Las Vegas Sands 8-K Las Vegas Sands, Inc. Unaudited Pro Forma Condensed Financial Statements

LAS VEGAS SANDS, INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma condensed financial statements reflect the sale of the stock of Grand Canal Shops II, LLC and certain other restaurant and retail assets of the Venetian Casino Resort to General Growth Properties on May 17, 2004 for $766.0 million. The following unaudited pro forma condensed financial statements are based upon and should be read in conjunction with the historical consolidated financial statements and related notes of the Company.

The unaudited pro forma condensed financial statements have been prepared based upon currently available information and assumptions that are deemed appropriate by the Company’s Management. This pro forma information may not be indicative of what actual results would have been, nor does such data purport to represent the financial results of the Company for future periods.

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AS OF MARCH 31, 2004
(AMOUNTS IN THOUSANDS)

	Las Vegas Sands, Inc Historical			Total Adjustment			Las Vegas Sands, Inc Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	151,582		$	521,350	(1)	$	672,932
Restricted cash and cash equivalents		41,284			(1,860	)(3)		39,424
Accounts receivable, net		64,136			–			64,136
Inventories		6,029			–			6,029
Prepaid expenses		4,584			(471	)(3)		4,113
Total current assets		267,615			519,019			786,634
Property and equipment, net		1,510,874			(141,667	)(3)		1,369,207
Deferred offering costs, net		36,669			(1,286	)(2)		35,383
Restricted cash		37,382			–			37,382
Other assets, net		39,543			(12,286	)(3)		27,257
	$	1,892,083		$	363,780		$	2,255,863
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	16,142		$	(848	)(3)	$	15,294
Construction payables		43,862			(14	)(3)		43,848
Construction payables-contested		7,232			–			7,232
Accrued interest payable		28,187			(178	)(3)		28,009
Other accrued liabilities		85,247			(2,278	)(3)		82,969
Current maturities of long-term debt		14,067			–			14,067
Total current liabilities		194,737			(3,318	)		191,419
Other long-term liabilities		6,346			185,099	(4)		191,445
Redeemable Preferred Interest in Venetian
Casino Resort, LLC a wholly owned subsidiary		245,477			–			245,477
Long-term debt		1,432,625			(120,000	)(2)		1,312,625
		1,879,185			61,781			1,940,966
Stockholders' equity (deficit):
Common stock, $.10 par value, 3,000,000 shares
authorized, 1,000,000 shares issued and outstanding		100			–			100
Notes receivable from stockholders		(851	)		–			(851	)
Capital in excess of par value		128,653			–			128,653
Accumulated deficit		(115,004	)		301,999	(5)		186,995
		12,898			301,999			314,897
	$	1,892,083		$	363,780		$	2,255,863

LAS VEGAS SANDS INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

The following pro forma adjustments have been made to the unaudited pro forma balance sheet as of March 31, 2004.

(1) Reflects the net proceeds from this transactions after paying estimated transaction and other related costs, after paying off the $120.0 million secured credit facility of the Grand Canal Shoppes (the “Secured Mall Facility”) and after paying the estimated tax distribution.

(2) Reflects the use of proceeds from this transaction to pay off the Secured Mall Facility.

(3) Reflects the Grand Canal Shoppes and certain other restaurant and retail assets and liabilities sold to General Growth Properties.

(4) Reflects the deferral of a portion of the gain from the transaction, which has been allocated to the Venetian Casino Resort restaurant and retail asset leases assumed by General Growth Properties and the deferral of the portion of the gain from the transaction, which has been allocated to the gondola and show room amenities.

(5) Reflects the estimated gain, net of tax distributions from the sale of the Grand Canal Shoppes. The following is a preliminary calculation of the estimated impact to the statement of operations from this transaction. Las Vegas Sands, Inc. 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. The Company’s debt instruments provide for dividends to be paid to stockholders to pay income taxes associated with taxable income of the Company attributable to each stockholder.

(dollars in thousands)

Purchase price cash proceeds allocated to the Grand Canal Shoppes sale, net estimated transaction and other related costs $566,780 

          Estimated net book value of assets and liabilities disposed of (148,488)

Estimated gain before tax distributions 418,292 

          Estimated tax distribution (116,293)

Estimated gain after tax distributions $301,999 

The above calculations are preliminary, subject to final determination of the net book value of the assets and liabilities disposed of, income tax consequences and transaction and other costs. Actual accounting adjustments related to the disposition may differ from the pro forma adjustments.

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc Historical			Pro Forma Adjustments			Las Vegas Sands, Inc Pro Forma
Revenues:
Casino	$	94,708		$	–			94,708
Rooms		85,367			–			85,367
Food and beverage		33,455			–			33,455
Retail and other		21,031			(11,280	)(1)		9,751
		234,561			(11,280	)		223,281
Less-promotional allowances		(13,760	)		3			(13,757	)
Net revenues		220,801			(11,277	)		209,524
Operating expenses:
Casino		36,628			–			36,628
Rooms		20,041			–			20,041
Food and beverage		15,498			–			15,498
Retail and other		9,506			(2,690	)(2)		6,816
Provision for doubtful accounts		3,244			–			3,244
General and administrative		31,962			(400	)(3)		31,562
Corporate expense		2,660			–			2,660
Rental expense		2,451			(629	)(4)		1,822
Pre-opening and developmental expense		8,379			–			8,379
Depreciation and amortization		14,781			(1,346	)(5)		13,435
		145,150			(5,065	)		140,085
Operating income		75,651			(6,212	)		69,439
Other income (expense):
Interest income		358			(31	)		327
Interest expense, net of amounts capitalized		(31,046	)		1,720	(6)		(29,326	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(7,150	)		–			(7,150	)
Other income (expense)		(9	)		9			–
Income from continuing operations	$	37,804		$	(4,514	)	$	33,290
Basic income from continuing operations per share	$	37.80		$	(4.51	)	$	33.29
Diluted income from continuing operations per share	$	37.78		$	(4.50	)	$	33.22

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2003
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc Historical			Pro Forma Adjustments			Las Vegas Sands, Inc Pro Forma
Revenues:
Casino	$	272,804		$	–		$	272,804
Rooms		251,397			–			251,397
Food and beverage		82,882			–			82,882
Retail and other		79,242			(41,180	)(1)		38,062
		686,325			(41,180	)		645,145
Less-promotional allowances		(44,856	)		17			(44,839	)
Net revenues		641,469			(41,163	)		606,306
Operating expenses:
Casino		128,339			–			128,339
Rooms		64,819			–			64,819
Food and beverage		40,797			–			40,797
Retail and other		33,468			(7,373	)(2)		26,095
Provision for doubtful accounts		8,084			113			8,197
General and administrative		107,523			(1,922	)(3)		105,601
Corporate expense		10,914			–			10,914
Rental expense		10,128			(2,557	)(4)		7,571
Pre-opening and developmental expense		10,525			–			10,525
Depreciation and amortization		50,837			(5,151	)(5)		45,686
		465,434			(16,890	)		448,544
Operating income		176,035			(24,273	)		151,762
Other income (expense):
Interest income		1,716			(148	)		1,568
Interest expense, net of amounts capitalized		(114,924	)		5,295	(6)		(109,629	)
Other income (expense)		825			62			887
Loss on early retirement of debt		–			–			–
Income before preferred return		63,652			(19,064	)		44,588
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(26,217	)		–			(26,217	)
Income from continuing operations	$	37,435		$	(19,064	)	$	18,371
Basic income from continuing operations per share	$	37.44		$	(19.06	)	$	18.37
Diluted income from continuing operations per share	$	37.36		$	(19.03	)	$	18.33

LAS VEGAS SANDS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS

(1) Reflects the elimination of the related lease revenues associated with the Grand Canal Shoppes and certain other restaurant and retail asset leases which were purchased by General Growth Properties.

(2) Reflects the elimination of direct mall operating expenses associated with the sale of the Grand Canal Shoppes offset by additional lease expenses associated with Las Vegas Sands, Inc.‘s leasing of the gondola and showroom amenities from General Growth Properties.

(3) Reflects the elimination of general and administrative expenses directly attributable to operations of the Grand Canal Shoppes.

(4) Reflects the elimination of rent expense on property and equipment leases of the Grand Canal Shoppes which have been assumed by General Growth Properties.

(5) Reflects the elimination of depreciation expense directly related to property, plant and equipment of the Grand Canal Shoppes and certain other restaurant and retail assets purchased by General Growth Properties.

(6) Reflects the elimination of interest expense associated with the Secured Mall Facility which was paid off with proceeds from the sale of the Grand Canal Shoppes.