8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  July 29, 2004

LAS VEGAS SANDS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-42147	04-3010100
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA	89109
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 414-1000

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Acquisition or Disposition of Assets

        On July 29, 2004, the Company acquired all of the capital stock of Interface Group Holding Company Inc. (Interface Holding) from the Principal Stockholder in exchange for the issuance to the Principal Stockholder of 220,370 additional shares of LVSI’s common stock. Interface Holding indirectly owns the Expo Center and holds the $252.6 million Redeemable Preferred Interest in Venetian Casino Resort, LLC.

Item 9.01. Financial Statements and Exhibits.

        (a) Financial Statements of Business Acquired

The audited consolidated financial statements of Interface Holding for the year ended December 31, 2003, the report of independent auditors related thereto, and the unaudited consolidated financial statements as of June 30, 2004, and for the six months ended June 30, 2003 and 2004, are set forth in exhibit 99.1.

        (b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial statements of Las Vegas Sands, Inc. (“LVSI”) as of June 30, 2004, for the years ended December 31, 2001, 2002, 2003, and for the six months ended June 30, 2003 and 2004, which give effect to LVSI’s acquisition of Interface Holding, are attached as Exhibit 99.2.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

        Dated: October 12, 2004

LAS VEGAS SANDS, INC.


By:       /s/Scott Henry
            ——————————————
Name:   Scott Henry
Title:     Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number Description

99.1 Audited consolidated financial statements of Interface Holding for the year ended December 31, 2003, the report of independent auditors related thereto and the unaudited consolidated condensed financial statements as of June 30, 2004, and for the six months ended June 30, 2003 and 2004.

99.2 Unaudited pro forma condensed combined financial statements of LVSI as of June 30, 2004, for the years ended December 31, 2001, 2002, 2003, and for the six months ended June 30, 2003 and 2004.

EX-99

Exhibit 99.1

Interface Group Holding Company, Inc.
Financial Statements
December 31, 2003 and June 30, 2004

Report of Independent Auditors

To the Directors and Stockholder of Interface
Group Holding Company, Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, of stockholder’s equity, and cash flows present fairly, in all material respects, the financial position of Interface Group Holding Company, Inc., at December 31, 2003, and the results of its operations and its cash flows for the year ended December 31, 2003, 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 audit. We conducted our audit 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 financials statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As further described in Note 1, on July 29, 2004 Interface Group Holding Company, Inc. was acquired by Las Vegas Sands, Inc.

/s/ PricewaterhouseCoopers LLP

October 5, 2004

1

Interface Group Holding Company, Inc.
Consolidated Balance Sheets
December 31, 2003 and June 30, 2004 (Unaudited)
(in thousands of dollars)

	December 31, 2003			June 30, 2004
				(unaudited)
Assets
Current assets
Cash and cash equivalents	$	10,433		$	13,241
Accounts receivable, net		904			735
Amounts held in escrow		19,297			21,284
Prepaid expenses and other assets		539			550
Due from affiliates		2,146			961
Total current assets		33,319			36,771
Property and equipment, net		52,494			51,294
Redeemable Preferred Interest in Venetian Casino Resort, LLC		238,328			252,628
Other assets, net of accumulated amortization
of $5,700 and $5,046, respectively		723			68
	$	324,864		$	340,761
Liabilities and Stockholder´s Equity
Current liabilities
Accounts payable	$	2,196		$	3,171
Accrued expenses		1,395			1,426
Deferred revenue and customer deposits		14,664			12,193
Current maturities of long-term debt		4,963			3,158
Total current liabilities		23,218			19,948
Long-term debt		122,549			121,167
Total liabilities		145,767			141,115
Commitments and contingencies
Stockholder´s equity
Common stock, no par value, 25,000 shares authorized
10,000 shares issued and outstanding		1			1
Capital in excess of par value		19,269			19,269
Receivable from stockholder		(1,270	)		(1,812	)
Retained earnings		161,097			182,188
Total stockholder´s equity		179,097			199,646
	$	324,864		$	340,761

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

2

Interface Group Holding Company, Inc.
Consolidated Statements of Income
Year Ended December 31, 2003 and Six Months Ended June 30, 2003 and 2004 (Unaudited)
(in thousands of dollars)

				Six Months Ended
	December 31,			June 30,
	2003			2003			2004
				(unaudited)			(unaudited)
Show revenue	$	54,502		$	28,732		$	36,752
Costs and expenses
Show expenses		22,778			11,169			15,805
Selling, general and administrative		18,611			9,764			9,291
Depreciation		3,022			1,526			1,521
Total operating costs and expenses		44,411			22,459			26,617
Operating income		10,091			6,273			10,135
Other income and expense
Interest income		409			209			197
Interest expense		(7,518	)		(3,833	)		(3,541	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		26,217			12,727			14,300
Net income	$	29,199		$	15,376		$	21,091

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

3

Interface Group Holding Company, Inc.
Consolidated Statements of Stockholder’s Equity
Year Ended December 31, 2003 and Six Months Ended June 30, 2004 (Unaudited)
(in thousands of dollars)

	Common Stock				Capital in		Receivable
	Number of Shares		Amount		Excess of Par Value		from Stockholder			Retained Earnings		Total
Balance at December 31, 2002		10,000	$	1	$	18,548	$	(680	)	$	131,898	$	149,767
Contributions		–		–		721		–			–		721
Receivable from stockholder		–		–		–		(590)			–		(590)
Net income		–		–		–		–			29,199		29,199
Balance at December 31, 2003		10,000		1		19,269		(1,270	)		161,097		179,097
Receivable from stockholder (unaudited)		–		–		–		(542	)		–		(542	)
Net income (unaudited)		–		–		–		–			21,091		21,091
Balance at June 30, 2004 (unaudited)		10,000	$	1	$	19,269	$	(1,812	)	$	182,188	$	199,646

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

4

Interface Group Holding Company, Inc.
Consolidated Statements of Cash Flows
Year Ended December 31, 2003 and Six Months Ended June 30, 2003 and 2004 (Unaudited)
(in thousands of dollars)

				Six Months Ended
	December 31,			June 30,
	2003			2003			2004
				(unaudited)			(unaudited)
Cash flows from operating activities
Net income	$	29,199		$	15,376		$	21,091
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation		3,022			1,526			1,521
Amortization of deferred loan costs		1,348			668			655
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(26,217	)		(12,727	)		(14,300	)
Changes in assets and liabilities
Accounts receivable		(571	)		(274	)		169
Prepaid expenses and other assets		122			305			(11	)
Accounts payable		(843	)		182			975
Accrued expenses		72			29			31
Deferred revenues and customer deposits		(1,190	)		(1,982	)		(2,471	)
Due to/from affiliates		(1,491	)		245			643
Net cash provided by operating activities		3,451			3,348			8,303
Cash flows from investing activities
Purchases of property and equipment		(737	)		(288	)		(321	)
Amounts held in escrow		307			614			(1,987	)
Net cash provided by (used in) investing activities		(430	)		326			(2,308	)
Cash flows from financing activities
Contributions		721			–			–
Repayments of long-term debt		(6,050	)		(2,973	)		(3,187	)
Net cash used in financing activities		(5,329	)		(2,973	)		(3,187	)
Net increase (decrease) in cash and cash equivalents		(2,308	)		701			2,808
Cash and cash equivalents at beginning of period		12,741			12,741			10,433
Cash and cash equivalents at end of period	$	10,433		$	13,442		$	13,241
Supplemental disclosure of cash flow information
Cash paid for interest	$	6,225		$	3,165		$	2,886

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

5

Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)

1. Organization and Business of Company

Interface Group Holding Company, Inc. (the “Company”), a Nevada corporation, through its subsidiary Interface Group Nevada, Inc. (“IGN”) owns and operates the Sands Expo and Convention Center (“SECC”). Since 1990, SECC has been principally engaged in the operation of a 1.2 million square foot facility that rents convention, meeting and exhibition space and provides various other convention-related services. SECC jointly markets its facilities with its affiliated company, Las Vegas Sands, Inc. (“LVSI”).

On July 29, 2004, the sole stockholder of the Company contributed his entire interest in the Company to LVSI in exchange for 220,370 shares of LVSI’s common stock. At the time of the acquisition, the fair value of LVSI’s common stock was estimated to be $1,500 per share. The sole stockholder of the Company is also the principal stockholder of LVSI. As such, LVSI will account for the acquisition of the Company as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

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

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from five to thirty years. Expenditures for maintenance and repairs are charged to expense as incurred.

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 would be 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. No such impairment losses have been identified by management.

Other Non-current Assets

Other non-current assets consist primarily of deferred loan costs, which are amortized based on the term of the related debt instruments using the straight-line method, which approximates the effective interest method. Such amortization has been included in interest expense in the accompanying statements of income and totaled $1.3 million during the year ended December 31, 2003.

Deferred Revenue and Customer Deposits

Deferred revenue for future services and customer deposits for future convention facility rentals are recorded to the extent that the installments have been paid or billed pursuant to contractual terms. Revenue is recorded in income when the related services are performed or event is held.

6

Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)

Income Taxes

The Company has elected to be treated as a qualified S Corporation, 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 has been made in the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. To minimize this risk, the Company routinely assesses the financial strength of its customers; however, collateral is not required. Accounts receivable from two customers at December 31, 2003 accounted for 62.1% of total accounts receivable. Management does not believe that the Company is subject to any material potential credit losses.

During the year ended December 31, 2003, sales to one customer represented 8% of revenues. This customer has committed, through contract agreements, to hold shows at the SECC through 2007.

Accounting for Derivative Instruments and Hedging Activities

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. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in the period of change. Otherwise, gains and losses are not recognized except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

7

Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)

3. Property and Equipment

Property and equipment consists of the following:

(in thousands of dollars)	December 31, 2003
Land, building and improvements	$	69,155
Furniture, fixtures and equipment		11,702
Automobiles		624
		81,481
Less: Accumulated depreciation		(28,987	)
	$	52,494

4. Redeemable Preferred Interest in Venetian Casino Resort, LLC

During 1997, the Company contributed $77.1 million in cash to Venetian Casino Resort, LLC (“Venetian”) (a wholly owned subsidiary of LVSI) 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 certain indebtedness of Venetian is repaid, the preferred return on the Series B Preferred Interest will accrue, but will not be paid in cash. During the second and third quarters of 1999, the Company contributed $37.3 million and $7.1 million, respectively of cash in exchange for additional Series B Preferred Interest. During the year ended December 31, 2003 and the six months ended June 30, 2004, income of $26.2 million and $14.3 million, respectively was accrued on the Series B Preferred Interest related to the contributions made. There were no distributions of the Series B Preferred Interest paid during the year ended December 31, 2003 and the six months ended June 30, 2004. Upon the completion of LVSI’s acquisition of the Company, the accrual of interest on the Series B Preferred Interest was ceased and it is anticipated that the Series B Preferred Interest will be retired.

5. Long-Term Debt

Debt consists of the following:

(in thousands of dollars)	December 31, 2003			June 30, 2004
				(unaudited)
$141.0 million note payable with
interest at LIBOR plus 3.44%	$	127,512		$	124,325
Less: Current portion		(4,963	)		(3,158	)
	$	122,549		$	121,167

8

Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)

On June 28, 2001, the Company entered into a $141.0 million loan agreement with a financial institution. The proceeds from the loan were used to pay, in full, the outstanding balances of the Company’s then existing notes payable. Principal and interest on the loan are payable on the first calendar day of each month. The loan was due August 1, 2004. On July 30, 2004, the Company paid the total outstanding debt balance as more fully described in Note 9.

The loan was collateralized by a deed of trust on substantially all of the land, buildings, and equipment of SECC. Pursuant to the loan agreement, the Company was required to maintain certain minimum debt service coverage ratios (as defined) and was also required to maintain an escrow account to provide for taxes, insurance, customer deposits, certain capital expenditures, and one month’s principal and interest. At December 31, 2003 and June 30, 2004, $19.3 million and $21.3 million, respectively was held in escrow. Excess cash beyond the required escrow balances are available to the Company for utilization at its discretion.

The loan bore interest at LIBOR plus 3.44% and for the year ended December 31, 2003, the average interest rate was 4.6%. The Company had entered into an interest rate cap agreement for the full amount of the loan, which expired on July 30, 2004. The agreement was used to limit the exposure of increases in interest rates and limited the maximum LIBOR rate for purposes of the loan’s variable interest rate calculation to 5.65%. The interest rate cap provision entitled the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceeded the strike rates stated in such agreement.

As of December 31, 2003, the cap agreement had a fair value of $0, based on quoted market values from the institution holding the agreement.

6. Employee Benefits

All full time employees of SECC may participate in SECC’s 401(k) plan. The plan allows participants to defer, on a pre-tax basis, a portion of their salary and to accumulate tax-deferred earnings as a retirement fund. SECC 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. During the year ended December 31, 2003, SECC accrued $49,000 in matching contributions to the plan.

7. Related Party Transactions

Related party receivables consist of the following:

(in thousands of dollars)	December 31, 2003		June 30, 2004
			(unaudited)
Due from Las Vegas Sands, Inc.	$	1,490	$	788
Due from stockholder		1,270		1,812
Due from Interface Employee Leasing		656		173
	$	3,416	$	2,773

9

Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)

The Company provides certain travel and jet airplane services as well as convention and meeting facility services to LVSI. For the year ended December 31, 2003 and the six months ended June 30, 2004, the Company recognized revenues of $1.5 million and $1.0 million, respectively and had receivables from LVSI of $1.5 million and $.8 million as of December 31, 2003 and June 30, 2004, respectively.

In the course of providing convention services to its customers, on occasion, the Company may be required to use meeting room space of LVSI to accommodate requests by its customers. For the year ended December 31, 2003 and the six months ended June 30, 2004, the Company incurred and paid expenses to LVSI of $2.7 million and $1.8 million, respectively for facilities usage and related charges. There were no amounts due to LVSI as of December 31, 2003 and June 30, 2004.

The Company has paid certain expenditures on behalf of its sole stockholder related to his aircraft. As of December 31, 2003 and June 30, 2004, amounts due from the sole stockholder for these advances were $1.3 million and $1.8 million, respectively. As further described in Note 9, the Company distributed these receivables and certain other assets to its sole stockholder.

The Company pays for salaries and workers’ compensation premiums on behalf of Interface Employee Leasing (“IEL”). IEL is an affiliate of the Company through common ownership by the Company’s sole stockholder. As of December 31, 2003 and June 30, 2004, amounts due from IEL for these advances were $.7 million and $.2 million, respectively.

8. Commitments and Contingencies

On October 17, 2003, Bear Stearns Funding, Inc. (the “Plaintiff”) entered into a lawsuit against the Company. The Plaintiff is seeking damages against the Company for alleged breach of contract in the amount of $1.5 million, plus interest and costs. The claim asserts that the amount is due as an agreed-upon fee in connection with the $141.0 million loan agreement described in Note 5. The Company has asserted six counter claims against the Plaintiff in an amount to be determined at trial, but expected to be in excess of $1.5 million. As of October 5, 2004, the date of this report, the Company and its legal counsel were not able to determine the probability of the outcome of these matters. Accordingly, no losses have been provided for in the accompanying financial statements.

The Company is party to other litigation matters and claims related to its operations. In addition, the Company makes various commitments and incurs contingent liabilities. While it is not feasible to predict the outcome of these other matters, the Company does not presently expect that any sum it may be required to pay in connection with these matters would have a material adverse effect on its financial position, results of operations or cash flows.

During 1997, IGN entered into an energy services agreement with a heating and air conditioning (“HVAC”) provider. Under the terms of the energy services agreement and other separate energy services agreements between certain affiliated entities and the HVAC provider, HVAC energy and services will be purchased by IGN and certain affiliated entities over an initial term of ten years with an option to collectively extend the terms of their agreements for two consecutive five-year periods. The charges payable under the energy services agreement include a fixed component applied to HVAC costs paid by the HVAC provider and reimbursement of operational and related costs and a management fee. Expenses incurred under the energy services agreement, including variable usage charges, totaled $2.6 million during the year ended December 31, 2003.

10

Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)

Estimated future minimum fixed payments related to the fixed component of HVAC costs under the energy services agreement are as follows:

(dollars in thousands)
Years Ending
2004	$	814
2005		814
2006		814
2007		407
	$	2,849

9. Subsequent Events

Immediately prior to the July 29, 2004 acquisition of the Company by LVSI, the Company distributed approximately $15.3 million to its sole stockholder. The distribution was comprised of $12.9 million of cash, $1.9 million of receivables due from the sole stockholder and $.5 million of certain fixed and other assets.

In connection with LVSI’s acquisition of the Company on July 29, 2004, LVSI contributed approximately $27.0 million to the Company such that the Company could pay its existing indebtedness, as further described below.

On July 30, 2004, the Company entered into a $100.0 million loan agreement with a financial institution. The proceeds from the loan, together with the above described equity contribution, were used to pay off the outstanding balance of the Company’s existing note payable as more fully described in Note 5. The new loan matures in August 2006 with two successive options to extend the maturity date for one year each and a third six month extension period. The loan accrues interest at a variable rate of LIBOR plus 3.75% with principal and interest payments due monthly and a balloon payment due on the maturity date. The loan is collateralized by substantially all of the land, buildings, and equipment of SECC. The new loan agreement includes certain restrictive covenants based on the operating income of the Company. Under accounting principles generally accepted in the United States of America, due to the completion of this refinancing transaction, the Company has not classified all of the note payable as a current liability in the accompanying balance sheets.

11

EX-99

Exhibit 99.2

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

The following unaudited pro forma condensed combined financial statements give effect to the acquisition of Interface Group Holding Company, Inc. (“Interface Holding”) by Las Vegas Sands, Inc. (“LVSI”) in a manner similar to a pooling-of-interests and are based upon and should be read in conjunction with the historical financial statements of LVSI and Interface Holding. On July 29, 2004, LVSI acquired 100% of Interface Holding from the Principal Stockholder of LVSI in exchange for 220,370 shares of common stock of LVSI. Sheldon G. Adelson, the principal stockholder of LVSI was the sole stockholder of Interface Holding. Given the common ownership of LVSI and Interface Holding, the acquisition of Interface Holding by LVSI will be presented as a reorganization of entities under common control, in a manner similar to a pooling-of-interests. Interface Holding is the holder of the Redeemable Preferred Interest in Venetian Casino Resort, LLC.

The unaudited pro forma condensed combined statements of operations assume the acquisition occurred on January 1, 2001 and gives effect to the elimination of intercompany revenues and expenses and the Preferred Return on the Redeemable Preferred Interest in Venetian Casino Resort, LLC. The unaudited pro forma condensed combined balance sheet assumes the acquisition occurred on June 30, 2004 and gives effect to the elimination of intercompany receivables and payables and the Redeemable Preferred Interest in Venetian Casino Resort, LLC and a distribution of certain assets by Interface Holding immediately prior to the completion of its acquisition by LVSI.

The unaudited pro forma condensed combined financial statements of LVSI are prepared in accordance with Article 11 of Regulation S-X.

1

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
AS OF JUNE 30, 2004
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc. Historical			Interface Holding			Adjustments and Eliminations			Las Vegas Sands, Inc. Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	671,241		$	13,241		$	(12,920	)(4)	$	671,562
Restricted cash and cash equivalents		12,460			21,284			–			33,744
Accounts receivable, net		56,050			1,696			(788	)(1)		56,958
Inventories		6,126			–			–			6,126
Prepaid expenses		9,985			550			(46	)(4)		10,489
Total current assets		755,862			36,771			(13,754	)		778,879
Property and equipment, net		1,513,395			51,294			(375	)(4)		1,564,314
Deferred offering costs, net		33,474			–			–			33,474
Redeemable Preferred Interest in Venetian
Casino Resort, LLC		–			252,628			(252,628	)(2)		–
Other assets, net		28,764			68			–			28,832
	$	2,331,495		$	340,761		$	(266,757	)	$	2,405,499
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	27,518		$	3,171		$	(788	)(1)	$	29,901
Construction payables		51,900			–			–			51,900
Construction payables-contested		7,232			–			–			7,232
Accrued interest payable		5,001			–			–			5,001
Other accrued liabilities		105,491			13,619			–			119,110
Current maturities of long-term debt		14,900			3,158			–			18,058
Total current liabilities		212,042			19,948			(788	)		231,202
Other long-term liabilities		188,483			–			–			188,483
Redeemable Preferred Interest in Venetian
Casino Resort, LLC a wholly owned subsidiary		252,628			–			(252,628	)(2)		–
Long-term debt		1,312,540			121,167			–			1,433,707
		1,965,693			141,115			(253,416	)		1,853,392
Stockholders' equity:
Common stock, $.10 par value, 3,000,000 shares
authorized, 1,220,370 shares issued and outstanding		100			1			22	(3)		123
Receivable from stockholders		(858	)		(1,812	)		1,812	(4)		(858	)
Capital in excess of par value		128,653			19,269			(22	)(3)		147,900
Retained earnings		237,907			182,188			(15,153	)(4)		404,942
		365,802			199,646			(13,341	)		552,107
	$	2,331,495		$	340,761		$	(266,757	)	$	2,405,499

2

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

1. Reflects the elimination of amounts receivable and payable between Interface Holding and LVSI.

2. Reflects the elimination of the Preferred Interest in Venetian Casino Resort.

3. Reflects the the issuance of 220,370 shares of LVSI common stock to the principal stockholder of LVSI in connection with the acquisition of Interface Holding.

4. Reflects the distribution of cash, accounts receivable and fixed and other assets by Interface Holding to its sole stockholder immediately prior to LVSI's acquisition of Interface Holding.

3

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc. Historical			Interface Holding			Eliminations			Las Vegas Sands, Inc. Pro Forma
Revenues:
Casino	$	228,597		$	–		$	–		$	228,597
Rooms		164,597			–			–			164,597
Food and beverage		67,528			–			(1,847	)(1)		65,681
Retail and other		37,703			36,752			(966	)(2)(3)		73,489
		498,425			36,752			(2,813	)		532,364
Less-promotional allowances		(26,521	)		–			–			(26,521	)
Net revenues		471,904			36,752			(2,813	)		505,843
Operating expenses:
Casino		98,630			–			(94	)(3)		98,536
Rooms		38,717			–			–			38,717
Food and beverage		33,296			–			(465	)(2)		32,831
Retail and other		17,323			15,805			(1,853	)(1)		31,275
Provision for doubtful accounts		6,692			–			–			6,692
General and administrative		67,457			9,291			–			76,748
Corporate expense		6,105			–			(401	)(3)		5,704
Rental expense		4,689			–			–			4,689
Pre-opening and developmental expense		19,107			–			–			19,107
Depreciation and amortization		30,862			1,521			–			32,383
Gain on sale of Grand Canal Shops		(418,222	)		–			–			(418,222	)
		(95,344	)		26,617			(2,813	)		(71,540	)
Operating income		567,248			10,135			–			577,383
Other income (expense):
Interest income		897			197			–			1,094
Interest expense, net of amounts capitalized		(61,750	)		(3,541	)		–			(65,291	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(14,300	)		14,300			–			–
Other income (expense)		(9	)		–			–			(9	)
Loss on early retirement of debt		(1,371	)		–			–			(1,371	)
Net income	$	490,715		$	21,091		$	–		$	511,806
Basic earnings per share	$	490.72								$	419.39	(5)
Diluted earnings per share	$	490.01								$	418.89	(5)
Dividends declared per share	$	107.91								$	88.42	(5)
Weighted average shares outstanding:
Basic		1,000,000									1,220,370
Diluted		1,001,437									1,221,807

4

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2003
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc. Historical			Interface Holding			Eliminations			Las Vegas Sands, Inc. Pro Forma
Revenues:
Casino	$	136,691		$	–		$	–		$	136,691
Rooms		113,930			–			–			113,930
Food and beverage		40,885			–			(1,637	)(1)		39,248
Retail and other		37,018			28,732			(625)	(2)(3)		65,125
		328,524			28,732			(2,262	)		354,994
Less-promotional allowances		(19,437	)		–			–			(19,437	)
Net revenues		309,087			28,732			(2,262	)		335,557
Operating expenses:
Casino		63,455			–			(87	)(3)		63,368
Rooms		29,082			–			–			29,082
Food and beverage		19,114			–			(117	)(2)		18,997
Retail and other		16,615			11,169			(1,665	)(1)		26,119
Provision for doubtful accounts		4,756			–			–			4,756
General and administrative		50,963			9,764			–			60,727
Corporate expense		4,789			–			(393	)(3)		4,396
Rental expense		5,067			–			–			5,067
Pre-opening and developmental expense		4,845			–			–			4,845
Depreciation and amortization		21,988			1,526			–			23,514
		220,674			22,459			(2,262	)		240,871
Operating income		88,413			6,273			–			94,686
Other income (expense):
Interest income		824			209			–			1,033
Interest expense, net of amounts capitalized		(54,732	)		(3,833	)		–			(58,565	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		–			12,727			(12,727	)(4)		–
Other income (expense)		819			–			–			819
Income before preferred return		35,324			15,376			(12,727	)		37,973
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(12,727	)		–			12,727	(4)		–
Net income	$	22,597		$	15,376		$	–		$	37,973
Basic earnings per share	$	22.60								$	31.12	(5)
Diluted earnings per share	$	22.53								$	31.04	(5)
Weighted average shares outstanding:
Basic		1,000,000									1,220,370
Diluted		1,003,000									1,223,370

5

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

	Las Vegas Sands, Inc. Historical			Interface Holding			Eliminations			Las Vegas Sands, Inc. Pro Forma
Revenues:
Casino	$	272,804		$	–		$	–		$	272,804
Rooms		251,397			–			–			251,397
Food and beverage		82,882			–			(2,675	)(1)		80,207
Retail and other		79,242			54,502			(1,542	)(2)(3)		132,202
		686,325			54,502			(4,217	)		736,610
Less-promotional allowances		(44,856	)		–			–			(44,856	)
Net revenues		641,469			54,502			(4,217	)		691,754
Operating expenses:
Casino		128,339			–			(169	)(3)		128,170
Rooms		64,819			–			–			64,819
Food and beverage		40,797			–			(620	)(2)		40,177
Retail and other		33,468			22,778			(2,690	)(2)		53,556
Provision for doubtful accounts		8,084			–			–			8,084
General and administrative		107,523			18,611			–			126,134
Corporate expense		10,914			–			(738	)(3)		10,176
Rental expense		10,128			–			–			10,128
Pre-opening and developmental expense		10,525			–			–			10,525
Depreciation and amortization		50,837			3,022			–			53,859
		465,434			44,411			(4,217	)		505,628
Operating income		176,035			10,091			–			186,126
Other income (expense):
Interest income		1,716			409			–			2,125
Interest expense, net of amounts capitalized		(114,924	)		(7,518	)		–			(122,442	)
Other income (expense)		825			–			–			825
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		–			26,217			(26,217	)(4)		–
Income before preferred return		63,652			29,199			(26,217	)		66,634
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(26,217	)		–			26,217	(4)		–
Net income	$	37,435		$	29,199		$	–		$	66,634
Basic earnings per share	$	37.44								$	54.60	(5)
Diluted earnings per share	$	37.36								$	54.51	(5)
Dividends declared per share	$	4.20								$	3.44	(5)
Weighted average shares outstanding:
Basic		1,000,000									1,220,370
Diluted		1,002,000									1,222,370

6

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2002
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc. Historical			Interface Holding			Eliminations			Las Vegas Sands, Inc. Pro Forma
Revenues:
Casino	$	256,484		$	–		$	–		$	256,484
Rooms		206,706			–			–			206,706
Food and beverage		70,300			–			(2,655	)(1)		67,645
Retail and other		72,395			55,640			(1,326)	(2)(3)		126,709
		605,885			55,640			(3,981)			657,544
Less-promotional allowances		(34,208	)		–			–			(34,208	)
Net revenues		571,677			55,640			(3,981	)		623,336
Operating expenses:
Casino		119,186			–			(343	)(3)		118,843
Rooms		53,435			–			–			53,435
Food and beverage		35,217			–			(73	)(2)		35,144
Retail and other		32,736			21,260			(2,664	)(1)		51,332
Provision for doubtful accounts		21,393			–			–			21,393
General and administrative		94,410			18,503			–			112,913
Corporate expense		11,015			–			(901	)(3)		10,114
Rental expense		7,640			–			–			7,640
Pre-opening and developmental expense		5,925			–			–			5,925
Depreciation and amortization		43,638			3,024			–			46,662
		424,595			42,787			(3,981	)		463,401
Operating income		147,082			12,853			–			159,935
Other income (expense):
Interest income		2,564			463			–			3,027
Interest expense, net of amounts capitalized		(110,348	)		(10,101	)		–			(120,449	)
Interest expense on indebtedness to
Principal Stockholder		(4,010	)		–			–			(4,010	)
Other income (expense)		1,045			–			–			1,045
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		–			23,333			(23,333	)(4)		–
Loss on early retirement of debt		(51,392	)		–			–			(51,392	)
Loss before preferred return		(15,059	)		26,548			(23,333	)		(11,844	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(23,333	)		–			23,333	(4)		–
Net loss	$	(38,392	)	$	26,548		$	–		$	(11,844	)
Basic loss per share	$	(38.39	)							$	(9.71	)(5)
Diluted loss per share	$	(38.39	)							$	(9.71	)(5)
Weighted average shares outstanding:
Basic		1,000,000									1,220,370
Diluted		1,000,000									1,220,370

7

LAS VEGAS SANDS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	Las Vegas Sands, Inc. Historical			Interface Holding			Eliminations			Las Vegas Sands, Inc. Pro Forma
Revenues:
Casino	$	227,240		$	–		$	–		$	227,240
Rooms		204,242			–			–			204,242
Food and beverage		61,977			–			(2,487	)(1)		59,490
Retail and other		73,034			66,827			(1,266	)(2)(3)		138,595
		566,493			66,827			(3,753	)		629,567
Less-promotional allowances		(42,594	)		–			–			(42,594	)
Net revenues		523,899			66,827			(3,753	)		586,973
Operating expenses:
Casino		139,936			–			(713	)(3)		139,223
Rooms		50,039			–			–			50,039
Food and beverage		29,630			–			(239	)(2)		29,391
Retail and other		32,302			24,579			(2,504	)(1)		54,377
Provision for doubtful accounts		20,198			–			–			20,198
General and administrative		86,887			18,176			–			105,063
Corporate expense		6,376			–			(297	)(3)		6,079
Rental expense		8,074			–			–			8,074
Pre-opening and developmental expense		355			–			–			355
Depreciation and amortization		40,823			3,149			–			43,972
		414,620			45,904			(3,753	)		456,771
Operating income		109,279			20,923			–			130,202
Other income (expense):
Interest income		1,385			3,777			–			5,162
Interest expense, net of amounts capitalized		(101,724	)		(13,425	)		–			(115,149	)
Interest expense on indebtedness to
Principal Stockholder		(9,020	)		–			–			(9,020	)
Other income (expense)		(1,938	)		–			–			(1,938	)
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		–			20,766			(20,766	)(4)		–
Loss on early retirement of debt		(1,383	)		–			–			(1,383	)
Income (loss) before preferred return		(3,401	)		32,041			(20,766	)		7,874
Preferred return on Redeemable Preferred
Interest in Venetian Casino Resort, LLC		(20,766	)		–			20,766	(4)		–
Net income (loss)	$	(24,167	)	$	32,041		$	–		$	7,874
Basic earnings (loss) per share	$	(24.17	)							$	6.45	(5)
Diluted earnings (loss) per share	$	(24.17	)							$	6.45	(5)
Weighted average shares outstanding:
Basic		1,000,000									1,220,370
Diluted		1,000,000									1,220,370

8

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

1. Reflects the elimination of revenues and expenses from audio visual, telecommunications, electrical, janitorial and other related services provided by LVSI to Interface Holding.

2. Reflects the elimination of revenues and expenses from meeting and conference facility usage, custodial labor, telecommunications, custom signage and graphic imaging services provided by Interface Holding to LVSI.

3. Reflects the elimination of revenues and expenses from travel and aircraft usage services provided by Interface Holdings to LVSI.

4. Reflects the elimination of the Preferred Return on the Redeemable Preferred Interest in Venetian Casino Resort, LLC.

5. Reflects the dilutive impact of the issuance of 220,370 shares of LVSI common stock in connection with the acquisition of Interface Holding.

9