
                       Nevada.*
    10.10              Amended   and   Restated  Reciprocal  Easement,  Use  and
                       Operating  Agreement,  dated  as of November 14, 1997, by
                       and among Interface, Mall Construction and Venetian.*
    10.11              First  Amendment  to  Amended  and  Restated   Reciprocal
                       Easement,  Use  and  Operating  Agreement,  dated  as  of
                       December 20, 1999, by and among  Interface,  the New Mall
                       Subsidiary, Phase II Subsidiary and Venetian.*****
    10.12              Casino  Lease,  dated  as  of  November  14, 1997, by and
                       between LVSI and Venetian.*
    10.13              Amended  and  Restated  Services  Agreement, dated  as of
                       November  14, 1997,  by  and  among  Venetian,  Interface
                       Holding,  Interface,   Lido  Casino  Resort,  LLC,  Grand
                       Canal  Shops  Mall  MM, Inc. and certain  subsidiaries of
                       Venetian named therein.*
    10.14              Intercreditor  Agreement,  dated as of November 14, 1997,
                       by and among Scotiabank, as the Administrative Agent, the
                       Mortgage Note Trustee,  GMAC, as the Interim Mall Lender,
                       First  Union,   as  Subordinated   Note  trustee,   LVSI,
                       Venetian, Mall Construction and the Sole Stockholder.*
    10.15              Indemnity  and  Guaranty  Agreement, dated as of December
                       20, 1999, made by the Sole Stockholder.*****
    10.16              Guaranty,  dated  as  of  December 20, 1999, made by Sole
                       Stockholder.*****
    10.17              Mall  Scope  Change  Guaranty,  dated  as of December 20,
                       1999, made by Sole Stockholder.*****
    10.18              Note,  dated December 20, 1999, by New Mall Subsidiary in
                       favor  of  SGA  Development,  Inc.,  in   the  amount  of
                       $35,000,000.*****
    10.19              Construction  Agency  Agreement, dated as of November 14,
                       1997, by and between Venetian and the HVAC Provider.*
</TABLE>

<PAGE>

                           EXHIBIT INDEX, (Continued)
<TABLE>
<CAPTION>

    Exhibit No.        Description of Document
    -----------        -----------------------
    <S>                <C>
    10.20              Management Agreement,  dated as of April 23, 1997, by and
                       between LVSI and Forest City, as assigned by LVSI to Mall
                       Construction by that certain Assignment and Assumption of
                       Contracts.*
    10.21              Management  Agreement,  dated as of November 12, 1999, by
                       and between the Mall Construction  and  Forest  City,  as
                       assigned by Mall  Construction to Mall Subsidiary by that
                       certain Assignment and Assumption of Contracts.*****
    10.22              Primary  Liquidated  Damages  Insurance  Agreement, dated
                       August 4, 1997, by and between the Construction Manager
                       and C.J. Coleman & Companies, Ltd.*
    10.23              Guaranty of Performance,  dated as of August 19, 1997, by
                       P&O in favor of LVSI,  as assigned by LVSI to Venetian by
                       that  certain  Assignment,  Assumption  and  Amendment of
                       Contracts.*
    10.24              Guaranty  of  Performance  and  Completion,  dated  as of
                       August  19,  1997,  by  Bovis,  LVSI,  Venetian  and Mall
                       Construction,  for  the  benefit  of  Scotiabank,  as the
                       Intercreditor Agent.*
    10.25              Sands Resort Hotel and Casino  Agreement,  dated February
                       18, 1997, by and between  Clark County and LVSI,  and all
                       amendments thereto.*
    10.26              Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan.*
    10.27              Employment Agreement,  dated  as  of  November  1,  1995,
                       between LVSI and William P. Weidner.*
    10.28              Employment  Agreement,  dated  as of  November  1,  1995,
                       between LVSI and Bradley H. Stone.*
    10.29              Employment  Agreement,  dated  as of  November  1,  1995,
                       between LVSI and Robert G. Goldstein.*
    10.30              Term  Loan and Security  Agreement,  dated as of December
                       22, 1997, by and among LVSI and  Venetian,  as Borrowers,
                       the lender parties thereto,  BancBoston Leasing, Inc., as
                       co-agent,   and  General  Electric  Capital   Corporation
                       ("GECC"), as administrative agent.*
    10.31              Limited  Waiver  and  First  Amendment  to Term  Loan and
                       Security Agreement, dated November 12, 1999, by and among
                       LVSI and  Venetian,  as  Borrowers,  the  lender  parties
                       thereto, BancBoston Leasing, Inc., as co-agent, and GECC,
                       as administrative agent.*****
    10.32              Intercreditor  Agreement,  dated as of December 22, 1997,
                       by and among Scotiabank,  as Bank Agent,  First Trust, as
                       Mortgage Note trustee, GMAC and GECC.*
    10.33              Loan  Agreement,  dated  as of  December 20, 1999, by and
                       among  Goldman  Sachs  Mortgage  Company, as  Syndication
                       Agent,  Scotiabank,  as   Administrative   Agent  and  as
                       Collateral   Agent,   and  the  New Mall Subsidiary,   as
                       Borrower.*****
    10.34              Subordination and Intercreditor Agreement (Trade Claims),
                       dated November 12, 1999, by and among Scotiabank, as Bank
                       Agent, LVSI and the Sole Stockholder.*****
    10.35              Amended and Restated  Credit  Agreement, dated as of June
                       14,  2000,  among  LVSI  and  Venetian, as borrowers, the
                       lender   parties   thereto,   Scotiabank   and  GSCP,  as
                       joint-lead   arrangers,  Scotiabank,   as  administrative
                       agent, and GSCP, as syndication agent.******
    10.36              Limited  Waiver  and  Second  Amendment  to Term Loan and
                       Security  Agreement,  dated  as  of June 14, 2000, by and
                       among   LVSI   and   Venetian,  as  borrowers,  GECC,  as
                       administrative    agent,    and   the    lender   parties
                       thereto.******
    10.37              First  Amendment  to Credit  Agreement, dated as of March
                       15,  2001,  among  LVSI  and  Venetian, as borrower's the
                       lender   parties   thereto,   Scotiabank   and  GSCP,  as
                       joint-lead   arrangers,  Scotiabank,   as  administrative
                       agent, and GSCP, as syndication agent.******
</TABLE>

<PAGE>

                                 EXHIBIT INDEX, (Continued)
<TABLE>
<CAPTION>

    Exhibit No.        Description of Document
    -----------        -----------------------
    <S>                <C>
    21.1               Subsidiaries of the registrant.******
    24.1               Powers of Attorney (included on signature pages).



<FN>
----------
          *  Incorporated by reference from  Registration  Statement on Form S-4
             of  the  Company  and  certain  of  its   subsidiaries   (File  No.
             333-42147).
         **  Incorporated  by reference from the Company's  Quarterly  Report on
             Form 10-Q for the Quarter ended September 30, 1998.
        ***  Incorporated by reference from the Company's  Annual Report on Form
             10-K for the Fiscal Year ended December 31, 1998.
       ****  Incorporated by reference from the Company's  Annual Report on Form
             10-K for the Fiscal Year ended December 31, 1999.
      *****  Incorporated by reference from the Company's Quarterly  Report on
             Form 10-Q for the Quarter ended June 30, 2000.
     ******  Filed herewith.
</FN>
</TABLE>